Common use of Vendor’s Covenants Clause in Contracts

Vendor’s Covenants. 10.1 The Vendor undertakes to and covenants with the Purchaser that (except with the consent in writing of the Purchaser) it will not at any time after Completion: 10.1.1 (except as required by law) disclose or divulge to any person (other than to officers or employees of the Purchaser whose province it is to know the same) or use (other than for the benefit of the Purchaser) any Confidential Information which may be within or have come to its knowledge and it must use all reasonable endeavors to prevent such publication, disclosure or misuse of any Confidential Information; 10.1.2 do or say anything which is likely or intended to damage the goodwill or reputation of the Company or any member of the Group or of any business carried on by the Company or any member of the Group or which may lead any person to cease to do business with the Company on substantially equivalent terms to those previously offered or not to engage in business with the Company or any member of the Group. 10.2 The Vendor undertakes to and covenants with the Purchaser that it will not, for a period of one year after the date of this agreement, either on its own behalf or jointly with any other person, directly or indirectly: 10.2.1 approach, canvass, solicit or otherwise act with a view to enticing away from or seeking in competition with any business of the Company or any member of the Group any person who at any time during the period of 12 months preceding the Completion Date or at any time after the Completion Date prior to his ceasing to be employed by the Company or any member of the Group is or has been a customer of the Company or any member of the Group and during such period it must not use its knowledge of or influence over any such customer to or for its own benefit or the benefit of any other person carrying on business in competition with the Company or any member of the Group or otherwise use its knowledge of or influence over any such customer to the detriment of the Company or any member of the Group; 10.2.2 seek to contract with or engage (in such a way as adversely to affect the business of the Company or any member of the Group as carried on at the date of this agreement) any person who has been contracting with or engaged to supply or deliver products, goods, materials or services to the Company or any member of the Group at any time during the period of [twelve] months preceding the date of this agreement or, at any time after that, before he ceases to be engaged by the Company or any member of the Group; 10.2.3 approach, canvass, solicit, engage or employ or otherwise endeavor to entice away any person who at any time during the period of [six] months preceding the Completion Date or (if later) the date of his ceasing to be employed by the Company or any member of the Group will be or will have been an employee, officer, manager, consultant, sub-contractor or agent of the Company or any member of the Group with a view to the specific knowledge or skills of such person being used by or for the benefit of any person carrying on business in competition with the business carried on by the Company or any member of the Group. 10.3 Each of the covenants contained in clauses 10.1 and 10.2 will constitute an entirely separate and independent restriction on the Vendor. 10.4 References in this clause 10 to the "business of the Company or any member of the Group" includes the business of the Company and/or any member of the Group that may from time to time be transferred to any company which is a member of the same group as the Purchaser. 10.5 The Vendor agrees and acknowledges that the restrictions contained in this clause 10 are fair and reasonable and necessary to assure to the Purchaser the full value and benefit of the Shares but, in the event that any such restriction is found to be void or unenforceable but would be valid and effective if some part or parts of the restriction were deleted, such restriction will apply with such deletion as may be necessary to make it valid and effective.

Vendor’s Covenants. 10.1 9.1 The Vendor undertakes to and covenants with the Purchaser that (except with the consent in writing of the Purchaser) it will not at any time after Completion: 10.1.1 9.1.1 (except as required by law) disclose or divulge to any person (other than to officers or employees of the Purchaser whose province it is to know the same) or use (other than for the benefit of the Purchaser) any Confidential Information which may be within or have come to its knowledge and it must use all reasonable endeavors endeavours to prevent such publication, disclosure or misuse of any Confidential Information; 10.1.2 9.1.2 do or say anything which is likely or intended to damage the goodwill or reputation of the Company or any member of the Group or of any business carried on by the Company or nor any member of the Group or which may lead any person to cease to do business with the Company or any other member of the Group on substantially equivalent terms to those previously offered or not to engage in business with the Company or any member of the Group. 10.2 9.2 The Vendor undertakes to and covenants with the Purchaser that it will not, for a period of one year five years after the date of this agreement, either on its own behalf or jointly with any other person, directly or indirectly: 10.2.1 9.2.1 approach, canvass, solicit or otherwise act with a view to enticing away from or seeking in competition with any business of the Company or any member of the Group any person who at any time during the period of 12 months preceding the Completion Date or at any time after the Completion Date prior to his ceasing to be employed by the Company or any member of the Group is or has been a customer of the Company or any member of the Group and during such period it must not use its knowledge of or influence over any such customer to or for its own benefit or the benefit of any other person carrying on business in competition with the Company or any member of the Group or otherwise use its knowledge of or influence over any such customer to the detriment of the Company or any member of the Group; 10.2.2 9.2.2 seek to contract with or engage (in such a way as adversely to affect the business of the Company or any member of the Group as carried on at the date of this agreement) any person who has been contracting contracted with or engaged to supply or deliver products, goods, materials or services to the Company or any member of the Group at any time during the period of [twelve] months preceding the date of this agreement or, at any time after that, before he ceases to be engaged employed by the Company or any member of the Group; 10.2.3 9.2.3 approach, canvass, solicit, engage or employ or otherwise endeavor endeavour to entice away any person who at any time during the period of [six] months preceding the Completion Date or (if later) the date of his ceasing to be employed by the Company or any member of the Group will be or will have been an employee, officer, manager, consultant, sub-contractor or agent of the Company or any member of the Group with a view to the specific knowledge or skills of such person being used by or for the benefit of any person carrying on business in competition with the business carried on by the Company or any member of the Group. 10.3 9.3 Each of the covenants contained in clauses 10.1 9.1 and 10.2 9.2 will constitute an entirely separate and independent restriction on the Vendor. 10.4 9.4 References in this clause 10 9 to the "business of the Company or any member of the Group" (refers to the development and research, producing, sales of various medical information systems thereof as well as relevant technical service) includes the business of the Company and/or any member of the Group that may from time to time be transferred to any company which is a member of the same group as the Purchaser. 10.5 9.5 The Vendor agrees and acknowledges that the restrictions contained in this clause 10 are fair and reasonable and necessary to assure to the Purchaser the full value and benefit of the Shares but, in the event that any such restriction is found to be void or unenforceable but would be valid and effective if some part or parts of the restriction were deleted, such restriction will apply with such deletion as may be necessary to make it valid and effective.

Vendor’s Covenants. 10.1 The Vendor undertakes to and covenants with the Purchaser that (except with the consent in writing of the Purchaser) it will not at any time after Completion: 10.1.1 (except as required by law) disclose or divulge to any person (other than to officers or employees of the Purchaser whose province it is to know the same) or use (other than for the benefit of the Purchaser) any Confidential Information which may be within or have come to its knowledge and it must use all reasonable endeavors endeavours to prevent such publication, disclosure or misuse of any Confidential Information; 10.1.2 do or say anything which is likely or intended to damage the goodwill or reputation of the Company or any member of the Group or of any business carried on by the Company or any member of the Group or which may lead any person to cease to do business with the Company or any other member of the Group on substantially equivalent terms to those previously offered or not to engage in business with the Company or any member of the Group. 10.2 The Vendor undertakes to and covenants with the Purchaser that it will not, for a period of one year after the date of this agreement, either on its own behalf or jointly with any other person, directly or indirectly: 10.2.1 approach, canvass, solicit or otherwise act with a view to enticing away from or seeking in competition with any business of the Company or any member of the Group any person who at any time during the period of 12 months preceding the Completion Date or at any time after the Completion Date prior to his ceasing to be employed by the Company or any member of the Group is or has been a customer of the Company or any member of the Group and during such period it must not use its knowledge of or influence over any such customer to or for its own benefit or the benefit of any other person carrying on business in competition with the Company or any member of the Group or otherwise use its knowledge of or influence over any such customer to the detriment of the Company or any member of the Group; 10.2.2 seek to contract with or engage (in such a way as adversely to affect the business of the Company or any member of the Group as carried on at the date of this agreement) any person who has been contracting with or engaged to supply or deliver products, goods, materials or services to the Company or any member of the Group at any time during the period of [twelve] months preceding the date of this agreement or, at any time after that, before he ceases to be engaged by the Company or any member of the Group; 10.2.3 approach, canvass, solicit, engage or employ or otherwise endeavor endeavour to entice away any person who at any time during the period of [six] months preceding the Completion Date or (if later) the date of his ceasing to be employed by the Company or any member of the Group will be or will have been an employee, officer, manager, consultant, sub-contractor or agent of the Company or any member of the Group with a view to the specific knowledge or skills of such person being used by or for the benefit of any person carrying on business in competition with the business carried on by the Company or any member of the Group. 10.3 Each of the covenants contained in clauses 10.1 and 10.2 will constitute an entirely separate and independent restriction on the Vendor. 10.4 References in this clause 10 to the "business of the Company or any member of the Group" includes the business of the Company and/or any member of the Group that may from time to time be transferred to any company which is a member of the same group as the Purchaser. 10.5 The Vendor agrees and acknowledges that the restrictions contained in this clause 10 are fair and reasonable and necessary to assure to the Purchaser the full value and benefit of the Shares but, in the event that any such restriction is found to be void or unenforceable but would be valid and effective if some part or parts of the restriction were deleted, such restriction will apply with such deletion as may be necessary to make it valid and effective.

Vendor’s Covenants. 10.1 9.1 The Vendor undertakes to and covenants with the Purchaser that (except with the consent in writing of the Purchaser) it will not at any time after Completion: 10.1.1 9.1.1 (except as required by law) disclose or divulge to any person (other than to officers or employees of the Purchaser whose province it is to know the same) or use (other than for the benefit of the Purchaser) any Confidential Information which may be within or have come to its knowledge and it must use all reasonable endeavors endeavours to prevent such publication, disclosure or misuse of any Confidential Information; 10.1.2 9.1.2 do or say anything which is likely or intended to damage the goodwill or reputation of the Company or any member of the Group or of any business carried on by the Company or nor any member of the Group or which may lead any person to cease to do business with the Company or any other member of the Group on substantially equivalent terms to those previously offered or not to engage in business with the Company or any member of the Group. 10.2 9.2 The Vendor undertakes to and covenants with the Purchaser that it will not, for a period of one year five years after the date of this agreement, either on its own behalf or jointly with any other person, directly or indirectly: 10.2.1 9.2.1 approach, canvass, solicit or otherwise act with a view to enticing away from or seeking in competition with any business of the Company or any member of the Group any person who at any time during the period of 12 months preceding the Completion Date or at any time after the Completion Date prior to his ceasing to be employed by the Company or any member of the Group is or has been a customer of the Company or any member of the Group and during such period it must not use its knowledge of or influence over any such customer to or for its own benefit or the benefit of any other person carrying on business in competition with the Company or any member of the Group or otherwise use its knowledge of or influence over any such customer to the detriment of the Company or any member of the Group; 10.2.2 9.2.2 seek to contract with or engage (in such a way as adversely to affect the business of the Company or any member of the Group as carried on at the date of this agreement) any person who has been contracting contracted with or engaged to supply or deliver products, goods, materials or services to the Company or any member of the Group at any time during the period of [twelve] months preceding the date of this agreement or, at any time after that, before he ceases to be engaged employed by the Company or any member of the Group; 10.2.3 9.2.3 approach, canvass, solicit, engage or employ or otherwise endeavor endeavour to entice away any person who at any time during the period of [six] months preceding the Completion Date or (if later) the date of his ceasing to be employed by the Company or any member of the Group will be or will have been an employee, officer, manager, consultant, sub-contractor or agent of the Company or any member of the Group with a view to the specific knowledge or skills of such person being used by or for the benefit of any person carrying on business in competition with the business carried on by the Company or any member of the Group. 10.3 9.3 Each of the covenants contained in clauses 10.1 9.1 and 10.2 9.2 will constitute an entirely separate and independent restriction on the Vendor. 10.4 9.4 References in this clause 10 9 to the "business of the Company or any member of the Group" includes (refers to the development and research, producing, sales of the DLP Big Screen and the controller thereof as well as relevant technical service)includes the business of the Company and/or any member of the Group that may from time to time be transferred to any company which is a member of the same group as the Purchaser. 10.5 9.5 The Vendor agrees and acknowledges that the restrictions contained in this clause 10 9 are fair and reasonable and necessary to assure to the Purchaser the full value and benefit of the Shares but, in the event that any such restriction is found to be void or unenforceable but would be valid and effective if some part or parts of the restriction were deleted, such restriction will apply with such deletion as may be necessary to make it valid and effective.