Restrictions After Termination. 12.1 The Executive covenants to the Company (for itself and as trustee for each of the Group Companies) that he shall not for the following periods after the termination of the Appointment howsoever arising (but excluding repudiatory breach of this agreement by the Company) save with the prior written consent of the Board which shall not be unreasonably refused or delayed directly or indirectly, either alone or jointly with or on behalf of any person, firm, company or entity and whether on his own account or as principal partner shareholder director employee consultant or in any other capacity whatsoever:- (a) for six months following termination in the Relevant Territory and in competition with the Company or any of the Relevant Group Companies engage, assist or be interested in any undertaking which provides services/products similar to those provided by the Company or any of the Relevant Group Companies in the 12 months prior to termination and with which the Executive was concerned in the said period of 12 months; (b) for three months following termination in the Relevant Territory solicit or interfere with or endeavour to entice away from the Company or any of the Relevant Group Companies any person, firm, company or entity who was a customer of the Company or any of the Relevant Group Companies in the 12 months prior to termination and with whom the Executive was concerned or had personal contact in the said period of 12 months; (c) for six months following termination in the Relevant Territory be concerned with the supply of services/products to any person, firm, company or entity which was a customer of the Company or any of the Relevant Group Companies in the 12 months prior to termination where such services/products are in competition with those services/products supplied by the Company or any of the Relevant Group Companies in the said 12 month period, with which supply the Executive was concerned in the said period of 12 months; (d) for six months following termination offer to employ or engage or solicit the employment or engagement of any person who immediately prior to the date of termination was a member of the senior management team of the Company or any of the Relevant Group Companies and with whom the Executive worked in the 12 months prior to termination (whether or not such person would commit any breach of their contract of employment or engagement by reason of leaving the service of such company); and (e) represent himself as being in any way connected with or interested in the business of the Company or any of the Relevant Group Companies other than in his capacity as a shareholder of any such company. 12.2 Each of the obligations contained in this clause constitutes an entire separate and independent restriction on the Executive, despite the fact that they may be contained in the same phrase and if any part is found to be unenforceable the remainder will to the extent legally permissible remain valid and enforceable. 12.3 While the restrictions are considered by the parties to be fair and reasonable in the circumstances, it is agreed that if any such restrictions should be judged to be void or ineffective for any reason but would be treated as valid and effective if part of the wording thereof were deleted or the periods thereof reduced or the area thereof reduced in scope, the said restrictions shall apply with such modifications as will be necessary to make them valid and effective. 12.4 The Executive agrees that he will at the request and cost of the Company enter into a direct agreement with any of the Group Companies under which he will accept restrictions corresponding to the restrictions contained in this clause (or such as will be appropriate in the circumstances) in relation to such Group Company PROVIDED THAT any such direct agreement will not impose any greater or more onerous restrictions on the Executive than those contained in this agreement. 12.5 The provisions of this clause will not prevent the Executive from holding an Investment. 12.6 For the purposes of this clause:-
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Samples: Executive Service Agreement (Galen Holdings PLC), Executive Service Agreement (Galen Holdings PLC)
Restrictions After Termination. 12.1 17.1 The Executive acknowledges that because of the nature of his duties and the particular responsibilities arising as a result of such duties owed to the Company and each Group Company he has knowledge of trade secrets and confidential business information (including details of customers and suppliers). He is therefore in a position to harm its/their legitimate business interests if he were to make use of such trade secrets or confidential business information for his own purposes or the purposes of another or make available, disclose, or communicate such trade secrets to a third party. Accordingly, having regard to the above, in the light of the consideration provided to the Executive for entering into the restrictions and having taken independent legal advice the Executive accepts that the restrictions in this clause are reasonable.
17.2 The Executive covenants to the Company (for itself and as trustee for each Group Company) that in order to protect the confidential information, trade secrets and business connections of the Company and each Group Companies) that Company he shall not for the following periods (less any period or periods spent on Garden Leave immediately prior to Termination) after the termination of the Appointment howsoever arising Termination for whatever reason (but excluding repudiatory breach of this agreement by the Company) save with the prior written consent of the Board (which shall not be unreasonably refused withheld or delayed refused) directly or indirectly, either alone or jointly with or on behalf of any person, firm, company or entity third party and whether on his own account or as principal partner shareholder director employee principal, partner, shareholder, director, employee, consultant or in any other capacity whatsoever:-whatsoever:
(a) for six months following termination Termination in the Relevant Territory and in competition with the Company or any of the Relevant Group Companies Company engage, assist or be interested in any undertaking which provides services/products similar to those provided by the Company Services or any of the Relevant Group Companies in the 12 months prior to termination and with which the Executive was concerned in the said period of 12 monthsProducts;
(b) for three six months following termination Termination and in competition with the Company or any Relevant Territory Group Company solicit or interfere with or endeavour to entice away from the Company or any Group Company any Client or Customer in relation to the supply of the Relevant Group Companies any person, firm, company Services or entity who was a customer of the Company or any of the Relevant Group Companies in the 12 months prior to termination and with whom the Executive was concerned or had personal contact in the said period of 12 monthsProducts;
(c) for six months following termination Termination in the Relevant Territory and in competition with the Company or any Group Company be concerned with the supply of services/products Services or Products to any person, firm, company Client or entity which was a customer of Customer;
(d) for six months following Termination and in competition with the Company or any Group Company solicit or interfere with or endeavour to entice away from the Company or any Group Company any Supplier in relation to the supply of Services or Products;
(e) for six months following Termination in the Relevant Territory and in competition with the Company or any Group Companies in Company be concerned with the 12 months prior to termination receipt of services or goods from any Supplier where such services/products services or goods are in competition with those services/products supplied by to the Company or any of Group Company by the Relevant Group Companies Supplier in the said period of 12 month period, months prior to Termination and with which supply the Executive was concerned in the said period of 12 months;
(df) for six months following termination offer to employ or engage or Termination solicit the employment or engagement of any person who immediately prior to the date of termination was Key Employee in a member of the senior management team of business which is in competition with the Company or any of the Relevant Group Companies and with whom the Executive worked in the 12 months prior to termination Company (whether or not such person would commit any breach of their contract of employment or engagement by reason of leaving the service of such companythe business in which they work); and
(eg) at any time following Termination represent himself as being in any way connected with or interested in the business of the Company or any of the Relevant Group Companies other than in his capacity as a shareholder of any such companyCompany.
12.2 17.3 Each of the obligations contained in this clause constitutes is an entire entire, separate and independent restriction on the Executive, despite the fact that they may be contained in the same phrase and if any part is found to be invalid or unenforceable the remainder will to the extent legally permissible remain valid and enforceable.
12.3 17.4 The Executive acknowledges that each and every restriction contained within this clause is intended by the parties to apply after Termination whether Termination is lawful or otherwise. The restrictions, which are acknowledged to be ancillary in nature, will apply even where Termination results from a breach of a provision within this agreement.
17.5 While the restrictions are considered by the parties to be fair and reasonable in the circumstances, it is agreed that if any such restrictions of them should be judged to be void or ineffective for any reason reason, but would be treated as valid and effective if part of the wording thereof were deleted or the periods thereof reduced or the area thereof reduced in scopewas deleted, the said restrictions they shall apply with such modifications as will be necessary to make them valid and effective.
12.4 17.6 The Executive agrees that he will (at the request and cost of the Company Board) enter into a direct agreement with any of the Group Companies Company under which he will accept restrictions corresponding to the restrictions contained in this clause (or such as will be appropriate in the circumstances) in relation to such Group Company PROVIDED THAT any such direct agreement will not impose any greater or more onerous restrictions on the Executive than those contained in this agreementCompany.
12.5 17.7 The provisions of this clause will not prevent the Executive from holding an Investment.
12.6 For 17.8 If the purposes Executive is offered employment or a consultancy arrangement or a partnership or any other engagement with a third party at any time during the Appointment or in the six months following Termination (howsoever arising), he will supply that third party with a full copy of this clause:-agreement with the amount of the salary in clause 9.1 redacted.
Appears in 1 contract
Samples: Executive Service Agreement (Allied Healthcare International Inc)
Restrictions After Termination. 12.1 The Executive covenants to the Company (for itself and as trustee for each of the Group Companies) that he 18.1 EMPLOYEE shall not for the following periods after the termination of the Appointment howsoever arising (but excluding repudiatory breach of this agreement by the Company) save with not, without the prior written consent of the Board which shall not be unreasonably refused EMPLOYER, whether by himself, through his employees, agents or delayed directly or indirectly, either alone or jointly with otherwise and whether on his own behalf or on behalf of any other person, firm, company directly or entity and whether on his own account or as principal partner shareholder director employee consultant or in any other capacity whatsoever:-indirectly:
(a) for six a period of twelve months following termination after the Termination Date or, if earlier, the date on which EMPLOYEE last carried out work for EMPLOYER or any Associated Company, Employee shall not in any capacity (whether in the Relevant Territory and capacity as an employee, officer, director, partner, manager, consultant, agent or owner (other than a minority shareholder or other equity interest of not more than 5 % of a company whose equity interests are publicly traded on a nationally recognized stock exchange or over-the-counter), directly or indirectly advise, manage, render or perform services to or for any person or entity which is engaged in competition with a business competitive to that of the Company or any of the Relevant Group Companies engage, assist or be interested in Associated Company within any undertaking which provides services/products similar to those provided by geographical location wherein the Company or any Associated Company produces, sells or markets its goods and services at the time of the Relevant Group Companies in the 12 months such termination or within a one- year period prior to termination and with which the Executive was concerned in the said period of 12 monthssuch termination.;
(b) for three a period of twelve months following termination in after the Relevant Territory Termination Date or, if earlier, the date on which EMPLOYEE last carried out work for EMPLOYER or any Associated company, interfere with, tender for, canvass, solicit or interfere with or endeavour to entice away from EMPLOYER or Associated Company, the business of any person or company who at any time during the period of twelve months immediately preceding the Termination Date, was, to EMPLOYEE’s knowledge, a client of EMPLOYER or a Associated Company or any with whom he has dealt in the normal course of the Relevant Group Companies any person, firm, company or entity who was a customer of Employment during the Company or any of the Relevant Group Companies in the 12 months prior to termination and with whom the Executive was concerned or had personal contact in the said period of 12 monthstwelve months immediately preceding the Termination Date;
(c) for six a period of twelve months following termination after either the Termination Date or, if earlier, the date on which EMPLOYEE last carried out work for EMPLOYER or any Associated Company, interfere with or seek to interfere with the continuance of supplies that are material to the continuation of EMPLOYER’s or an Associated Company’s business, to EMPLOYER or an Associated Company from a person who is, to EMPLOYEE’s knowledge, a supplier of EMPLOYER or an Associated Company and with whom he has dealt in the Relevant Territory be concerned with the supply of services/products to any person, firm, company or entity which was a customer normal course of the Company or any of Employment during the Relevant Group Companies in the 12 months prior to termination where such services/products are in competition with those services/products supplied by the Company or any of the Relevant Group Companies in the said 12 month period, with which supply the Executive was concerned in the said period of 12 monthstwelve months immediately preceding the Termination Date;
(d) for six a period of twelve months following termination offer after either the Termination Date or, if earlier, the date on which EMPLOYEE last carried out work for EMPLOYER or any Associated Company, interfere with, tender for, canvass, solicit or endeavour to entice away from EMPLOYER or an Associated Company a contract or project (including the renewal of them) which as at the Termination Date was in the process of negotiation and in respect of which EMPLOYEE was involved during the period of twelve months immediately preceding the Termination Date;
(e) for a period of twelve months after either the Termination Date (or, if earlier, the date on which EMPLOYEE last carried out work for EMPLOYER or any Associated Company employ or engage (whether as an EMPLOYEE, a partner, a consultant or solicit otherwise) or arrange the employment or engagement of any a person who to EMPLOYEE’s knowledge, was at the Termination Date, or within a period of twelve months immediately prior to preceding the date of termination was a member of the senior management team of the Termination Date an employee or consultantof EMPLOYER or an Associated Company or any of the Relevant Group Companies and with whom the Executive worked he had personal dealing in the 12 months prior to termination (whether or not such person would commit any breach of their contract normal course of employment or engagement by reason during the period of leaving twelve months immediately preceding the service of such company); andTermination Date;
(ef) at any time after the Termination Date make use of any corporate, business or brand name or logo which is identical, similar to, or likely to be confused with, any corporate business, or brand name, or logo of EMPLOYER or an Associated Company;
(g) at any time after the Termination Date represent himself as being interested in or employed by or in any way connected with EMPLOYER or interested in the business of the Company or any of the Relevant Group Companies an Associated Company, other than in his capacity as a shareholder former EMPLOYEE of any such companyEMPLOYER.
12.2 18.2 Nothing in clause [18.1] shall preclude EMPLOYEE from holding an Approved Interest.
18.3 Each of the obligations contained covenants in this clause constitutes an entire 18.1 are separate and independent restriction on the Executive, despite the fact that they may be contained in the same phrase and if any part is found to be unenforceable the remainder will to the extent legally permissible remain valid and enforceable.
12.3 While the restrictions are considered by the parties to be fair and reasonable in the circumstances, it is agreed that if any such restrictions should be judged to be void or ineffective for any reason but would shall be treated as valid a separate obligation and effective if part of the wording thereof were deleted or the periods thereof reduced or the area thereof reduced in scope, the said restrictions shall apply with such modifications be enforceable as will be necessary to make them valid and effectivesuch.
12.4 The Executive agrees that he will at the request and cost of the Company enter into a direct agreement with any of the Group Companies under which he will accept restrictions corresponding to the restrictions contained in this clause (or such as will be appropriate in the circumstances) in relation to such Group Company PROVIDED THAT any such direct agreement will not impose any greater or more onerous restrictions on the Executive than those contained in this agreement.
12.5 The provisions of this clause will not prevent the Executive from holding an Investment.
12.6 For the purposes of this clause:-
Appears in 1 contract
Restrictions After Termination. 12.1 18.1. The Executive covenants to the Company (for itself and as trustee for each of the Group Companies) that he shall not for the following periods after the termination of the Appointment howsoever arising (but excluding repudiatory breach of this agreement Agreement by the Company) save with the prior written consent of the Board which shall not be unreasonably refused or delayed directly or indirectly, either alone or jointly with or on behalf of any person, firm, company or entity and whether on his own account or as principal partner shareholder director employee partner, shareholder, director, employee, consultant or in any other capacity whatsoever:-whatsoever: 10
18.1.1. for 3 months (aless any Garden Leave Period imposed by the Company under Clause 5 above) for six months following termination in the Relevant Territory and in competition with the Company or any of the Relevant Group Companies engage, assist or be interested in any undertaking which provides services/products identical or similar to those provided by the Company or any of the Relevant Group Companies in the 12 months prior to termination and with which the Executive was concerned in the said period of 12 months;
18.1.2. for 6 months (bless any Garden Leave Period imposed by the Company under Clause 5 above) for three months following termination in the Relevant Territory solicit or interfere with or endeavour to entice away from the Company or any of the Relevant Group Companies any person, firm, company or entity who was a client/customer of the Company or any of the Relevant Group Companies in the 12 months prior to termination and with whom the Executive was concerned or had personal contact in the said period of 12 months;
18.1.3. for 3 months (cless any Garden Leave Period imposed by the Company under Clause 5 above) for six months following termination in the Relevant Territory be concerned with the supply of services/products to any person, firm, company or entity which was a client/customer of the Company or any of the Relevant Group Companies in the 12 months prior to termination where such services/products are identical or similar to or in competition with those services/products supplied by the Company or any of the Relevant Group Companies in the said 12 month period, with which supply the Executive was concerned in the said period of 12 months;
18.1.4. for 6 months (dless any Garden Leave Period imposed by the Company under Clause 5 above) following termination in the Relevant Territory solicit or interfere with or endeavour to entice away from the Company or any of the Relevant Group Companies any person, firm, company or entity who was a supplier of services/goods to the Company or any of the Relevant Group Companies in the 12 months prior to termination and with whom the Executive was concerned or had personal contact in the said period of 12 months;
18.1.5. for six 6 months (less any Garden Leave Period imposed by the Company under Clause 5 above) following termination offer to employ or engage or solicit the employment or engagement of any person who immediately prior to the date of termination was and during that 6 month period remains a member of the senior management team significant employee or director of the Company or any of the Relevant Group Companies and with whom the Executive worked closely in the 12 months prior to termination (whether or not such person would commit any breach of their contract of employment or engagement by reason of leaving the service of such company); and
(e) 18.1.6. represent himself as being in any way connected with or interested in the business of the Company or any of the Relevant Group Companies other than in his capacity as a shareholder of any such companyCompanies.
12.2 18.2. Each of the obligations contained in this clause constitutes constituted an entire separate and independent restriction on the Executive, despite the fact that they may be contained in the same phrase and if any part is found to be unenforceable the remainder will to the extent legally permissible remain valid and enforceable.
12.3 18.3. While the restrictions are considered by the parties to be fair and reasonable in the circumstances, it is agreed that if any such restrictions should be judged to be void or ineffective for any reason but would be treated as valid and effective if part of the wording thereof were deleted or the periods thereof reduced or the area thereof reduced in scope, the said restrictions shall apply with such modifications as will be necessary to make them valid and effective.
12.4 18.4. The Executive agrees that he will at the request and cost of the Company enter into a direct agreement with any of the Group Companies under which he will accept restrictions corresponding to the restrictions contained in this clause (or such as will be appropriate in the circumstances) in relation to such Group Company PROVIDED THAT any such direct agreement will not impose any greater or more onerous restrictions on the Executive than those contained in this agreementCompany.
12.5 18.5. The provisions of this clause will not prevent the Executive from holding an Investment.Investme
12.6 18.6. For the purposes of this clause:-Clause:
Appears in 1 contract
Restrictions After Termination. 12.1 18.1 The Executive covenants to the Company (for itself and as trustee for each of the Group Companies) that he shall not for the following periods after the termination of the Appointment howsoever arising (but excluding repudiatory breach of this agreement Agreement by the Company) save with the prior written consent of the Board which shall not be unreasonably refused or delayed directly or indirectly, either alone or jointly with or on behalf of any person, firm, company or entity and whether on his own account or as principal partner shareholder director employee consultant or in any other capacity whatsoever:-whatsoever:
18.1.1 for 3 months (aless any Garden Leave Period imposed by the Company under clause 5 above) for six months following termination in the Relevant Territory and in competition with the Company or any of the Relevant Group Companies engage, assist or be interested in any undertaking which provides services/products identical or similar to those provided by the Company or any of the Relevant Group Companies in the 12 months prior to termination and with which the Executive was concerned in the said period of 12 months;
18.1.2 for 6 months (bless any Garden Leave Period imposed by the Company under clause 5 above) for three months following termination in the Relevant Territory solicit or interfere with or endeavour to entice away from the Company or any of the Relevant Group Companies any person, firm, company or entity who was a client/customer of the Company or any of the Relevant Group Companies in the 12 months prior to termination and with whom the Executive was concerned or had personal contact in the said period of 12 months;
18.1.3 for 3 months (cless any Garden Leave Period imposed by the Company under clause 5 above) for six months following termination in the Relevant Territory be concerned with the supply of services/products to any person, firm, company or entity which was a client/customer of the Company or any of the Relevant Group Companies in the 12 months prior to termination where such services/products are identical or similar to or in competition with those services/products supplied by the Company or any of the Relevant Group Companies in the said 12 month period, with which supply the Executive was concerned in the said period of 12 months;
18.1.4 for 6 months (dless any Garden Leave Period imposed by the Company under clause 5 above) following termination in the Relevant Territory solicit or interfere with or endeavour to entice away from the Company or any of the Relevant Group Companies any person, firm, company or entity who was a supplier of services/goods to the Company or any of the Relevant Group Companies in the 12 months prior to termination and with whom the Executive was concerned or had personal contact in the said period of 12 months;
18.1.5 for six 6 months (less any Garden Leave Period imposed by the Company under clause 5 above) following termination offer to employ or engage or solicit the employment or engagement of any person who immediately prior to the date of termination was and during that 6 month period remains a member of the senior management team significant employee or director of the Company or any of the Relevant Group Companies and with whom the Executive worked closely in the 12 months prior to termination (whether or not such person would commit any breach of their contract of employment or engagement by reason of leaving the service of such company); andor
(e) 18.1.6 represent himself as being in any way connected with or interested in the business of the Company or any of the Relevant Group Companies other than in his capacity as a shareholder of any such companyCompanies.
12.2 18.2 Each of the obligations contained in this clause constitutes an entire separate and independent restriction on the Executive, despite the fact that they may be contained in the same phrase and if any part is found to be unenforceable the remainder will to the extent legally permissible remain valid and enforceable.
12.3 18.3 While the restrictions are considered by the parties to be fair and reasonable in the circumstances, it is agreed that if any such restrictions should be judged to be void or ineffective for any reason but would be treated as valid and effective if part of the wording thereof were deleted or the periods thereof reduced or the area thereof reduced in scope, the said restrictions shall apply with such modifications as will be necessary to make them valid and effective.
12.4 18.4 Any benefit given or deemed to be given by the Executive to any Group Company under the terms of this clause 18 is received and held on trust by the Company 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 Company.
18.5 The Executive agrees that he will at the request and cost of the Company enter into a direct agreement with any of the Group Companies under which he will accept restrictions corresponding to the restrictions contained in this clause (or such as will be appropriate in the circumstances) in relation to such Group Company PROVIDED THAT any such direct agreement will not impose any greater or more onerous restrictions on the Executive than those contained in this agreementCompany.
12.5 The 18.6 Subject to clauses 4.2 and 4.3, the provisions of this clause will not prevent the Executive from holding an Investmentany investment.
12.6 18.7 For the purposes of this clause:-Clause:
Appears in 1 contract
Restrictions After Termination. 12.1 10.1 The Executive covenants to the Company (for itself and as trustee for each of the Group Companies) that he shall not for the following periods after the termination of the Appointment howsoever arising (but excluding repudiatory breach of this agreement by the Company) save with the prior written consent of the Board which shall not be unreasonably refused or delayed directly or indirectly, either alone or jointly with or on behalf of any person, firm, company or entity and whether on his own account or as principal partner shareholder director employee consultant or in any other capacity whatsoever:-
(a) for six months following termination in the Relevant Territory and in competition with the Company or any of the Relevant Group Companies engage, assist or be interested in any undertaking which provides services/products similar to competitive with those provided by the Company or any of the Relevant Group Companies in the 12 months prior to termination and with which the Executive was concerned in the said period of 12 months;
(b) for three months following termination in the Relevant Territory solicit or interfere with or endeavour to entice away from the Company or any of the Relevant Group Companies any person, firm, company or entity who was a customer of the Company or any of the Relevant Group Companies in the 12 months prior to termination and with whom the Executive was concerned or had personal contact in the said period of 12 months;
(c) for six months following termination in the Relevant Territory be concerned with the supply of services/products to any person, firm, company or entity which was a customer of the Company or any of the Relevant Group Companies in the 12 months prior to termination where such services/products are in competition with those services/products supplied by the Company or any of the Relevant Group Companies in the said 12 month period, with which supply the Executive was concerned in the said period of 12 months;
(d) for six months following termination offer to employ or engage or solicit the employment or engagement of any person who immediately prior to the date of termination was a member of the senior management team of the Company or any of the Relevant Group Companies and with whom the Executive worked in the 12 months prior to termination (whether or not such person would commit any breach of their contract of employment or engagement by reason of leaving the service of such company); and
(e) represent himself as being in any way connected with or interested in the business of the Company or any of the Relevant Group Companies other than in his capacity as a shareholder of any such company.
12.2 10.2 Each of the obligations contained in this clause constitutes an entire separate and independent restriction on the Executive, despite the fact that they may be contained in the same phrase and if any part is found to be unenforceable the remainder will to the extent legally permissible remain valid and enforceable.
12.3 10.3 While the restrictions are considered by the parties to be fair and reasonable in the circumstances, it is agreed that if any such restrictions should be judged to be void or ineffective for any reason but would be treated as valid and effective if part of the wording thereof were deleted or the periods thereof reduced or the area thereof reduced in scope, the said restrictions shall apply with such modifications as will be necessary to make them valid and effective.
12.4 10.4 The Executive agrees that he will at the request and cost of the Company enter into a direct agreement with any of the Group Companies under which he will accept restrictions corresponding to the restrictions contained in this clause (or such as will be appropriate in the circumstances) in relation to such Group Company PROVIDED THAT any such direct agreement will not impose any greater or more onerous restrictions on the Executive than those contained in this agreement.
12.5 10.5 The provisions of this clause will not prevent the Executive from holding an Investment.
12.6 10.6 For the purposes of this clause:-
Appears in 1 contract
Restrictions After Termination. 12.1 10.1 The Executive acknowledges and agrees that the covenants set out below are reasonably necessary for the proper protection of the legitimate business interests of the Company. The Executive covenants to the Company (for itself and as trustee for each of the Group Companies) that he shall not for the following periods after the termination of the Appointment howsoever arising (but excluding repudiatory breach of this agreement by the Company) save with the prior written consent of the Board which shall not be unreasonably refused or delayed directly or indirectly, either alone or jointly with or on behalf of any person, firm, company or entity and whether on his own account or as principal partner shareholder director employee principal, partner, shareholder, director, executive, consultant or in any other capacity whatsoever:-whatsoever:
(a) for six 12 months following termination in the “Relevant Territory Territory” (as defined below) and in competition with the Company or any of the “Relevant Group Companies Companies” (as defined below) engage, assist or be interested in any undertaking which provides services/products services similar to those provided by the Company or any of the Relevant Group Companies in the 12 months prior to termination and with which the Executive was concerned in the said period of 12 months;
(b) for three 12 months following termination in the Relevant Territory solicit or interfere with or endeavour to entice away from the Company or any of the Relevant Group Companies any person, firm, company or entity who was a customer client of the Company or any of the Relevant Group Companies in the 12 months prior to termination and with whom the Executive was concerned or had personal contact in the said period of 12 months;
(c) for six 12 months following termination in the Relevant Territory be concerned with the supply of services/products services to any person, firm, company or entity which was a customer client of the Company or any of the Relevant Group Companies in the 12 months prior to termination where such services/products services are identical or similar to and in competition with those services/products services supplied by the Company or any of the Relevant Group Companies in the said 12 month period, with which supply the Executive was concerned in the said period of 12 months;
(d) for six 12 months following termination offer to employ or engage or solicit the employment or engagement of any person who immediately prior to the date of termination was a member of the senior management team Executive or consultant of the Company or any of the Relevant Group Companies and with whom the Executive worked had significant working contact in the 12 months prior to termination (whether or not such person would commit any breach of their contract of employment or engagement by reason of leaving the service of such company); and
(e) represent himself as being in any way connected with or interested in the business of the Company or any of the Relevant Group Companies other than in his capacity as a shareholder of any such companyCompanies.
12.2 10.2 Each of the obligations contained in this clause constitutes an entire separate and independent restriction on the Executive, despite the fact that they may be contained in the same phrase Executive and if any part is found to be unenforceable the remainder will to the extent legally permissible remain valid and enforceable.
12.3 10.3 While the restrictions are considered by the parties to be fair and reasonable in the circumstances, it is agreed that if any such restrictions should be judged to be void or ineffective for any reason but would be treated as valid and effective if part of the wording thereof were deleted or the periods thereof reduced or the area thereof reduced in scope, the said restrictions shall apply with such modifications as will be necessary to make them valid and effective.
12.4 10.4 The Executive agrees that he will at the request and cost of the Company enter into a direct agreement with any of the Group Companies under which he will accept restrictions corresponding to the restrictions contained in this clause (or such as will be appropriate in the circumstances) in relation to such Group Company PROVIDED THAT any such direct agreement will not impose any greater or more onerous restrictions on the Executive than those contained in this agreementCompany.
12.5 10.5 The provisions of this clause will not prevent the Executive from holding an Investment.
12.6 10.6 For the purposes of this clause:-clause:
Appears in 1 contract
Samples: Executive Service Agreement (Cb Richard Ellis Group Inc)
Restrictions After Termination. 12.1 11.1 The Executive covenants to the Company (for itself and as trustee for each of the Group Companies) that he shall not for the following periods after the termination of the Appointment howsoever arising (but excluding repudiatory breach of this agreement by the Company) save with the prior written consent of the Board which shall not be unreasonably refused or delayed directly or indirectly, either alone or jointly with or on behalf of any person, firm, company or entity and whether on his own account or as principal partner shareholder director employee consultant or in any other capacity whatsoever:-
(a) for six months following termination in the Relevant Territory and in competition with the Company or any of the Relevant Group Companies engage, assist or be interested in any undertaking which provides services/products similar to competitive with those provided by the Company or any of the Relevant Group Companies in the 12 months prior to termination and with which the Executive was concerned in the said period of 12 months;
(b) for three months following termination in the Relevant Territory solicit or interfere with or endeavour to entice away from the Company or any of the Relevant Group Companies any person, firm, company or entity who was a customer of the Company or any of the Relevant Group Companies in the 12 months prior to termination and with whom the Executive was concerned or had personal contact in the said period of 12 months;
(c) for six months following termination in the Relevant Territory be concerned with the supply of services/products to any person, firm, company or entity which was a customer of the Company or any of the Relevant Group Companies in the 12 months prior to termination where such services/products are in competition with those services/products supplied by the Company or any of the Relevant Group Companies in the said 12 month period, with which supply the Executive was concerned in the said period of 12 months;
(d) for six months following termination offer to employ or engage or solicit the employment or engagement of any person who immediately prior to the date of termination was a member of the senior management team of the Company or any of the Relevant Group Companies and with whom the Executive worked in the 12 months prior to termination (whether or not such person would commit any breach of their contract of employment or engagement by reason of leaving the service of such company); and
(e) represent himself as being in any way connected with or interested in the business of the Company or any of the Relevant Group Companies other than in his capacity as a shareholder of any such company.
12.2 11.2 Each of the obligations contained in this clause constitutes an entire separate and independent restriction on the Executive, despite the fact that they may be contained in the same phrase and if any part is found to be unenforceable the remainder will to the extent legally permissible remain valid and enforceable.
12.3 11.3 While the restrictions are considered by the parties to be fair and reasonable in the circumstances, it is agreed that if any such restrictions should be judged to be void or ineffective for any reason but would be treated as valid and effective if part of the wording thereof were deleted or the periods period thereof reduced or the area thereof reduced in scope, the said restrictions shall apply with such modifications as will be necessary to make them valid and effective.
12.4 11.4 The Executive agrees that he will at the request and cost of the Company enter into a direct agreement with any of the Group Companies under which he will accept restrictions corresponding to the restrictions contained in this clause (or such as will be appropriate in the circumstances) in relation to such Group Company PROVIDED THAT any such direct agreement will not impose any greater or more onerous restrictions on the Executive than those contained in this agreement.
12.5 11.5 The provisions of this clause will not prevent the Executive from holding an Investment.
12.6 11.6 For the purposes of this clause:-
Appears in 1 contract
Restrictions After Termination. 12.1 18.1. The Executive covenants to the Company (for itself and as trustee for each of the Group Companies) that he shall not for the following periods after the termination of the Appointment howsoever arising (but excluding repudiatory breach of this agreement Agreement by the Company) save with the prior written consent of the Board which shall not be unreasonably refused or delayed directly or indirectly, either alone or jointly with or on behalf of any person, firm, company or entity and whether on his own account or as principal partner shareholder director employee consultant or in any other capacity whatsoever:-whatsoever:
18.1.1. for 3 months (aless any Garden Leave Period imposed by the Company under clause 5 above) for six months following termination in the Relevant Territory and in competition with the Company or any of the Relevant Group Companies engage, assist or be interested in any undertaking which provides services/products identical or similar to those provided by the Company or any of the Relevant Group Companies in the 12 months prior to termination and with which the Executive was concerned in the said period of 12 months;
18.1.2. for 6 months (bless any Garden Leave Period imposed by the Company under clause 5 above) for three months following termination in the Relevant Territory solicit or interfere with or endeavour to entice away from the Company or any of the Relevant Group Companies any person, firm, company or entity who was a client/customer of the Company or any of the Relevant Group Companies in the 12 months prior to termination and with whom the Executive was concerned or had personal contact in the said period of 12 months;
18.1.3. for 3 months (cless any Garden Leave Period imposed by the Company under clause 5 above) for six months following termination in the Relevant Territory be concerned with the supply of services/products to any person, firm, company or entity which was a client/customer of the Company or any of the Relevant Group Companies in the 12 months prior to termination where such services/products are identical or similar to or in competition with those services/products supplied by the Company or any of the Relevant Group Companies in the said 12 month period, with which supply the Executive was concerned in the said period of 12 months;
18.1.4. for 6 months (dless any Garden Leave Period imposed by the Company under clause 5 above) following termination in the Relevant Territory solicit or interfere with or endeavour to entice away from the Company or any of the Relevant Group Companies any person, firm, company or entity who was a supplier of services/goods to the Company or any of the Relevant Group Companies in the 12 months prior to termination and with whom the Executive was concerned or had personal contact in the said period of 12 months;
18.1.5. for six 6 months (less any Garden Leave Period imposed by the Company under clause 5 above) following termination offer to employ or engage or solicit the employment or engagement of any person who immediately prior to the date of termination was and during that 6 month period remains a member of the senior management team significant employee or director of the Company or any of the Relevant Group Companies and with whom the Executive worked closely in the 12 months prior to termination (whether or not such person would commit any breach of their contract of employment or engagement by reason of leaving the service of such company); and
(e) 18.1.6. represent himself as being in any way connected with or interested in the business of the Company or any of the Relevant Group Companies other than in his capacity as a shareholder of any such companyCompanies.
12.2 18.2. Each of the obligations contained in this clause constitutes an entire separate and independent restriction on the Executive, despite the fact that they may be contained in the same phrase and if any part is found to be unenforceable the remainder will to the extent legally permissible remain valid and enforceable.
12.3 18.3. While the restrictions are considered by the parties to be fair and reasonable in the circumstances, it is agreed that if any such restrictions should be judged to be void or ineffective for any reason but would be treated as valid and effective if part of the wording thereof were deleted or the periods thereof reduced or the area thereof reduced in scope, the said restrictions shall apply with such modifications as will be necessary to make them valid and effective.
12.4 The Executive agrees that he will at the request and cost of the Company enter into a direct agreement with any of the Group Companies under which he will accept restrictions corresponding to the restrictions contained in this clause (or such as will be appropriate in the circumstances) in relation to such Group Company PROVIDED THAT any such direct agreement will not impose any greater or more onerous restrictions on the Executive than those contained in this agreement.
12.5 The provisions of this clause will not prevent the Executive from holding an Investment.
12.6 For the purposes of this clause:-
Appears in 1 contract
Restrictions After Termination. 12.1 15.1 The Executive Director covenants to with the Company (for itself and as trustee for each of the Group Companies) with United that he shall not for during the following periods Appointment or after whichever is the earlier of the termination of the Appointment howsoever arising (but excluding repudiatory breach of this agreement by and the Company) save with the prior written consent termination of the Board which shall not be unreasonably refused or delayed directly or indirectly, United Consultancy Agreement in either alone or jointly with or on behalf of any person, firm, company or entity and whether on his own account or as principal partner shareholder director employee consultant or in any other capacity whatsoever:-case howsoever arising:
(a) for six months following termination in the Relevant Territory and in competition with the Company two years whether directly or any of the Relevant Group Companies engage, assist or be interested in any undertaking which provides services/products similar to those provided by the Company or any of the Relevant Group Companies in the 12 months prior to termination and with which the Executive was concerned in the said period of 12 months;
(b) for three months following termination in the Relevant Territory indirectly solicit or interfere with or endeavour to entice away from the Company United or any of the Relevant Group Companies any person, firm, company or entity who was a customer of the Associated Company or any of the Relevant Group Companies in the 12 months United Group any person firm or company who at any time during the two years prior to the said termination shall be client, customer, supplier to or in the habit of dealing with any such company and with whom the Executive was concerned Director shall have had personal contact or induce or seek to induce any employee of such company with whom the Director shall have had personal contact in the said performance of his duties under the Appointment to leave its service or employ any such employee whether or not such employee would commit a breach of his contract of employment by reason of leaving such employment;
(b) for six months accept employment with or enter into any contract for services with any business concern, person, partnership, firm, company, corporation or any other body in such geographical forum as in which the Director shall have performed a substantial amount of his services pursuant to this Agreement and who or which is in competition with United or any Associated Company in the United Group in relation to products or services with which the Director shall have been directly concerned in the period of 12 monthstwelve months prior to the said termination;
(c) for six months following termination engage (whether alone or as a partner or as a director or a major shareholder of a company) in the Relevant Territory be concerned with the supply of services/products to any person, firm, company or entity business which was a customer of the Company or any of the Relevant Group Companies in the 12 months prior to termination where such services/products are is in competition with those services/products supplied by the Company United or any of the Relevant Group Companies Associated Company in the said 12 month period, with which supply the Executive was concerned United Group as described in the said period of 12 months;paragraph (b) above; and
(d) for six months following termination offer to employ or engage or solicit the employment or engagement of at any person who immediately prior to the date of termination was a member of the senior management team of the Company or any of the Relevant Group Companies and with whom the Executive worked in the 12 months prior to termination (whether or not such person would commit any breach of their contract of employment or engagement by reason of leaving the service of such company); and
(e) time represent himself as being in any way connected with or interested in the business of the Company United or any Associated Company in the United Group.
15.2 The Director shall not during the Appointment or after whichever is the earlier of the Relevant termination of the Appointment and the termination of the ICAP Consultancy Agreement in either case howsoever arising:
(a) for two years whether directly or indirectly solicit or interfere with or endeavour to entice away from ICAP or any Associated Company in the ICAP Group Companies any person firm or company who at any time during the two years prior to the said termination shall be client customer supplier to or in the habit of dealing with any such company and with whom the Director shall have had personal contact or induce or seek to induce any employee of such company with whom the Director shall have had personal contact in the performance of his duties under the Appointment to leave its service or employ any such employee whether or not such employee would commit a breach of his contract of employment by reason of leaving such employment;
(b) for six months accept employment with or enter into any contract for services with any business concern, person, partnership, firm, company, corporation or any other than body in such geographical forum as in which the Director shall have performed a substantial amount of his capacity services pursuant to this Agreement and who or which is in competition with ICAP or any Associated Company in the ICAP Group in relation to products or services with which the Director shall have been directly concerned in the period of twelve months prior to the said termination;
(c) for six months engage (whether alone or as a partner or as a director or a major shareholder of a company) in any such company.business which is in competition with ICAP or any Associated Company in the ICAP Group as described in paragraph (b) above; and
12.2 (d) at any time represent himself as being in any way connected with or interested in the business of ICAP or any Associated Company in the ICAP Group. Each of the foregoing agreements in 15.1 and 15.2 above shall constitute separate agreements between the Company and the Director and shall be in addition to and not in substitution for any obligations contained in this clause constitutes an entire separate and independent restriction on imposed upon by him by the Executive, despite general law. In the fact event that they may be contained in the same phrase and if any part is of the said sub-clauses shall be found to be unenforceable the remainder will to the extent legally permissible remain valid and enforceable.
12.3 While the restrictions are considered by the parties to be fair and reasonable in the circumstances, it is agreed that if any such restrictions should be judged to be void or ineffective for any reason but which would be treated as valid and effective if some part of the wording thereof were deleted or the periods thereof reduced or the area thereof reduced in scopeperiod of application reduced, the said restrictions provision shall apply with such modifications as will may be necessary to make them valid and or effective.
12.4 The Executive agrees that he will at the request and cost of the Company enter into a direct agreement with any of the Group Companies under which he will accept restrictions corresponding to the restrictions contained in this clause (or such as will be appropriate in the circumstances) in relation to such Group Company PROVIDED THAT any such direct agreement will not impose any greater or more onerous restrictions on the Executive than those contained in this agreement.
12.5 The provisions of this clause will not prevent the Executive from holding an Investment.
12.6 For the purposes of this clause:-
Appears in 1 contract
Restrictions After Termination. 12.1 10.1 The Executive acknowledges and agrees that the covenants set out below are reasonably necessary for the proper protection of the legitimate business interests of the Company. The Executive covenants to the Company (for itself and as trustee for each of the Group Companies) that he shall not for the following periods after the termination of the Appointment howsoever arising (but excluding repudiatory breach of this agreement by the Company) save with the prior written consent of the Board which shall not be unreasonably refused or delayed directly or indirectly, either alone or jointly with or on behalf of any person, firm, company or entity and whether on his own account or as principal partner shareholder director employee principal, partner, shareholder, director, Executive, consultant or in any other capacity whatsoever:-
(a) for six 12 months following termination in the Relevant Territory and in competition with the Company or any of the Relevant Group Companies engage, assist or be interested in any undertaking which provides services/products services similar to those provided by the Company or any of the Relevant Group Companies in the 12 months prior to termination and with which the Executive was concerned in the said period of 12 months;
(b) for three 12 months following termination in the Relevant Territory solicit or interfere with or endeavour to entice away from the Company or any of the Relevant Group Companies any person, firm, company or entity who was a customer client of the Company or any of the Relevant Group Companies in the 12 months prior to termination and with whom the Executive was concerned or had personal contact in the said period of 12 months;
(c) for six 12 months following termination in the Relevant Territory be concerned with the supply of services/products services to any person, firm, company or entity which was a customer client of the Company or any of the Relevant Group Companies in the 12 months prior to termination where such services/products services are identical or similar to or in competition with those services/products services supplied by the Company or any of the Relevant Group Companies in the said 12 month period, with which supply the Executive was concerned in the said period of 12 months;
(d) for six 12 months following termination offer to employ or engage or solicit the employment or engagement of any person who immediately prior to the date of termination was a member of the senior management team Executive or consultant of the Company or any of the Relevant Group Companies and with whom the Executive worked had significant working contact in the 12 months prior to termination (whether or not such person would commit any breach of their contract of employment or engagement by reason of leaving the service of such company); and
(e) represent himself as being in any way connected with or interested in the business of the Company or any of the Relevant Group Companies other than in his capacity as a shareholder of any such companyCompanies.
12.2 10.2 Each of the obligations contained in this clause constitutes an entire separate and independent restriction on the Executive, despite the fact that they may be contained in the same phrase and if any part is found to be unenforceable the remainder will to the extent legally permissible remain valid and enforceable.
12.3 10.3 While the restrictions are considered by the parties to be fair and reasonable in the circumstances, it is agreed that if any such restrictions should be judged to be void or ineffective for any reason but would be treated as valid and effective if part of the wording thereof were deleted or the periods thereof reduced or the area thereof reduced in scope, the said restrictions shall apply with such modifications as a will be necessary to make them valid and effective.
12.4 10.4 The Executive agrees that he will at the request and cost of the Company enter into a direct agreement with any of the Group Companies under which he will accept restrictions corresponding to the restrictions contained in this clause (or such as will be appropriate in the circumstances) in relation to such Group Company PROVIDED THAT any such direct agreement will not impose any greater or more onerous restrictions on the Executive than those contained in this agreementCompany.
12.5 10.5 The provisions of this clause will not prevent the Executive from holding an Investment.
12.6 10.6 For the purposes of this clause:-
Appears in 1 contract
Samples: Executive Service Agreement (Insignia Financial Group Inc /De/)
Restrictions After Termination. 12.1 The Executive covenants is likely to the Company (for itself obtain trade secrets and as trustee for each confidential information and personal knowledge of and influence over customers and employees of the Group Companies) that he shall not for during the following periods after the termination course of his appointment and employment. To protect these interests of the Appointment howsoever arising (but excluding repudiatory breach Company, the Executive agrees with the Company that, following termination of this agreement either (i) pursuant to notice from the Executive under clause 9.2 above or (ii) by the CompanyExecutive pursuant to clause 13.3 below, for the period of 6 months commencing on the Termination Date (provided that in no circumstance will such period end any later than the period of 12 months from the date notice is given pursuant to clause 9.2 above) save he will be bound by the following covenants: Back to Contents
10.1 he will not (either on his own behalf or for or with the prior written consent of the Board which shall not be unreasonably refused or delayed any other person), whether directly or indirectly, either alone canvass or jointly solicit in competition with or on behalf the Group the custom of any person, firm, company business which at any time during the 12 months prior to the Termination Date was a customer of the Company or entity (as the case may be) any other Group Company and whether in respect of which he had access to confidential information or with whose custom or business he was were personally concerned or employees reporting directly to him were personally concerned;
10.2 he will not (either on his own account behalf or as principal partner shareholder director employee consultant for or in with any other capacity whatsoever:-
person, whether directly or indirectly,) deal with or otherwise accept in competition with the Group the custom of any business which was at any time during the 12 months prior to the Termination Date a customer of the Company or (aas the case may be) for six months following termination in the Relevant Territory any Group Company and in respect of which he had access to confidential information or with whose custom or business he was personally concerned;
10.3 he will not (either on his own behalf or for or with any other person, whether directly or indirectly) canvass or solicit in competition with the Group the custom of any business which was negotiating with the Company or any other Group Company for the supply of goods or services (whether as customer, supplier, agent or distributor of the Relevant Company) during the six months prior to the Termination Date or which was a potential customer to whom he had made a presentation or a pitch and in respect of whom you had access to confidential information or with whose custom or business you were personally concerned;
10.4 you will not (either on your own behalf or for or with any other person, whether directly or indirectly) deal with or otherwise accept in competition with the Group Companies engage, assist or be interested in the custom of any undertaking business which provides services/products similar to those provided by was negotiating with the Company or any other Group Company for the supply of goods or services (whether as customer, supplier, agent or distributor of the Relevant Group Companies in Company) during the 12 six months prior to termination the Termination Date or which was a potential customer to whom you had made a presentation or a pitch and in respect of whom he had access to confidential information or with which the Executive whose custom or business he was concerned in the said period of 12 months;personally concerned; and
10.5 he will not (beither on his own behalf or for or with any other person, whether directly or indirectly,) for three months following termination in the Relevant Territory solicit entice or interfere with or endeavour try to entice away from the Company or any of the Relevant other Group Companies Company any person, firm, company or entity person who was a customer director, executive manager, senior manager or other employee with managerial responsibilities of such a company at the Company Termination Date and who had been a band F or higher employee (or equivalent) at any of time during the Relevant Group Companies in the 12 six months prior to termination and with whom the Executive was concerned or had personal contact in the said period of 12 months;
(c) for six months following termination in the Relevant Territory be concerned with the supply of services/products to any person, firm, company or entity which was a customer of the Company or any of the Relevant Group Companies in the 12 months prior to termination where such services/products are in competition with those services/products supplied by the Company or any of the Relevant Group Companies in the said 12 month period, with which supply the Executive was concerned in the said period of 12 months;
(d) for six months following termination offer to employ or engage or solicit the employment or engagement of any person who immediately prior to the date of termination was a member of the senior management team of the Company or any of the Relevant Group Companies and with whom the Executive worked in the 12 months prior to termination (whether or not such person would commit any breach of their contract of employment or engagement by reason of leaving the service of such company); and
(e) represent himself as being in any way connected with or interested in the business of the Company or any of the Relevant Group Companies other than in his capacity as a shareholder of any such company.
12.2 Termination Date. Each of the obligations paragraphs contained in this clause 10 constitutes an entire entirely separate and independent restriction on the Executive, despite the fact that they may be contained in the same phrase and if covenant. If any part covenant is found to be unenforceable invalid this will not affect the remainder will to the extent legally permissible remain valid and enforceable.
12.3 While the restrictions are considered by the parties to be fair and reasonable in the circumstances, it is agreed that if any such restrictions should be judged to be void validity or ineffective for any reason but would be treated as valid and effective if part enforceability of the wording thereof were deleted or the periods thereof reduced or the area thereof reduced in scope, the said restrictions shall apply with such modifications as will be necessary to make them valid and effective.
12.4 The Executive agrees that he will at the request and cost of the Company enter into a direct agreement with any of the Group Companies under which he will accept restrictions corresponding to the restrictions contained in this clause (or such as will be appropriate in the circumstances) in relation to such Group Company PROVIDED THAT any such direct agreement will not impose any greater or more onerous restrictions on the Executive than those contained in this agreementother covenants.
12.5 The provisions of this clause will not prevent the Executive from holding an Investment.
12.6 For the purposes of this clause:-
Appears in 1 contract
Restrictions After Termination. 12.1 The Executive covenants to the Company (for itself and as trustee for each of the Group Companies) that he she shall not for the following periods after the termination of the Appointment howsoever arising (but excluding repudiatory breach of this agreement by the Company) save with the prior written consent of the Board which shall not be unreasonably refused or delayed directly or indirectly, either alone or jointly with or on behalf of any person, firm, company or entity and whether on his own account or as principal partner shareholder director employee consultant or in any other capacity whatsoever:-
(a) for six months following termination in the Relevant Territory and in competition with the Company or any of the Relevant Group Companies engage, assist or be interested in any undertaking which provides services/products similar to those provided by the Company or any of the Relevant Group Companies in the 12 months prior to termination and with which the Executive was concerned in the said period of 12 months;
(b) for three months following termination in the Relevant Territory solicit or interfere with or endeavour to entice away from the Company or any of the Relevant Group Companies any person, firm, company or entity who was a customer of the Company or any of the Relevant Group Companies in the 12 months prior to termination and with whom the Executive was concerned or had personal contact in the said period of 12 months;
(c) for six months following termination in the Relevant Territory be concerned with the supply of services/products to any person, firm, company or entity which was a customer of the Company or any of the Relevant Group Companies in the 12 months prior to termination where such services/products are in competition with those services/products supplied by the Company or any of the Relevant Group Companies in the said 12 month period, with which supply the Executive was concerned in the said period of 12 months;
(d) for six months following termination offer to employ or engage or solicit the employment or engagement of any person who immediately prior to the date of termination was a member of the senior management team of the Company or any of the Relevant Group Companies and with whom the Executive worked in the 12 months prior to termination (whether or not such person would commit any breach of their contract of employment or engagement by reason of leaving the service of such company); and
(e) represent himself as being in any way connected with or interested in the business of the Company or any of the Relevant Group Companies other than in his capacity as a shareholder of any such company.
12.2 Each of the obligations contained in this clause constitutes an entire separate and independent restriction on the Executive, despite the fact that they may be contained in the same phrase and if any part is found to be unenforceable the remainder will to the extent legally permissible remain valid and enforceable.
12.3 While the restrictions are considered by the parties to be fair and reasonable in the circumstances, it is agreed that if any such restrictions should be judged to be void or ineffective for any reason but would be treated as valid and effective if part of the wording thereof were deleted or the periods thereof reduced or the area thereof reduced in scope, the said restrictions shall apply with such modifications as will be necessary to make them valid and effective.
12.4 The Executive agrees that he will at the request and cost of the Company enter into a direct agreement with any of the Group Companies under which he will accept restrictions corresponding to the restrictions contained in this clause (or such as will be appropriate in the circumstances) in relation to such Group Company PROVIDED THAT any such direct agreement will not impose any greater or more onerous restrictions on the Executive than those contained in this agreement.
12.5 The provisions of this clause will not prevent the Executive from holding an Investment.
12.6 For the purposes of this clause:-
Appears in 1 contract
Restrictions After Termination. 12.1 11.1 The Executive covenants to the Company (for itself and as trustee for each of the Group Companies) that he shall not for the following periods after the termination of the Appointment howsoever arising (but excluding repudiatory breach of this agreement Agreement by the Company) (“Termination”) save with the prior written consent of the Board which shall not be unreasonably refused or delayed directly or indirectly, either alone or jointly with or on behalf of any person, firm, company or entity and whether on his her own account or as principal partner shareholder director employee principal, partner, shareholder, director, employee, consultant or in any other capacity whatsoever:-
(a) for six For 6 months following termination Termination, in the Relevant Territory and in competition with the Company or any of the Relevant Group Companies engage, assist or be interested in any undertaking which provides services/or is likely to provide services or manufacture products similar to those provided or manufactured by the Company or any of the Relevant Group Companies (which shall include the manufacture, sale or distribution of cigarettes, cigars, cigarette papers and tubes, or other tobacco products) in the 12 months prior to termination Termination and with which the Executive (or anyone reporting to the Executive) was concerned or had confidential information about in the said period of 12 months;
(b) for three For 6 months following termination Termination, in the Relevant Territory solicit or interfere with or endeavour to entice away from the Company or any of the Relevant Group Companies any person, firm, company or entity who was a customer of the Company or any of the Relevant Group Companies in the 12 months prior to termination Termination and with whom the Executive (or anyone reporting to the Executive) was concerned or had personal contact with or had confidential information about in the said period of 12 months;
(c) for six For 6 months following termination Termination, in the Relevant Territory be concerned with the supply of services/products to any person, firm, company or entity which was a client/customer of the Company or any of the Relevant Group Companies in the 12 months prior to termination Termination where such services/products are identical or similar to or in competition with those services/products supplied by the Company or any of the Relevant Group Companies (which shall include the manufacture, sale or distribution of cigarettes, cigars, cigarette papers and tubes, or other tobacco products) in the said 12 month period, with which supply the Executive (or anyone reporting to the Executive) was concerned or had confidential information about in the said period of 12 months;
(d) For 6 months following Termination, in the Relevant Territory solicit or interfere with or endeavour to entice away from the Company or any of the Relevant Group Companies any person, firm, company or entity who was a supplier of services/goods to the Company or any of the Relevant Group Companies which are necessary or required for the manufacture, sale or distribution of cigarettes, cigars, cigarette papers and tubes, or other tobacco products in the 12 months prior to Termination and with whom the Executive (or anyone reporting to the Executive) was concerned or had personal contact with or had confidential information about in the said period of 12 months.
(e) For 6 months following Termination, in the Relevant Territory and in competition with the Company or any Relevant Group Companies be concerned with the receipt of services/goods from any person, firm, company or entity which was a supplier of services/goods to the Company or any of the Relevant Group Companies in the 12 months prior to Termination where such services/goods are identical or similar to or in competition with those services/goods supplied to the Company or any of the Relevant Group Companies (which shall include the manufacture, sale or distribution of cigarettes, cigars, cigarette papers and tubes, or other tobacco products) in the said period of 12 months and with which supply the Executive (or anyone reporting to the Executive) was concerned in the said period of 12 months;
(df) for six For 6 months following termination Termination, offer to employ or engage or solicit the employment or engagement of any person who immediately prior to the date of termination was an employee or consultant (engaged via a member of the senior management team third party, agency or directly) of the Company or any of the Relevant Group Companies and with whom was employed by or held a senior or managerial position or a position whereby he had access to the Executive worked in the 12 months prior to termination Company’s confidential information (whether or not such person would commit any breach of their his contract of employment or engagement by reason of leaving the service of such company); andor
(eg) At any time following Termination represent himself herself as being in any way connected with or interested in the business of the Company or any of the Relevant Group Companies other than in his capacity as a shareholder of any such companyCompanies.
12.2 11.2 The period of the restrictions contained in Clause 11.1 above will be reduced by any period the Executive spends on garden leave in accordance with Clause 3.4.
11.3 Each of the obligations contained in this clause Clause 11.1 constitutes an entire entire, separate and independent restriction on the Executive, despite the fact that they may be contained in the same phrase and if any part is found to be unenforceable the remainder will to the extent legally permissible remain valid and enforceable.
12.3 11.4 While the restrictions in Clause 11.1 are considered by the parties to be fair and reasonable in the circumstances, it is agreed that if any such restrictions should be judged adjudged to be void or ineffective for any reason but would be treated as valid and effective if part of the wording thereof were deleted or the periods thereof reduced or the area thereof reduced in scope, the said restrictions shall apply with such modifications as will be necessary to make them valid and effective.
12.4 11.5 The Executive agrees that he she will at the request and cost of the Company enter into a direct agreement with any of the Group Companies under which he she will accept restrictions corresponding to the restrictions contained in this clause Clause 11.1 (or such as will be appropriate in the circumstances) in relation to such Group Company PROVIDED THAT any such direct agreement will not impose any greater or more onerous restrictions on the Executive than those contained in this agreementCompany.
12.5 11.6 The provisions of this clause Clause will not prevent the Executive from holding an Investment.
12.6 11.7 The Executive acknowledges that her senior position with the Company and any Group Company gives her access to and the benefit of confidential information vital to the continuing business of the Company and any Group Company and influence over and connection with the Company’s customers, suppliers, distributors, agents, employees, workers, consultants and directors and those of any Group Company in or with which the Executive is engaged or in contact and acknowledges and agrees that the provisions of this clause are reasonable in their application to her and necessary but no more than sufficient to protect the interests of the Company and any Group Company.
11.8 If any person, during the Appointment or any period during which the covenants in this Clause apply, offers to the Executive any arrangement or contract which might or would cause the Executive to breach any of the covenants, she will notify that person of the terms of this clause.
11.9 For the purposes of this clause:-Clause:-
Appears in 1 contract
Samples: Executive Service Agreement (Imperial Tobacco Group PLC)
Restrictions After Termination. 12.1 10.1 The Executive acknowledges that he is to receive valuable consideration in connection with the sale of the issued share capital of the Company to Insignia Financial Group Inc, a substantial consideration being paid to the Executive and other former shareholders of the Company in connection with the goodwill of the Company. The Executive acknowledges and agrees that the covenants set out below are reasonably necessary for the proper protection of the legitimate business interests of the Company. The Executive covenants to the Company (for itself and as trustee for each of the Group Companies) that he shall not for the following periods after the termination of the Appointment howsoever arising (but excluding repudiatory breach of this agreement by the Company) save with the prior written consent of the Board which shall not be unreasonably refused or delayed directly or indirectly, either alone or jointly with or on behalf of any person, firm, company or entity and whether on or his own account or as principal partner shareholder director employee partner, shareholder, director, employee, consultant or in any other capacity whatsoever:-whatsoever:
(a) for six 12 months following termination in the Relevant Territory and in competition with the Company or any of the Relevant Group Companies engage, assist or be interested in any undertaking which provides services/products services similar to those provided by the Company or any of the Relevant Group Companies in the 12 months prior to termination and with which the Executive was concerned in the said period of 12 months;
(b) for three 12 months following termination in the Relevant Territory solicit or interfere with or endeavour to entice away aware from the Company or any of the Relevant Group Companies any person, firm, company or entity who was a customer client of the Company or any of the Relevant Group Companies in the 12 months prior to termination and with whom the Executive was concerned or had personal contact in the said period of 12 months;
(c) for six 12 months following termination in the Relevant Territory be concerned with the supply of services/products services to any person, firm, company or entity which was a customer client of the Company or any of the Relevant Group Companies in the 12 months prior to termination where such services/products services are identical or similar to or in competition with those services/products services supplied by the Company or any of the Relevant Group Companies in the said 12 month period, with which supply the Executive was concerned in the said period of 12 months;
(d) for six 12 months following termination offer to employ or engage or solicit the employment or engagement of any person who immediately prior to the date of termination was a member of the senior management team employee or consultant of the Company or any of the Relevant Group Companies and with whom the Executive worked had significant working contact in the 12 months prior to termination (whether or not such person would commit any breach of their contract of employment or engagement by reason of leaving the service of such company); and
(e) represent himself as being in any way connected with or interested in the business of the Company or any of the Relevant Group Companies other than in his capacity as a shareholder of any such companyCompanies.
12.2 10.2 Each of the obligations contained in this clause constitutes an entire separate and independent restriction on the Executive, despite the fact that they may be contained in the same phrase and if any part is found to be unenforceable the remainder will to the extent legally permissible remain valid and enforceable.
12.3 10.3 While the restrictions are considered by the parties to be fair and reasonable in the circumstances, it is agreed that if any such restrictions should be judged to be void or ineffective for any reason but would be treated as a valid and effective if part of the wording thereof were deleted or the periods thereof reduced or the area thereof reduced in scope, the said restrictions shall apply with such modifications as will be necessary to make them valid and effective.
12.4 10.4 The Executive agrees that he will at the request and cost of the Company enter into a direct agreement with any of the Group Companies under which he will accept restrictions corresponding to the restrictions contained in this clause (or such as will be appropriate in the circumstances) in relation to such Group Company PROVIDED THAT any such direct agreement will not impose any greater or more onerous restrictions on the Executive than those contained in this agreementCompany.
12.5 10.5 The provisions of this clause will not prevent the Executive from holding an Investment.
12.6 10.6 For the purposes of this clause:-clause:
Appears in 1 contract
Samples: Executive Service Agreement (Insignia Esg Holdings Inc)
