Common use of Restrictions on the Director Clause in Contracts

Restrictions on the Director. (A) During the Appointment the Director shall not, and shall procure that none of his Affiliates shall, be directly or indirectly, engaged in or concerned with or interested in any business which is in any respect in competition with or similar to the Business provided that this shall not prohibit the holding (directly or through nominees) of investments listed on any stock exchange as long as not more than 5 per cent. of the issued shares or stock of any class of any one company shall be so held save that this restriction shall not apply to any holding of shares or stock of the Company. (B) The Director shall not (except in the proper course of his duties), and shall procure that none of his Affiliates shall, either during or after the termination of the Appointment without limit in point of time except authorised by the Board or required by his duties hereunder :- (1) divulge or communicate to any person except to those of the officials of the Group whose province is to know the same in the proper course of their duties; or (2) use, take away, conceal or destroy for his own purpose or for any purpose other than that of the Group or for the advantage of any person other than the Group or to the detriment of the Group; or (3) through any failure to exercise all due care and diligence cause any unauthorised disclosure of, any secret, confidential or private information :- (a) relating to the dealings, organisation, business, finance, transactions or any other affairs of the Group or its suppliers, agents, distributors, clients or customers; or (b) relating to the working of any process or invention which is carried on or used by any company in the Group or which he may discover or make during the Appointment including anything which by virtue of Clause 9(B) becomes the absolute property of the Group; or (c) in respect of which any company within the Group is bound by an obligation of confidence to any third party but these restrictions shall cease to apply to any information or knowledge which may (otherwise than through the default of the Director or his Affiliates) become available to the public generally without requiring a significant expenditure of labour, skill or money or otherwise required by law or any applicable rules or regulations to be disclosed. (C) The Director agrees that, subject to the exception provided under Clause 8(A), for a period of 2 years after the expiry or the termination of the Appointment, the Director shall not, and shall procure that his Affiliates do not :- (1) engage or be engaged or concerned or interested in the People's Republic of China, whether directly or indirectly, in any business which is in competition with or similar to the Business; (2) take up employment with any person, firm, company or organisation engaged in the People's Republic of China, whether directly or indirectly, in or operating any part of the Business (but this restriction shall not operate so as to prohibit an employment none of the duties of which relate to the Business) or assist any such person, firm, company or organisation with technical, commercial or professional advice in relation to the Business; (3) either for his own account or for any person, firm, company or organisation solicit or entice away or endeavour to solicit or entice away from any company within the Group any director, manager or employee of any company in the Group whether or not such person would commit any breach of his contract of employment by reason of leaving the service of the relevant company in the Group; (4) directly or indirectly employ any person who has at any time during the continuance of the Appointment been a director, manager or employee of or consultant to any company in the Group and who by reason of such employment is or may be likely to be in possession of such information which if that person was the Director would be covered by the confidentiality restrictions of this Clause 8; (5) either on his own account or for any person, firm, company or organisation solicit or entice away or endeavour to solicit or entice away any customer, supplier or business from any person, firm, company or organisation which at any time during the continuance of the Appointment has dealt with the Company or any other company in the Group or which on the termination of the Appointment is in the process of negotiating with the Company or any such company in the Group in relation to the Business; and (6) either alone or jointly with any other person through or as manager, adviser, consultant, employee or agent for or shareholder in any person, firm, company or organisation use or procure the use in connection with any business any name or any colourable imitation thereof or any name of any member of the Group. (D) The Director shall not at any time make any untrue or misleading statement in relation to the Group. (E) Since the Director may obtain in the course of the Appointment by reason of services rendered for or offices held in any other company in the Group knowledge of the trade secrets or other confidential information of such company, without prejudice to other provisions herein, the Director hereby undertakes that he will at the request and cost of the Company or such other company enter into a direct agreement or undertaking with such company whereby he will accept restrictions corresponding to the restrictions herein contained (or such of them as may be appropriate in the circumstances) in relation to such trade secrets or other confidential information and for such period as such company may reasonably require for the protection of its legitimate interests. (F) All notes, memoranda, records, writings and material made by the Director in relation to the Business or concerning any of its dealings or affairs or the dealings or affairs of any clients or customers of the Group shall be and shall remain the property of any Group and shall be handed over by him to the Company (or to such other company in the Group as the case may require) from time to time on demand and in any event forthwith upon his leaving the service of the Company and the Director shall not retain any copy thereof. (G) The covenants in each paragraph of sub-clause (C) are independent of each other and are not to be construed restrictively by reference to one another. (H) While the restrictions contained in this Clause are considered by the parties to be reasonable in all the circumstances it is recognised that restrictions of the nature in question may fail for technical reasons unforeseen and accordingly it is hereby agreed and declared that if any such restrictions, either together or individually, shall be adjudged to be void as going beyond what is reasonable in all the circumstances for the protection of the interests of the Company and/or the Group or for any other reason whatsoever but would be valid if part of the wording thereof were deleted or the periods (if any) thereof were reduced the said restriction shall apply with such modifications as may be necessary to make it valid and effective.

Restrictions on the Director. (A) During the Appointment Appointment, the Director shall not, and shall procure that none of his Affiliates shall, not be directly or indirectly, indirectly engaged in or concerned with or interested in any business which is in any respect in competition with or similar to the Business provided that this shall not prohibit the holding (directly or through nominees) of investments listed on any stock exchange as long as not more than 5 per cent. of the issued shares or stock of any class of any one company shall be so held save that this restriction shall not apply to any holding of shares or stock of the CompanyBusiness. (B) The Director shall not (except in the proper course of his duties), and shall procure that none of his Affiliates shall, either during or after the termination of the Appointment without limit in point of time except authorised by the Board authorized or required by his duties hereunder :-duties:- (1) divulge or communicate to any person except to those of the officials of the Group whose province it is to know the same in the proper course of their dutiessame; or (2) use, take away, conceal or destroy use for his own purpose or for any purpose other than that of the Group or for the advantage of any person other than the Group or to the detriment of the Group; or (3) through any failure to exercise all due care and diligence cause any unauthorised unauthorized disclosure of, of any secret, secret confidential or private information :-information:- (a) relating to the dealings, organisationorganization, business, finance, transactions or any other affairs of the Group or its suppliers, agents, distributors, clients or customers; or (b) relating to the working of any process or invention which is carried on or used by any company in the Group or which he may discover or make during the Appointment including anything which by virtue of Clause 9(B) becomes the absolute property of the Grouphis Appointment; or (c) in respect of which any company within the Group is bound by an obligation of confidence to any third party but so that these restrictions shall cease to apply to any information or knowledge which may (otherwise than through the default of the Director or his Affiliates) become available to the public generally without requiring a significant expenditure of labour, labour skill or money or otherwise required by law or any applicable rules or regulations to be disclosedmoney. (C) The Director agrees that, subject to the exception provided under Clause 8(A), for a period of 2 years six months after the expiry or the termination of the Appointment, the Director shall not, and shall procure that his Affiliates do not :-he will not:- (1) engage or be engaged or concerned or interested in the People's Republic of China, whether directly or indirectly, indirectly in any business which is in competition with or similar to the Business; (2) Business or take up employment with any person, firm, company or organisation organization engaged in the People's Republic of China, whether directly or indirectly, in or operating any part of the Business (but this restriction shall not operate so as to prohibit an employment none of the duties of which relate to the Business) such business or assist any such person, firm, company or organisation organization with technical, commercial or professional advice in relation to the Businesssuch business; (32) either for on his own account or for any person, firm, company or organisation organization solicit or entice away or endeavour to solicit or entice away from any company within the Group any director, manager or employee servant of any company in the Group whether or not such person would commit any breach of his contract of employment by reason of leaving the service of the relevant company in the Group; (43) directly or indirectly employ any person who has at any time during the continuance currency of the Appointment been a director, manager or employee servant of or consultant to any company in the Group and who by reason of such employment is or may be likely to be in possession of such information which if that person was the Director would be covered by the confidentiality confidential restrictions of this Clause 8;; and (54) either on his own account or for any person, firm, company or organisation organization solicit or entice away or endeavour to solicit or entice away any customer, supplier or business from any person, firm, company or organisation organization which at any time during the continuance currency of the Appointment has dealt with the Company or any other company in the Group or which on the termination of the Appointment is in the process of negotiating with the Company or any such company in the Group in relation to the Business; and (6) either alone or jointly with any other person through or as manager, adviser, consultant, employee or agent for or shareholder in any person, firm, company or organisation use or procure the use in connection with any business any name or any colourable imitation thereof or any name of any member of the Group. (D) The Director shall not at any time make any untrue or misleading statement in relation to the Group. (E) Since the Director may obtain in the course of the Appointment by reason of services rendered for or offices held in any other company in the Group knowledge of the trade secrets or other confidential information of such company, without prejudice to other provisions herein, the Director hereby undertakes agrees that he will at the request and cost of the Company or such other company enter into a direct agreement or undertaking with such company whereby he will accept restrictions corresponding to the restrictions herein contained (or such of them as may be appropriate in the circumstances) in relation to such trade secrets or other confidential information products and services and such area and for such period as such company may reasonably require for the protection of its legitimate interests. (FE) All notes, memoranda, records, records and writings and material made by the Director in relation to the Business or concerning any of its dealings or affairs or the dealings or affairs of any clients or customers of the Group shall be and shall remain the property of any the Group and shall be handed over by him to the Company (or to such other company in the Group as the case may require) from time to time on demand and in any event forthwith upon his leaving the service of the Company and the Director shall not retain any copy thereof. (G) The covenants in each paragraph of sub-clause (C) are independent of each other and are not to be construed restrictively by reference to one another. (HF) While the restrictions contained in this Clause are considered by the parties to be reasonable in all the circumstances it is recognised recognized that restrictions of the nature in question may fail for technical reasons unforeseen and accordingly it is hereby agreed and declared that if any such restrictions, either together or individually, restrictions shall be adjudged to be void as going beyond what is reasonable in all the circumstances for the protection of the interests of the Company and/or the Group or for any other reason whatsoever but would be valid if part of the wording thereof were deleted or the periods (if any) thereof were reduced the said restriction shall apply with such modifications as may be necessary to make it valid and effective.

Restrictions on the Director. (A) During In respect of those businesses carried on by the Director prior to the commencement of a similar business by any company in the Group or any appointment to any position of responsibility in any business during the term of his service hereunder which does not conflict with the interest of the Group and his responsibilities to the Group and which is approved by a majority of the other members of the Board during the Appointment the Director shall not, and shall procure that none not (except with the prior written approval of his Affiliates shall, the Board) be directly or indirectly, indirectly engaged in or concerned with or interested in any other business which is in any respect in competition with or similar to the any Business provided Provided that this shall not prohibit the holding (directly or through nominees) of investments listed on any stock exchange Stock Exchange as long as not more than 5 per cent. cent of the issued shares or stock stock. of any class of any one company shall be so held save that this restriction shall not apply to any holding of shares or stock of the CompanyCompanies. (B) The he Director shall not (except in the proper course of his duties), and shall procure that none of his Affiliates shall, either during or after the termination of the Appointment without limit in point of time except authorised by the Board or required by his duties hereunder duties:- (1i) divulge or communicate to any person except to those of the officials of the Group whose province it is to know the same in the proper course of their dutiessame; or (2ii) use, take away, conceal or destroy use for his own purpose or for any purpose other than that of the Group or for the advantage of any person other than the Group or to the detriment of the Group; or (3iii) through any failure to exercise all due care and diligence cause any unauthorised un authorised disclosure of, of any secret, secret confidential or private information :-information:- (a) relating to the dealings, organisation, business, finance, transactions or any other affairs of the Group or its suppliers, agents, distributors, clients or customers; or (b) relating to the working of any process or invention which is carried on or used by any company in the Group or which he may discover or make during the Appointment his Appointment; including anything which by virtue of Clause 9(B) 7 becomes the absolute property of the Group; or. (c) in respect of which any such company within the Group is bound by an obligation of confidence to any third party but so that these restrictions shall cease to apply to any information or knowledge which may (otherwise than through the default of the Director or his AffiliatesDirector) become available to the public generally without requiring a significant expenditure of labour, labour skill or money or otherwise required by law or any applicable rules or regulations to be disclosedmoney. (C) The The. Director agrees that, that subject to the exception exceptions provided under Clause 8(A), Clauses 8 (B) and 10(A) for a period of 2 years 1 year after the expiry or the termination of the Appointment, the Director shall not, and shall procure that his Affiliates do not :-he will not:- (1i) engage or be engaged or concerned or interested in the People's Republic of China, whether Hong Kong directly or indirectly, in any business which is in competition with or similar to with the Business; (2) Business or take up employment with any person, firm, company or organisation engaged in the People's Republic of China, whether directly or indirectly, in or operating any part of the Business such business in Hong Kong (but this restriction shall not operate so as to prohibit an employment none of the duties of which which. relate to the Businesssuch business) or assist any such person, firm, company or organisation with technical, commercial or professional advice in relation to the Businesssuch business; (3ii) either for on his own account or for any person, firm, company or organisation solicit or entice away or endeavour to solicit or entice away from any company within the Group any director, manager or employee servant of any company in the Group whether or not such person would commit any breach of his contract of employment by reason of leaving the service of the relevant company in the Group; (4iii) directly or indirectly employ any person who has at any time during the continuance currency of the Appointment been a director, ; manager or employee servant of or consultant to any company in the Group and who by reason of such employment is or may be likely to be in possession of such information which if that person was the Director would be covered by the confidentiality confidential restrictions of Clause 10 of this Clause 8;Agreement; and (5iv) either on his own account or for any person, firm, person firm company or organisation solicit or entice away or endeavour to solicit or entice away any customer, supplier or business from any person, firm, person firm company or organisation which at any time during the continuance currency of the Appointment has dealt with the Company Companies or any other company in the Group or which on the termination of the Appointment is in the process of negotiating with the Company Companies or any such company in the Group in relation to the Business; and (6) either alone or jointly with any other person through or as manager, adviser, consultant, employee or agent for or shareholder in any person, firm, company or organisation use or procure the use in connection with any business any name or any colourable imitation thereof or any name of any member of the Group. (D) The Director shall not at cause or permit any time make person, firm, company or corporation directly or indirectly under its control to do any untrue of the foregoing acts or misleading statement things provided in relation Clauses 10 (A), (B) and (C). Without limiting the generality of the above, a person shall be deemed to be under the Groupcontrol of the Director for the purpose of this Clause 10 if that person is the spouse or child or step-child under the age of 18 years of the Director or if it is a company in which the Director holds directly or indirectly through another company more than or equal to 20 per cent of its issued shares or if the Director exercises influence over the management of that company or the composition of its board of directors. (E) Since the Director may obtain in the course of the Appointment by reason of services service rendered for or offices held in any other company in the Group knowledge of the trade secrets or other confidential information of such company, without prejudice to other provisions herein, company the Director hereby undertakes agrees that he will at the request and cost of the Company Companies or such other company enter into a direct agreement or undertaking with such company whereby he 11e will accept restrictions corresponding to the restrictions herein contained (or such of them as may be appropriate in the circumstances) in relation to such trade secrets or other confidential information products and services and such area and for such period as such company may reasonably reasonable require for the protection of its legitimate interests. (F) All notes, memoranda, records, notes memoranda records and writings and material made by the Director in relation to the Business or concerning any of its dealings or affairs or the dealings or affairs of any clients or customers of the Group shall be and shall remain the property of any the Group and shall be handed over by him to the Company Companies (or to such other company in the Group as the case may require) from time to time on demand and in any event forthwith upon his leaving the service of the Company Companies and the Director shall not retain any copy thereof. (G) The covenants in each paragraph of sub-clause (C) are independent of each other and are not to be construed restrictively by reference to one another. (H) While the restrictions contained in this Clause are considered by the parties to be reasonable in all the circumstances it is recognised that restrictions of the nature in question may fail for technical reasons unforeseen and accordingly it is hereby agreed and declared that if any such restrictions, either together or individually, restrictions shall be adjudged to be void as going beyond what is reasonable in all the circumstances for the protection of the interests of the Company and/or the Group or for any other reason whatsoever Companies but would be valid if part of the wording thereof were deleted or the periods (if any) thereof were reduced the said restriction shall apply with such such. modifications as may be necessary to make it valid and effective.