SERVICE AGREEMENT
Date: 24th day of January 1997
Parties
1. "The Company": MSU (UK) Limited having it's place of business
at Elder House, 526 to 000 Xxxxx Xxxx, Xxxxxxx
Xxxxxx Xxxxxx, Xxxxx, XX0 0XX
2. "The Executive": Xxxxxxx Xxxxx Xxxxxxxx Wychwood, 00, Xxxxxxx
Xxxx, Xxxxxxxxx Xxx, Xxxxxxxxxxxxxx,
Xxxxxxxxxxxxx, XX0 0XX.
Operative Provisions:
1. Interpretation
1.1 The headings and marginal headings to the clauses in this agreement
are for convenience only and have no legal effect.
1.2 Any reference in this agreement to any Act or delegated legislation
includes any statutory modification or re-enactment thereof or the
provisions referred to.
1.3 In this agreement:
'THE BOARD' means the board of directors of the Company and includes
any committee of the Board duly appointed by it.
'GROUP COMPANY' means any company which for the time being is a
company having an ordinary share capital (as defined in s.832 Income
and Corporation Taxes Act 1988) of which not less than 25 per cent is
owned directly or indirectly by the Company or it's holding company
applying the provisions of s.838 Income and Corporation Taxes Act 1988
in the determination of ownership.
'MANAGING DIRECTOR' means any person or persons jointly holding such
office of the Company from time to time and includes any person(s)
exercising substantially the functions of a managing director or chief
executive officer of the Company.
'RECOGNISED INVESTMENT EXCHANGE' means any body of persons which is
for the time being a Recognised Investment Exchange for the purposes
of the Financial Services Xxx 0000.
2. Appointment and Duration
2.1 The Company appoints the Executive and the Executive agrees to serve
as the Financial Director. The Executive accepts that the Company may
reasonably require him to perform other duties or tasks not within the
scope of his normal duties and the Executive agrees to perform those
duties or undertake those tasks as if they were specifically required
under this Agreement.
2.2 The appointment commenced on 2 January 1997.
2.2.1 During the initial three months of this Agreement the Executive
shall work for four days a week ("the Initial Period").
2.2.2 Thereafter for the remainder of the term of this Agreement the
Executive shall carry out his duties on a full time basis.
2.2.3 The appointment shall continue until terminated by either party
giving one month's prior notice in writing if given in the
Initial Period and thereafter not less than six months calender
prior notice in writing.
2.3. The Executive warrants that by virtue of entering into this Agreement
he will not be in breach of any express or implied terms of any
contract with or of any other obligation to any third party binding on
him.
3. Duties of the Executive
3.1 The Executive shall at all times during the term of this Agreement:
3.1.1 devote substantially the whole of his time attention and ability
to the duties of his appointment;
3.1.2 faithfully and diligently perform those duties and exercise such
powers consistent with them which are from time to time assigned
to or vested in him;
3.1.3 obey all lawful and reasonable directions of the Board;
3.1.4 use his best endeavours to promote the interests of the Company
and it's Group Companies;
3.1.5 keep the Board promptly and fully informed (in writing if so
requested) of his conduct of the business or affairs of the
Company and it's Group Companies and provide such explanations
as the Board may require;
3.1.6 not at any time to make any untrue or misleading statement to
the Company or any Group Company.
3.2 The Executive shall if and for so long as the Company reasonably
require during the period of this Agreement;
3.2.1 carry out duties on behalf of any Group Company:
3.2.2 act as an officer of any Group Company or hold any other
appointment or office as nominee or representative of the
Company or any Group Company:
3.2.3 Carry out the duties and the duties attendant upon any such
appointment as if they were duties to be performed by him on
behalf of the Company.
4. Place of Work
4.1 The Executive shall perform his duties at the Head Office of the
Company from time to time and/or such other places of business as the
Company requires, including occasional visits outside the United
Kingdom in the ordinary course of his duties.
5. Pay
5.1 During his appointment the Company shall pay to the Executive:
5.1.1 a basic salary of `L'50,000 per year during the Initial Period
and thereafter at the rate of `L'65,000 per year which shall
accrue day to day be payable by equal monthly instalments in
arrears on or about the 26th day of each month;
5.1.2 a bonus in each year of this Agreement in accordance with the
Company's executive bonus scheme as determined from time to time
by the Board.
5.2 The Executive's salary shall be reviewed by the Board on 30th June in
each year and the rate of salary may be increased by the Company with
effect from that date by such amount if any as it shall think fit.
5.3 The Company shall cover the cost of membership for the Executive and
his immediate family of an approved private patients medical plan with
a reputable medical expenses insurance company.
5.4 The Executive will be a member of the Company's proposed life
assurance scheme (when implemented) designed to give benefits equal to
four times his
annual salary from time to time and the Company will pay promptly
all contributions due in respect of his membership of the scheme.
6. Car Allowance
6.1 The Company shall provide the Executive with:
6.1.1 a car use allowance of `L'750.00 per month or at his option:
6.1.2 for his sole business and private use a car of model and
specification selected by the Company which in the reasonable
opinion of the Board is commensurate with the status of the
Executive and the image of the Company.
6.2 In such latter case the Company shall bear all running costs and
expenses of the car and shall replace the car with the same or an
equivalent model when it has travelled 45,000 miles or on the third
anniversary of the date of it's purchase by the Company.
6.3 The Executive shall always comply with all regulations laid down by
the Company from time to time with respect to company cars (where
appropriate) and shall forthwith notify the Company of any accidents
involving his Company car and of any charges of driving offenses which
are brought against him and on the termination of his employment for
any reason whether lawful or not shall forthwith return his company
car to the Company at it's Head Office.
7. Expenses
7.1 The Company shall reimburse to the Executive all travelling hotel
entertainment and other expenses reasonably incurred by him in the
proper performance of his duties subject to the Executive complying
with such guidelines or regulations issued by the Company from time to
time in this respect and to the production to the Company of such
vouchers or receipts or other evidence of payment as it shall
reasonably require.
7.2 Where the Company issues a Company sponsored credit or charge card to
the Executive he shall use such credit or charge card only for
expenses reimbursable under clause 7.1 above and shall return it to
the Company forthwith on the termination of his employment.
8. Holiday
8.1 In addition to public holidays the Executive is entitled to 25 working
days paid holiday in each year from January 1 to December 31 to be
taken at such time or
times as are agreed with the Board. The Executive shall not without
the consent of the Board carry forward any unused part of his holiday
entitlement to a subsequent year.
8.2 On the termination of his employment for whatever reason the Executive
shall be entitled to pay in lieu of outstanding holiday entitlement
and shall be required to pay the Company any salary received for
holiday taken in excess of his actual entitlement. The basis of
payment and repayment shall be 1/253 of the Executive's annual salary
for each day.
9. Incapacity
9.1 If the Executive is unavailable because of sickness (including mental
disorder) or injury he shall report this fact forthwith to the Company
Secretary's office.
9.2 If the Executive shall be absent from work due to sickness (including
mental disorder) or injury he shall be paid his full remuneration
hereunder for up to 6 months absence in any 12 month period, and
thereafter such remuneration, if any, as the Board shall determine
from time to time.
9.3 If at any time during the period of his appointment the Executive
shall be unavailable for work for a period of 28 days in any 12 month
period he shall upon request and at the expense of the Company permit
himself to be examined by a registered medical practitioner to be
selected by the Company and shall authorise such medical practitioner
to disclose to and discuss with the Company's medical adviser the
results of such examination and any matters which arise from it in
order that the Company's medical adviser can notify the Company of any
matters which, in his opinion, might hinder or prevent the Executive
(if during a period of incapacity) from returning to work for any
period or (in other circumstances) from properly performing any duties
of his appointment at any time.
10. Trust and Confidence
10.1 As a condition of his appointment the Executive agrees to be bound by
the terms of the Trust and Confidence Agreement attached as Schedule
II hereto.
11. Termination of Agreement
11.1 Automatic Termination: This Agreement shall automatically terminate
upon the Executive reaching his 65th birthday.
11.2 Suspension:
In order to investigate a complaint against the Executive of
misconduct the Company is entitled to suspend the Executive on
full pay for a period not exceeding 28 days to carry out a
proper investigation and hold a disciplinary hearing.
11.3 Immediate Dismissal:
The Company may with immediate effect terminate this Agreement
if the Executive:
11.3.1 commits any act of gross misconduct or repeats or
continues (after written warning) any other material or
serious breach of his obligations under this Agreement;
or
11.3.2 is guilty of any conduct which in the reasonable opinion
of the Board brings him or the Company or any Group
Company into serious disrepute; or
11.3.3 is convicted of any criminal offence punishable with 6
months or more imprisonment (excluding an offence under
the road traffic legislation in the United Kingdom or
elsewhere for which he is not sentenced to any term of
imprisonment whether immediate or suspended); or
11.3.4 commits any act of dishonesty relating to the Company or
any Group Company any of it's or their employees or
otherwise: or
11.3.5 becomes bankrupt or makes any composition with his
creditors or otherwise; or
11.3.6 is in the reasonable opinion of the Board incompetent in
the performance of his duties.
11.4 Pay in lieu:
On serving notice for any reason to terminate this Agreement or
at any time thereafter during the currency of the notice the
Company shall be entitled to pay the Executive his basic salary
at the rate then payable under clause 5 hereof for the unexpired
portion of the duration of his appointment or entitlement to
notice as may be.
11.5 Miscellaneous:
On termination of this Agreement for any reason, the Executive
shall at the request of the Company resign (without prejudice
to any claims which the executive may have against the Company
arising out of this Agreement or the termination thereof) from
all and any offices which he holds as a director of the Company
or of any Group Company and from all other appointments and
offices which he holds as a
nominee or representative of the Company or any Group Company
and if he shall fail to do so within seven days the Company is
hereby irrevocably authorised to appoint some person in his name
and on his behalf to sign any documents or do any things
necessary or requisite to effect such resignation(s) or
transfer(s).
12. GENERAL
12.1 Statutory Particulars
The further particulars of employment not contained in the
body of this Agreement which must be given to the Executive in
compliance with Part 1 Employment Protection (Consolidation)
Xxx 0000 as given in Schedule I.
12.2 Accrued rights
The expiration or termination of this Agreement however
arising shall not operate to affect such of the provisions of
this Agreement as are expressed to operate or have
effect after then and shall be without prejudice to any accrued
rights or remedies of the parties.
12.3 Proper Law
The validity construction and performance of this Agreement
shall be governed by the Laws of England and Wales.
12.4 Acceptance of Jurisdiction
All disputes claims or proceedings between the parties
relating to the validity construction or performance
of this Agreement shall be subject to the nonexclusive
jurisdiction of the High Court of Justice in England and
Wales to which the parties irrevocably submit.
12.5 Notices
Any notices to be given by a party under this agreement
must be given by delivery at or sending first class post or
other faster postal service or telex facsimile transmission or
other means of telecommunication in permanent written form to
the last known postal address or relevant telecommunications
number of the other party. Where notice is given sending in a
prescribed manner it shall be deemed to have been received when
in the ordinary course of the transmission it would have been
received by the addressee. To prove the giving of a notice it
shall be sufficient to show it was despatched. A notice shall
have effect from the sooner of it's actual or deemed receipt by
the addressee.
12.6 Each provision of this deed is independent and severable from
the remaining provisions and enforceable accordingly. If any
provision of this deed shall be unenforceable for any reason but
would be enforceable if part of the wording therefor were
deleted, it shall apply with such deletions as may be necessary
to make it enforceable.
IN WITNESS WHEREOF THE COMPANY AND THE EXECUTIVE HAVE EXECUTED THIS DOCUMENT AS
A DEED THE DAY AND YEAR FIRST BEFORE WRITTEN
Signed by the Executive)
and delivered as a Deed) /s/ X. X. XXXXXXXX
in the presence of: )--------------------------
/s/ XXXXXXXXX XXXXXXXXX
---------------------------
Witness
Signed and delivered as )
a deed by ) /s/ WYNFORD X. XXXXXXXX
(Director) and by ) ---------------------------
(Director/Secretary) )
for and on behalf of the ) /s/ XXXXXXX X. XXXXXXX
Company in the presence of: ) ---------------------------
[signature illegible]
---------------------------
Witness
SCHEDULE 1
PART 1 EMPLOYMENT PROTECTION (CONSOLIDATION) XXX 0000 ACT
The following information is given supplemental to the information given in the
body of this Agreement in order to comply with the requirements of Part 1 of the
Act
1 The Executives employment with the Company commenced on 2 January 1997
2 There are no normal hours of work The Executive shall fulfill such
hours of work as may be necessary so as to properly fulfil his duties.
3 No contracting out certificate pursuant to the provisions of the Social
Security pension Act 1975 is held by the Company in respect of the
Executives employment.
4 The Executive is subject to the Company's Disciplinary Rules and
Procedures which will be in accordance with ACAS code of practise.
5 If the Executive has any grievance relating to his employment (other
than one relating to a disciplinary decision) he should refer such
grievance to the Chairman of the Board and if the grievance is not
resolved by discussion with him it will be referred to the Board for
resolution.
TRUST AND CONFIDENCE AGREEMENT
Dated the day of 1997
PARTIES:
1. "The Company": MSU (UK) Limited whose registered office is at Elder
House, 526 to 528 Xxxxx Xxxx, Xxxxxxx Xxxxxx Xxxxxx,
XX 0XX, Xxxxxx Xxxxxxx.
2. "The Executive": Xxxxxxx Xxxxx Xxxxxxxx of Wychwood, 00 Xxxxxxx Xxxx,
Xxxxxxxxx Xxx, Xxxxxxxxxxxxxx, Xxxxxxxxxxxxx, XX0 0XX
1. DEFINITIONS
In this Deed, the following phrases shall, unless the context requires
otherwise, have the following meanings:
1.1 "Businesses" means all and any trades or other commercial activities of
the Company or any Group Company:
1.1.1 with which the Executive shall have been concerned or involved to
any material extent at any time during his appointment by the
Company which the Company or any Group Company shall carry on with
a view to profit; or
1.1.2 which the Company or any Group Company shall at the Termination
Date have determined to carry on with a view to profit in the
immediate or foreseeable future and in relation to which the
Executive shall at the Termination Date possess any Confidential
Business Information.
1.2 "Company Invention" means any improvement, invention or discovery made by
the Executive which applying the provisions of Section 39 of the Patents
Xxx 0000 in the determination of ownership is, as between the parties,
the property of the Company.
1.3 "Confidential Business Information" means all and any Corporate
Information, Marketing Information, Technical Information and other
information (whether or not recorded in documentary form or on computer
disk or tape) to which the Company or any Group Company attaches an
equivalent level of confidentiality to any third party:
1.3.1 which the Executive shall acquire at any time during his
appointment by the
Company but which does not form part of the Executive's own stock
in trade; and
1.3.2 which is not readily ascertainable to persons not connected with
the Company or any Group Company either at all or without a
significant expenditure of labour, skill or money.
1.4 "Corporate Information" means all and any information (whether or not
recorded in documentary form or on computer disk or tape) relating to the
business methods, corporate plans, management systems, finances, maturing
new business opportunities or research and development projects of the
Company or any Group Company.
1.5 "Customer" means any person firm or company who or which shall at the
Termination Date be negotiating with the Company or any Group Company for
the supply of any Restricted Products or the provision of any Restricted
Services or to whom or which the Company or any Group Company shall at
any time during the period of one year prior to the Termination Date have
supplied any Restricted Products or provided any Restricted Services.
1.6 "Group Company" means any company which for the time being is a company
having an ordinary share capital (as defined in Section 832 of the Income
and Corporation Taxes Act 1988) of which not less than 25 per cent is
owned directly or indirectly by the Company or its holding company
applying the provisions of Section 838 of the Income and Corporation
Taxes Act 1988 in the determination of ownership.
1.7 "Marketing Information" means all and any information (whether or not
recorded in documentary form or on computer disk or tape) relating to the
marketing or sales of any past, present or future product or service of
the Company or any Group Company including, without limitation, sales
targets and statistics, market share and pricing statistics, marketing
surveys and plans, market research reports, sales techniques, price
lists, discount structures, advertising and promotional material, the
names, addresses, telephone numbers, contact names and identities of
customers and potential customers of any supplies and potential suppliers
to the Company or any Group Company, the nature of their business
operations, their requirements for any product or service sold to or
purchased by the Company or any Group Company and all confidential
aspects of their business relationship with the Company or any Group
Company.
1.8 "Material Interest" means:
1.8.1 the holding of any position as director, officer, employee,
consultant, partner, principal or agent;
1.8.2 the direct or indirect control or ownership (whether jointly or
alone) of any shares (or any voting rights attached to them) or
debentures save for the ownership for investment purposes only of
not more than three per cent of the issued ordinary shares of any
company whose shares are listed on any Recognised Investment
Exchange (as defined in Section 207 of the Financial Services Act
1986); or
1.8.3 the direct or indirect provision of any financial assistance.
1.9 "Restricted Area" means
1.10 "Restricted Products" means all and any products of a kind which shall be
dealt in, produced, marketed or sold by the Company or any Group Company
in the order course of the Business.
1.11 "Restricted Services" means all and any services of a kind which shall
be provided by the Company or any Group Company in the ordinary course of
the Business.
1.12 "Technical Information" means all and any trade secrets, secret formulae,
processes, inventions, designs, know-how, discoveries, technical
specifications and any other technical information (whether or not
recorded in documentary form or on computer disk or tape) relating to the
creation, production or supply of any past, present or future product or
service of the Company or any Group Company.
1.13 "Termination Date" means the date on which the Executive shall cease to
work in any of the Businesses.
2. ACKNOWLEDGEMENTS BY THE EXECUTIVE
The Executive acknowledges:
2.1 That the Company and each Group Company possesses a valuable body of
Confidential Business Information;
2.2 That the Company will give him access to Confidential Business
Information in order that he may carry out the duties of his appointment;
2.3 That the duties of his appointment include, without limitation, a duty of
trust and confidence and a duty to act at all times in the best interests
of the Company.
2.4 That the Company requires all its senior employees to accept restrictions
which are
similar to those set out in clause 3 and 4 for its and each of their
mutual protection.
2.5 That his knowledge of Confidential Business Information directly benefits
him by enabling him to perform his management duties.
2.6 That the disclosure of any Confidential Business Information to any
customer or actual or potential competitor of the Company or any Group
Company would place such a company at a serious competitive disadvantage
and would cause immeasurable (financial and other) damage to the
Businesses.
2.7 That if, on leaving the employment of the Company, he was to hold any
Material Interest in a Customer or any actual or potential competitor of
the Company or any Group Company, it would place such company at a
serious competitive disadvantage and would cause immeasurable (financial
and other) damage to the Businesses.
3. OBLIGATIONS DURING EMPLOYMENT
3.1 Inventions
3.1.1 If at any time during his appointment the Executive
(whether alone or with any other person or persons) makes
any invention which relates either directly or indirectly
to the business of the Company or any Group Company, the
Executive shall promptly disclose to the Company full
details, including drawings and models, of such invention
to enable the Company to determine whether or not it is a
Company Invention.
3.1.2 Decisions as to the patenting and exploitation of any
Company Invention shall be at the sole discretion of the
Company.
3.1.3 The Executive irrevocably appoints the Company to be his
attorney in his name and on his behalf to execute
documents, to use the Executive's name and to do all things
which may be necessary or desirable for the Company to
obtain for itself or its nominee the full benefit of the
provisions of clause 3.1.3 and a certificate in writing
signed by any Director or the Secretary of the Company that
any instrument or act falls within the authority hereby
conferred shall be conclusive evidence that such is the
case so far as any third party is concerned.
3.2 Copyright etc.
3.2.1 The Executive shall promptly disclose to the Company all
copyright works or designs originated, conceived, written or
made by him alone or with others (except only those works
originated, conceived, written or made by him wholly outside his
normal working hours which are wholly unconnected with his
appointment) and shall hold them in trust for the Company until
such rights shall be fully and absolutely vested in the Company.
3.2.2 The Executive hereby assigns to the Company by way of future
assignment all copyright, design right and other proprietary
rights (if any) for the full term thereof throughout the World
in respect of all copyright works and designs originated,
conceived, written or made by the Executive (except only those
works or designs originated, conceived, written or made by the
Executive wholly outside his normal working hours which are
wholly unconnected with his appointment) during the period of
his appointment by the Company.
3.2.3 The Executive hereby irrevocably and unconditionally waives in
favour of the Company any and all moral rights conferred on him
by Chapter IV of Part I of the Copyright Designs and Patents Xxx
0000 for any work in which copyright or design right is vested
in the Company whether by clause 3.2.2 or otherwise.
3.2.4 The Executive shall, at the request and expense of the Company,
do all things necessary or desirable to substantiate the rights
of the Company under clauses 3.2.2 and 3.2.3.
3.3 Share Dealings
3.3.1 The Executive shall comply, where relevant, with every rule of
law, every requirement of the Securities and Exchange Commission
and every regulation of the Company from time to time in force
in relation to dealings in shares, debentures or other
securities of the Company or any Group Company and unpublished
price sensitive information affecting the shares, debentures or
other securities of any other company and, in relation to
overseas dealings, the Executive shall also comply with all laws
of the state and all regulations of the stock exchange, market
or
dealing system in which such dealings take place.
3.3.2 The Executive shall not (and shall procure so far as he is able
that his spouse and children shall not) deal or become or cease
to be interested (within the meaning of Part I of Schedule XIII
to the Companies Act 1985) in any securities of the Company
except in accordance with any Company rules or guidelines from
time to time relating to securities transactions by directors.
3.4 Conflict of Interest
3.4.1 The Executive agrees that during the period of his appointment
by the Company, he shall:
3.4.1.1 abide by any relevant Company policy which may be
promulgated from time to time;
3.4.1.2 not directly or indirectly disclose to any person, firm
or company or use other than for any legitimate purposes
of the Company or any Group Company any Confidential
Business Information;
3.4.1.3 not without the Company's prior written permission hold
any Material Interest in any person firm or company
which:
(a) is or shall be in competition with any of the
Businesses; or
(b) impairs or might reasonably be thought by the
Company to impair his ability to act at all times in
the best interests of the Company; or
(c) requires or might reasonably be thought by the
Company to require him to disclose any Confidential
Business Information in order properly to discharge
his duties to or to further his interest in such
person firm or company.
3.4.1.4 Not directly or indirectly receive or obtain in respect
of any goods or services sold or purchased or other
business transacted (whether or not by him) by or on
behalf of the Company or any Group Company any discount,
rebate, commission or other inducement (whether in cash
or in kind) which is not authorised
by any Company rules or guidelines from time to time and
if he or any firm or company in which he holds any
Material Interest shall obtain any such discount,
rebate, commission or inducement, he shall immediately
account to the Company for the amount so received.
3.4.1.5 Not without the prior authority of the Company remove
from the Company premises or copy or allow others to
copy the contents of any document computer disk tape or
other tangible item which contains any Confidential
Business Information or which belongs to the Company or
any Group Company.
3.4.1.6 Return to the Company upon request and, in any event, at
the Termination Date, all documents, computer disks and
tapes and other tangible items in his possession or
under his control which belong to the Company or any
Group Company or which contain or refer to any
Confidential Business Information.
3.4.1.7 If so requested by the Company delete all Confidential
Business Information from any computer disks, tapes or
other re-usable material in his possession or under his
control and destroy all other documents and tangible
items in his possession or under his control which
contain or refer to any Confidential Business
Information.
4. OBLIGATIONS AFTER EMPLOYMENT
The Executive shall not within the Restricted Area directly or indirectly:
4.1 For the period of 12 months after the Termination Date hold any
Material Interest in any business which is or shall be wholly or
partly in competition with any of the Businesses.
4.2 For the period of 12 months after the Termination Date, hold any
Material Interest in any person firm or company (other than those
which clause 4.1 above refers) which requires or might reasonably be
thought by the Company to require him to disclose or make use of any
Confidential Business Information in order properly to discharge his
duties to or to further his interest in such person, firm or company.
4.3 For the period of 12 months after the Termination Date seek in any
capacity whatsoever
any business, orders or custom for any Restricted Products or
Restricted Services from any Customer.
4.4 For the period of 12 months after the Termination Date, accept in any
capacity whatsoever orders for any Restricted Products or Restricted
Services from any Customer.
4.5 At any time before or after the Termination Date, induce or seek to
induce by any means involving the disclosure or use of Confidential
Business Information any Customer to cease dealing with the Company or
any Group Company or to restrict or vary the terms upon which it deals
with the Company or any Group Company.
4.6 For the period of 12 months after the Termination Date solicit or
entice away or seek to entice away from the Company or any Group
Company any person who is and was at the Termination Date employed by
the Company or any Group Company to work in any of the Businesses as a
director, senior manager or salesperson.
4.7 At any time after the Termination Date represent himself or permit
himself to be held out by any person, firm or company as being in any
way connected with or interested in the Company or any Group Company.
4.8 At any time after the Termination Date disclose to any person, firm or
company or make use of any Confidential Business Information.
5. GENERAL
5.1 Each provision of this Deed is independent and severable from the
remaining provisions and enforceable accordingly. If any provisions of
this Deed shall be unenforceable for any reason but would be
enforceable if part of the wording thereof were deleted, it shall
apply with such deletions as may be necessary to make it enforceable.
5.2 The Executive has given the undertakings contained in clause 3 to the
Company as trustee for itself and for each Group Company and will at
the request and cost of the Company enter into direct undertakings
with any Group Company which correspond to the undertakings in clause
4, or which are less onerous only to the extent necessary (in the
opinion of the Company or its legal advisors) to ensure that such
undertakings are valid and enforceable.
5.3 Upon termination of the Executive's employment for any reason, the
Company may require the Executive to attend an interview which shall
be conducted by a representative of the Company at which the Company's
representative shall review with the Executive
the terms of this Deed and the precise nature of the Executive's
obligations to the Company under the Deed and any Group Company under
any Deed entered into pursuant to clause 5.2 above.
5.4 The provisions of this Deed may be amended only by a written
instrument executed by both the Company and the Executive.
5.5 The validity, enforceability, construction and interpretation of this
Deed shall be governed by English Law.
5.6 The rights and obligations of the Company hereunder shall be
transferred to its successors and assigns. The Executive may not,
however, transfer or assign his rights or obligations under this Deed.
Signed as a Deed by )
Xxxxxxx Xxxxx Xxxxxxxx ) /s/ XXXXXXX XXXXX XXXXXXX
in the presence of )
/s/ XXXXXXXXX XXXXXXXXX
........................................
Witness
Signed and delivered as a )
Deed by (Director) and by ) /s/ WYNFORD X. XXXXXXXX
(Secretary) for and on ) /s/ XXXXXXX X. XXXXXXX
behalf of the Company in the )
presence of )
[signature illegible]
.........................................
Witness /s/ 00 Xxx Xxxxxx
Xxxxxxx
