Common use of The Executive Clause in Contracts

The Executive. (a) will faithfully and diligently serve the Company and perform such duties to the best of his ability and exercise such powers as may be assigned to or vested in the Executive from time to time by or under the authority of the Board in such manner as shall be specified by or under the authority of the Board and shall use his best endeavours to promote the interests of the Company and any Group Member as directed by the Board; (b) acknowledges and agrees that the Company may at its sole discretion, but only during any termination notice period, require him to perform his duties jointly with another person or persons; (c) shall report and provide such information and explanation to the Board or Chief Executive of the Company as and when reasonably required or to such other person as the Board may direct and comply with all rules and regulations from time to time laid down by the Company concerning its employees which are consistent with this agreement; (d) shall devote the whole of his time attention and abilities to the performance of his duties during the Company's normal business hours of 9.00 am to 5.30 pm Monday to Friday inclusive and at such other times as may reasonably be necessary in the interests of the Company (unless prevented by illness or other incapacity and except as may from time to time be permitted or required by the Board); (e) acknowledges that he holds a senior executive position with certain autonomous decision taking powers and therefore is not subject to regulation 4(1) of the Working Time Regulations 1998 but without prejudice to that the Executive accepts that by signing this agreement he has agreed that, insofar as it would apply to the employment, regulation 4(1) of the Working Time Regulations 1998 shall not apply unless the Executive withdraws such agreement by giving to the Company not less than 3 months prior notice in writing; (f) undertakes not to harm the reputation of the Company or any Group Member; and (g) shall when requested to do so, fully and promptly give the Board such explanations, information and assistance as it may require relating to the transactions and affairs of the Company and any Group Member of which the Executive shall have knowledge or of which the Executive ought to have knowledge. Back to Contents

The Executive. (a) will faithfully and diligently serve acknowledges for the Company and perform such duties to purposes of the best Patents Xxx 0000 that because of the nature of his ability duties and exercise such powers as may be assigned the particular responsibilities arising from the nature of his duties he has and at all times during his employment will have a special obligation to or vested in the Executive from time to time by or under the authority of the Board in such manner as shall be specified by or under the authority of the Board and shall use his best endeavours to promote further the interests of the undertakings of the Company and of any Group Member Affiliated Company (as directed by the Boarddefined in Clause 16.1 of this Agreement); (b) acknowledges undertakes to notify and agrees that disclose to the Company may at its sole discretionin writing full details of all Intellectual Property forthwith upon the production of the same, but only during and promptly whenever requested by the Company and in any termination notice periodevent upon the determination of his employment with the Company deliver up to the Company all correspondence and other documents, require him papers and records, and all copies thereof in his possession, custody and power relating to perform his duties jointly with another person or personsany Intellectual Property; (c) shall report and provide such information and explanation undertakes to hold upon trust for the Board or Chief Executive benefit of the Company as any Intellectual Property and when reasonably required or the Intellectual Property Rights therein to such other person as the Board extent the same may direct not be and comply with all rules and regulations from time to time laid down by until the Company concerning its employees which same are consistent with this agreementvested absolutely in the Company; (d) shall devote hereby assigns to the whole Company all of his present and future right title and interest throughout the world in Intellectual Property produced, invented or discovered by the Executive either alone or with any other person at any time attention and abilities to now or thereafter during the performance continuance in force of this Agreement, whether or not in the course of his duties during the Company's normal business hours of 9.00 am to 5.30 pm Monday to Friday inclusive and at such other times as may reasonably be necessary in the interests of the Company (unless prevented by illness or other incapacity and except as may from time to time be permitted or required by the Board)employment hereunder; (e) acknowledges (for the avoidance of doubt), that he holds a senior executive position with certain autonomous decision taking powers in consideration of his rights, responsibilities and therefore is not subject to regulation 4(1) remuneration and all inventions, discoveries and designs created during the term of the Working Time Regulations 1998 but without prejudice Agreement shall be deemed to that have been created in the Executive accepts that by signing this agreement he has agreed that, insofar as it would apply to the employment, regulation 4(1) course of the Working Time Regulations 1998 shall not apply unless the Executive withdraws such agreement by giving Executive's normal duties and to be capable of assignment to the Company not less than 3 months prior notice in writingunder Clause 12.2(d) above; (f) undertakes not to harm the reputation acknowledges that by virtue of the Company Company's exclusive ownership of the Confidential Information and the Intellectual Property Rights assigned to it pursuant to this Clause 12.2, that the Executive may not now or at any Group Membertime in the future use or exploit the Confidentiality Information or the Intellectual Property without the written permission of the Company, except in the performance of his obligations under this Agreement; (g) acknowledges that save as provided by law no further remuneration or compensation other than that provided for herein is or may become due to the Executive in respect of the performance of his obligations under this Clause; and (gh) shall when requested to do so, fully and promptly give undertakes at the Board such explanations, information and assistance as it may require relating to the transactions and affairs expense of the Company to execute all such documents, make such applications, give such assistance and any Group Member do such acts and things as may in the opinion of which the Executive shall have knowledge Company be necessary or desirable to vest in the Company the ownership and registration of which all Intellectual Property Rights and otherwise to protect and maintain the Executive ought to have knowledge. Back to ContentsIntellectual Property and the Industrial Property Rights therein.

The Executive. (a) will faithfully and diligently serve acknowledges for the Company and perform such duties to purposes of the best Patents Xxx 0000 that because of the nature of his ability duties and exercise such powers as may be assigned the particular responsibilities arising from the nature of his duties he has and at all times during his employment will have a special obligation to or vested in the Executive from time to time by or under the authority of the Board in such manner as shall be specified by or under the authority of the Board and shall use his best endeavours to promote further the interests of the undertakings of the Company and of any Group Member Affiliated Company (as directed by the Boarddefined in Clause 16.1 of this Agreement); (b) acknowledges undertakes to notify and agrees that disclose to the Company may at its sole discretionin writing full details of all Intellectual Property forthwith upon the production of the same, but only during and promptly whenever requested by the Company and in any termination notice periodevent upon the determination of his employment with the Company deliver up to the Company all correspondence and other documents, require him papers and records, and all copies thereof in his possession, custody and power relating to perform his duties jointly with another person or personsany Intellectual Property; (c) shall report and provide such information and explanation undertakes to hold upon trust for the Board or Chief Executive benefit of the Company as any Intellectual Property and when reasonably required or the Intellectual Property Rights therein to such other person as the Board extent the same may direct not be and comply with all rules and regulations from time to time laid down by until the Company concerning its employees which same are consistent with this agreementvested absolutely in the Company; (d) shall devote hereby assigns to the whole Company all of his present and future right title and interest throughout the world in intellectual Property produced, invented or discovered by the Executive either alone or with any other person at any time attention and abilities to now or thereafter during the performance continuance in force of this Agreement, whether or not in the course of his duties during the Company's normal business hours of 9.00 am to 5.30 pm Monday to Friday inclusive and at such other times as may reasonably be necessary in the interests of the Company (unless prevented by illness or other incapacity and except as may from time to time be permitted or required by the Board)employment hereunder; (e) acknowledges (for the avoidance of doubt), that he holds a senior executive position with certain autonomous decision taking powers in consideration of his rights, responsibilities and therefore is not subject to regulation 4(1) remuneration and all inventions, discoveries and designs created during the term of the Working Time Regulations 1998 but without prejudice Agreement shall be deemed to that have been created in the Executive accepts that by signing this agreement he has agreed that, insofar as it would apply to the employment, regulation 4(1) course of the Working Time Regulations 1998 shall not apply unless the Executive withdraws such agreement by giving Executive's normal duties and to be capable of assignment to the Company not less than 3 months prior notice in writingunder Clause 12.2(d)above; (f) undertakes not to harm the reputation acknowledges that by virtue of the Company Company's exclusive ownership of the Confidential Information and the Intellectual Property Rights assigned to it pursuant to this Clause 22.2, that the Executive may not now or at any Group Membertime in the future use or exploit the Confidentiality Information or the Intellectual Property without the written permission of the Company, except in the performance of his obligations under this Agreement; (g) acknowledges that save as provided by law no further remuneration or compensation other than that provided for herein is or may become due to the Executive in respect of the performance of his obligations under this Clause; and (gh) shall when requested to do so, fully and promptly give undertakes at the Board such explanations, information and assistance as it may require relating to the transactions and affairs expense of the Company to execute all such documents, make such applications, give such assistance and any Group Member do such acts and things as may in the option of which the Executive shall have knowledge Company be necessary or desirable to vest in the Company the ownership and registration of which all Intellectual Property Rights and otherwise to protect and maintain the Executive ought to have knowledge. Back to ContentsIntellectual Property and the Industrial Property Rights therein.

The Executive. (a) will faithfully acknowledges for the purposes of section 39 of the Patents Axx 0000 that because of the nature of the Executive's duties, and diligently serve the Company and perform such duties to the best of his ability and exercise such powers as may be assigned to or vested in particular responsibilities arising from those duties, the Executive from time has, and at all times during employment will have, a special obligation to time by or under the authority of the Board in such manner as shall be specified by or under the authority of the Board and shall use his best endeavours to promote further the interests of the business of the Company and any Group Member as directed by the BoardGroup; (b) acknowledges undertakes to promptly, whenever requested by the Company, and agrees that in any event upon the termination of employment, deliver up to the Company may at its sole discretionall such Intellectual Property Rights and all related correspondence, but only during documents, papers and records and all copies of any termination notice period, require him to perform his duties jointly with another person such Intellectual Property Rights in the Executive's possession or personscontrol; (c) shall report and provide such information and explanation undertakes to hold upon trust for the Board or Chief Executive benefit of the Company as and when reasonably required (or to such other person as its nominee) all Intellectual Property Rights in respect of all Intellectual Property Rights made, originated or developed by the Board may direct and comply with all rules and regulations from time to time laid down Executive during employment by the Company concerning (whether or not during working hours or using the premises or resources of the Company or the Group) to the extent that they do no vest automatically in the Company, until the same are vested absolutely in the Company (or its employees which are consistent with this agreementnominee); (d) shall devote assigns absolutely with full title guarantee by way of present assignment of present and future rights, all Intellectual Property Rights made, originated or developed by the whole of his time attention and abilities to the performance of his duties during the Company's normal business hours of 9.00 am to 5.30 pm Monday to Friday inclusive and at such other times as may reasonably be necessary Executive in the interests course of employment (whether or not during working hours or using the premises or resources of the Company (unless prevented by illness or other incapacity and except as may from time to time be permitted or required by the BoardGroup); (e) acknowledges that, other than as required by law, no further remuneration or compensation other than that he holds a senior executive position with certain autonomous decision taking powers and therefore set out in this agreement is not subject or may become due to regulation 4(1) the Executive in respect of the Working Time Regulations 1998 but without prejudice to that the Executive accepts that by signing this agreement he has agreed that, insofar as it would apply to the employment, regulation 4(1) performance of the Working Time Regulations 1998 shall not apply unless the Executive withdraws such agreement by giving to the Company not less than 3 months prior notice in writingExecutive's obligations under this Clause 20; (f) undertakes undertakes, at the reasonable expense of the Company, to execute all such documents, make such applications, give such assistance and do all such acts and things as may in the opinion of the Company be necessary or desirable to vest, register or obtain any Intellectual Property in the name of the Company (or its nominee), and otherwise to protect and maintain any Intellectual Property Rights made, originated or developed by the Executive and all related Intellectual Property Rights; (g) waives any moral rights (as provided for by Chapter IV of the Copyright Designs & Patents Act 1988 (the 1000 Xxx) or any similar provisions of law in any jurisdiction) in any Intellectual Property Rights created, made, originated, developed or produced by the Executive in the course of employment (whether or not to harm during working hours or using the reputation premises or resources of the Company or the Group) and agrees to grant all necessary consents and further agrees not to institute, support, maintain or permit any Group Memberaction or claim to the effect that any treatment, exploitation or use of such Intellectual Property Rights infringes the Executive's moral rights, including the right to be identified, the right of integrity and the right against false attribution provided for in the 1988 Act; (h) will not, except in the proper performance of the Executive's duties, disclose any Intellectual Property Rights (or any related correspondence, documents, papers and records and copies) belonging to the Company (or its nominee) without the prior written consent of the Company; and (gi) shall when requested to do so, fully and promptly will give the Board such explanations, information and all necessary assistance as it may require relating to the transactions and affairs of Company (or its nominee) to enable the Company and any Group Member (or its nominee) to enforce its Intellectual Property Rights against third parties and/or to defend claims for infringement of which the Executive shall have knowledge or of which the Executive ought to have knowledge. Back to Contentsthird party Intellectual Property Rights.

The Executive. (a) will faithfully acknowledges for the purposes of section 39 of the Patents Axx 0000 that because of the nature of the Executive's duties, and diligently serve the Company and perform such duties to the best of his ability and exercise such powers as may be assigned to or vested in particular responsibilities arising from those duties, the Executive from time has, and at all times during employment will have, a special obligation to time by or under the authority of the Board in such manner as shall be specified by or under the authority of the Board and shall use his best endeavours to promote further the interests of the business of the Company and any Group Member as directed by the BoardGroup; (b) acknowledges undertakes to promptly, whenever requested by the Company, and agrees that in any event upon the termination of employment, deliver up to the Company may at its sole discretionall such Intellectual Property Rights and all related correspondence, but only during documents, papers and records and all copies of any termination notice period, require him to perform his duties jointly with another person such Intellectual Property Rights in the Executive's possession or personscontrol; (c) shall report and provide such information and explanation undertakes to hold upon trust for the Board or Chief Executive benefit of the Company as and when reasonably required (or to such other person as its nominee) all Intellectual Property Rights in respect of all Intellectual Property Rights made, originated or developed by the Board may direct and comply with all rules and regulations from time to time laid down Executive during employment by the Company concerning (whether or not during working hours or using the premises or resources of the Company or the Group) to the extent that they do no vest automatically in the Company, until the same are vested absolutely in the Company (or its employees which are consistent with this agreementnominee); (d) shall devote assigns absolutely with full title guarantee by way of present assignment of present and future rights, all Intellectual Property Rights made, originated or developed by the whole of his time attention and abilities to the performance of his duties during the Company's normal business hours of 9.00 am to 5.30 pm Monday to Friday inclusive and at such other times as may reasonably be necessary Executive in the interests course of employment (whether or not during working hours or using the premises or resources of the Company (unless prevented by illness or other incapacity and except as may from time to time be permitted or required by the BoardGroup); (e) acknowledges that, other than as required by law, no further remuneration or compensation other than that he holds a senior executive position with certain autonomous decision taking powers and therefore set out in this agreement is not subject or may become due to regulation 4(1) the Executive in respect of the Working Time Regulations 1998 but without prejudice to that the Executive accepts that by signing this agreement he has agreed that, insofar as it would apply to the employment, regulation 4(1) performance of the Working Time Regulations 1998 shall not apply unless the Executive withdraws such agreement by giving to the Company not less than 3 months prior notice in writingExecutive's obligations under this Clause 19; (f) undertakes undertakes, at the reasonable expense of the Company, to execute all such documents, make such applications, give such assistance and do all such acts and things as may in the opinion of the Company be necessary or desirable to vest, register or obtain any Intellectual Property in the name of the Company (or its nominee), and otherwise to protect and maintain any Intellectual Property Rights made, originated or developed by the Executive and all related Intellectual Property Rights; (g) waives any moral rights (as provided for by Chapter IV of the Copyright Designs & Patents Act 1988 (the 1000 Xxx) or any similar provisions of law in any jurisdiction) in any Intellectual Property Rights created, made, originated, developed or produced by the Executive in the course of employment (whether or not to harm during working hours or using the reputation premises or resources of the Company or the Group) and agrees to grant all necessary consents and further agrees not to institute, support, maintain or permit any Group Memberaction or claim to the effect that any treatment, exploitation or use of such Intellectual Property Rights infringes the Executive's moral rights, including the right to be identified, the right of integrity and the right against false attribution provided for in the 1988 Act; (h) will not, except in the proper performance of the Executive's duties, disclose any Intellectual Property Rights (or any related correspondence, documents, papers and records and copies) belonging to the Company (or its nominee) without the prior written consent of the Company; and (gi) shall when requested to do so, fully and promptly will give the Board such explanations, information and all necessary assistance as it may require relating to the transactions and affairs of Company (or its nominee) to enable the Company and any Group Member (or its nominee) to enforce its Intellectual Property Rights against third parties and/or to defend claims for infringement of which the Executive shall have knowledge or of which the Executive ought to have knowledge. Back to Contentsthird-party Intellectual Property Rights.