Common use of Client Ownership Clause in Contracts

Client Ownership. 12.1 In the absence of the Representative’s material contravention of this Agreement or the Applicable Laws, the Licensee acknowledges that all lists of clients or prospective clients (“client portfolio”) that are brought to its knowledge or come into its possession as a consequence of this Agreement are the confidential information of the Representative and remain the property of the Representative. 12.2 Provided that all business and/or commercial debts owing by the Representative to the Licensee have been discharged then, on termination of the Authorisation, the Licensee will facilitate the sale, transfer or assignment of all or part of the Representative's business. The Licensee will not unreasonably withhold its consent provided that: (a) the Licensee does not object to the proposed purchaser, transferee or assignee (“the Purchaser”). (b) the sale, transfer or assignment is documented by a contract which provides the Purchaser with the protection of an appropriate restrictive covenant; (c) the Purchaser is responsible and solvent; (d) the Purchaser has the necessary qualifications and authorities required by the Applicable Laws to act as a Representative; (e) the Representative is not in default under any provision of this Agreement and there are no moneys owed by the Representative to the Licensee under this Agreement; (f) where applicable, the New Licensee has entered into an Agreement with the Licensee, provided by the Licensee; (g) Fourteen (14) days have elapsed since the date of the letter issued pursuant to clause 12.5; (h) any other reasonable requirements of the Licensee are satisfied; and (i) the Representative: (i) has not contravened a material term of this Agreement; (ii) remains authorised by the Licensee and has not had their Authorisation suspended pending investigation of a material contravention; (iii) is not subject to action by a regulatory authority; (iv) has resolved all current, anticipated and outstanding claims to the satisfaction of the Licensee; and (v) does not hold or has not obtained an Authorisation from another AFS Licensee other than as allowed under this Agreement. 12.3 The Representative must conclude a sale to a Purchaser within a maximum period of three (3) months from the date of termination (or such other extended period as approved in writing by the Licensee). Notwithstanding clause 12.2(e), if a sale is effected within the given period, the Licensee agrees to credit to the Representative, being the seller, any commission standing to the credit of the commission account, at the effective sale date. 12.4 Where the Representative (or any Sub-Authorised Representative) dies, or is incapacitated to the extent that the Representative is unable to conduct the Representative's Business, this Agreement is immediately terminated. The business sale must be concluded within a maximum of three (3) months from the date of death or incapacity. The Licensee agrees to credit any commission standing to the credit of the commission account at the effective sale date. 12.5 On termination of this Agreement, and in the absence of the Representative’s material contravention of this Agreement or the Applicable Laws, the Representative must send to each client a letter approved by the Licensee that: (a) communicates that the Authorisation of the Representative by the Licensee has been terminated; and (b) outlines the proposed transfer of the Client Portfolio; and (c) invites the client to choose whether to remain as a Client of the Representative or of the nominated Purchaser or the Licensee; and (d) confirming that, in the absence of any direction from the Client, the Client will remain a client of the Representative. 12.6 Where the Client does not object to the proposed transfer, the Licensee will deliver the Client’s records to the Representative or Purchaser. 12.7 If the Client chooses to remain a Client of the Licensee, the Representative or Purchaser must not solicit, canvass or secure the custom of that Client for a period of twelve (12) months after termination.