DATED 24 December 0000
XXXXXXXXXX LIFE SCIENCES GROUP PLC
-and-
XXXXX XXXXXX
EXECUTIVE'S UNDERTAKING
Xxxxxxx Xxxxxxx
0-00 Xxx Xxxxxx Xxxx
Xxxxxx XX0X 0XX
Tel: 0000 000 0000
Fax: 0000 000 0000
THIS AGREEMENT is made on 24 December 1999
BETWEEN:
(1) HUNTINGDON LIFE SCIENCES GROUP PLC whose registered office is at
Xxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxxxx, Xxxxxxxxxxxxxx, XX00 0XX (the
"Company"); and
(2) XXXXX XXXXXX of 000 Xxxxxxxx Xxxx, Xxxxx Xxxx, Xxxxxxxxxx X00 0X0X
(the "Executive")
which agreement is entered into in consideration (a) of the Company entering
into an agreement with Xxxxxx Limited (the "Consultancy Agreement") today for
the provision of consultancy services (the "Services") and (b) of the payment to
the Executive of one pound ((pound)1) receipt of which the Executive hereby
acknowledges.
IT IS AGREED as follows:-
1. DEFINITIONS AND INTERPRETATION
1.1 In this agreement unless the context otherwise requires the
following expressions shall have the following meanings:
"Associated Company" means:
(a) a company which is not a Subsidiary of the
Company but whose issued equity share
capital (as defined in s744 of the Companies
Act 1985) is owned as to at least 20% by the
Company or one of its Subsidiaries; and
(b) a Subsidiary (as defined below);
"Board"
means the board of directors of the Company for the
time being;
"Group"
means the Company and its subsidiaries and Associated
Companies for the time being
and "Group Company" means any one of them;
"Intellectual Property"
all inventions (whether patentable or not) patents,
utility models, designs (both registered or
unregistered), copyright, database right, trade and
service marks (both registered or unregistered)
together with all rights to the grant of and
applications for the same and including all similar
or analogous rights throughout the world and all
future rights of such nature;
"Subsidiary"
means a Subsidiary within the meaning of Section 736
Companies Xxx 0000, as amended.
1.2 Any reference to a statutory provision shall be deemed to include
a reference to any statutory modification or re-enactment of it.
1.3 The headings in this agreement are for convenience only and shall
not affect its construction or interpretation.
1.4 References in this agreement to a person include a body corporate
and an incorporated association of persons and references to a
company include any body corporate.
1.5 Where appropriate, references to the Executive include his personal
representatives.
2. CONFIDENTIALITY
2.1 The Executive is aware that in the course of providing the
Services he will have access to and be entrusted with information
in respect of the business financing, dealings, transactions,
research methods and processes, technical know-how and affairs of
the Company, the Group, and of clients of the Company and of the
Group, all of which information is or may be confidential.
2.2 The Executive undertakes to the Company that throughout the term
of the Consultancy Agreement and after the termination of the
Consultancy Agreement the Executive shall treat all information
which may be created by him or which may be received by him in the
course of providing the Services in confidence and shall not
disclose such information to any person or use such information
other than for the purpose of providing the Services PROVIDED THAT
the above obligations shall not apply to information which:-
2.2.1 comes into the public domain otherwise than by the breach of the
Executive's obligations under this agreement; or
2.2.2 is disclosed to the Executive by a third party who has not received
it directly or indirectly from the Company or any other Group Company;
2.2.3 or must be disclosed by any applicable law, to the extent of such
required disclosure.
2.3 In respect of information received by the Executive in the
course of or for the purpose of
performing services to third parties, the Executive shall comply
with the terms of all undertakings given by the Company and/or any
Group Company to such third parties as if such undertaking were
given by the Executive. The Company shall give to the Executive a
copy of each such undertaking which shall be signed by the Company
and the Executive for the purpose of identification.
3. INTELLECTUAL PROPERTY
3.1 If the Executive makes or participates in making any invention or
any design (whether registerable or not) or any work in which
copyright or database right subsists, in the course of providing
the Services, and which relates to or is useful in connection with
the business of the Company, any Group Company or an Associated
Company, the Executive shall disclose such invention, design
or work to the Company immediately. In the case of such an invention
the Executive shall give the Company full particulars of the invention
together with all information, data (in all forms
and in all media) drawings and models embodying or relating to the
invention and in the case of designs and copyright works, a copy of
all such designs and works.
3.2 All rights in Intellectual Property which may be created by the
Executive in the course of providing the Services shall be the
sole and exclusive property of the Company and the Executive
hereby assigns all such Intellectual Property to the Company by
way of present and future assignment with full title guarantee.
3.3 To the extent permissible by law, the Executive waives any moral
rights which he may have in respect of works of which he is an
author if such works are created in the course of providing the
Services.
3.4 In the case of registerable rights the Executive shall if
requested by the Company execute all documents and do all things
which may be necessary or desirable for obtaining the best
possible registerable protection in territories specified by the
Company, and in respect of all Intellectual Property the Executive
shall execute all documents and do all such things as may be
necessary or desirable for perfecting assignment of such
Intellectual Property under clause 3.2 above.
3.5 The Executive hereby irrevocably appoints the Company to be his
attorney in his name to sign, execute any instrument or do
anything and generally to use his/her name for the purpose of
giving to the Company the full benefit of the provisions of this
clause and in favour of any third party a certificate in writing
signed by any director or the secretary of the Company that any
instrument or act falls within the authority conferred by this
clause shall be conclusive evidence that such is the case.
4. OBLIGATIONS OF THE EXECUTIVE
4.1 During the continuance of the Consultancy Agreement the Executive
undertakes that he will:
4.1.1 not without the prior consent of the Company be concerned or
interested in any business which competes or conflicts with the
business of the Company or any Group Company and in
respect of which the Services are being provided;
4.1.2 disclose to the Board any interest he has which competes
or conflicts or which might give rise to a conflict of
interest with the business of the Company or any Group
Company;
4.1.3 not participate in any discussion or decision of the
Board which relates to any matter in respect of which
the Executive has a competing or conflicting interest;
4.1.4 at all times conduct himself in the best interest of the
Company and the Group, including but not limited to
bringing to the attention of the Board any opportunity
which comes to his attention and which he recognises
might assist in the further development of the business
of the Company and/or the Group.
5. POST-TERMINATION RESTRICTIONS
5.1 Definitions
In this clause:
5.1.1 "Termination Date" means the date on which the employment terminates;
5.1.2 "Person" includes any company, firm, organisation or other entity;
5.1.3 "Area" means any country in the world where on the Termination
Date the Company was supplying
services;
5.1.4 "Business" means any business carried on by the Company
or any Group Company which relates to the provision of
pre-clinical, early clinical and/or non-clinical
biological safety evaluation services to the
pharmaceutical and biotechnology, agrochemical and other
chemical industries;
5.1.5 "Client" means any Person to whom the Company or a Group
Company supplied during the 6 months preceding the
Termination Date and with whom at any time during such
period the Executive was actively involved in the course
of his engagement;
5.1.6 "Prospective Client" means any Person with whom the
Company or a Group Company had negotiations or
discussions regarding the possible supply of services
during the 6 months immediately preceding the
Termination Date and with whom at any time during such
period the Executive was actively involved in the course
of his engagement.
5.2 The Executive covenants with the Company that it shall not at any
time during the continuance of the Consultancy Agreement or for a
period of 6 months after the termination of it solicit or
endeavour to solicit whether directly or indirectly any senior
employee of the Company or a Group Company to leave and with whom
at any time during the period of 6 months prior to such
termination the Executive was actively involved (whether in breach
of the terms of their contract or not).
5.3 The Executive covenants with the Company that it shall not for a
period of six months from the Termination Date in the Area:
5.3.1 canvass or solicit business for services similar to
those being provided by the Company or a Group Company
as at the Termination Date from any Client or
Prospective Client;
5.3.2 seek to do business or deal with any Client or
Prospective Client in respect of services similar to
those being provided by the Company or a Group Company
as at the Termination Date; or
5.3.3 canvass or solicit business from any supplier of the
Company or a Group Company with whom the Executive was
actively involved during the 6 months ending on the
Termination Date or persuade such supplier to cease to
supply, or to restrict or vary the terms of supply to
the Company or a Group Company or otherwise interfere
with the relationship between such a supplier and the
Company or a Group Company.
5.4 The Executive shall not for a period of 6 months from the
termination of this agreement directly or indirectly be interested
or concerned in any business which is carried on in the Area and
which is competitive or likely to be competitive with the Business
being carried on at the Termination Date and with which the
Executive was actively involved during the 6 month period ending
on the Termination Date.
For this purpose, the Executive is concerned in a business if:
(a) he carries it on as principal or agent; or
(b) he is a partner, director, employee, secondee, consultant
or agent in, of or to any Person
who carries on the business; or
(c) he has any direct or indirect financial interest (as
shareholder or otherwise) in any
Person who carries on the business.
6. WARRANTY
6.1 The Executive warrants to the Company that:
6.1.1 the provision of the Services shall not:-
(a) infringe the Intellectual Property of any third party;
(b) involve the use of information in breach of obligations owed to or rights
held by any third party; 6.1.2 the Company will not infringe the Intellectual
Property of any third party by exercising all of the
rights of the owner of the Intellectual Property
assigned by the Executive to the Company under this
agreement.
6.1.3 The Executive is not bound by any legally enforceable
obligations owed to persons other than the Company or
the Group which would prevent the Executive from
complying with the terms of this agreement.
7. SEVERABILITY
If any of the provisions of this agreement become invalid or unenforceable
for any reason by virtue of applicable law the remaining provisions shall
continue in full force and effect and the Company and the Executive hereby
undertake to use all reasonable endeavours to replace any legally invalid
or unenforceable provision with a provision which will promise to the
parties (as far as practicable) the same commercial results as well
intended or contemplated y the original provision.
8. RETURN OF PROPERTY
8.1 The Executive shall deliver to the Company on request or on
termination of the Consultancy Agreement all drawings, designs,
plans, documents, paper models, materials, disks or any other
property (in whatever format) belonging to the Company, the Group
and/or parties contracting with the Company and/or the Group which
may be acquired, be in the possession of, or be created by the
Executive in the course of providing the Services.
8.2 The Executive shall, immediately on termination of the Consultancy
Agreement, provide to the Company all details required to be
disclosed pursuant to clause 3 together with all material in
whatever form which describes or embodies the concepts or designs
which are so disclosed.
9. LAW
This agreement shall be construed in accordance with and governed by
English law.
SIGNED by )
on behalf of HUNTINGDON LIFE SCIENCES GROUP PLC )
)
in the presence of:- )
Witness signature:
Name:
Address:
Occupation:
SIGNED by XXXXX XXXXXX )
in the presence of:- )
Witness signature:
Name:
Address:
Occupation:
