Common use of Non-Compete and Confidentiality Clause in Contracts

Non-Compete and Confidentiality. 7.1 In consideration of the Fees and any RSA received under this agreement, you agree that at any time during the Appointment, and for a period of one year following the termination of the Appointment for any reason, you shall not, save with the prior written consent of the Board, assume any role for, with or in connection with any business which competes or is in competition with the Company or the Group, whether as a director, partner, employee, consultant or in any other capacity whatsoever. 7.2 You shall not (save in the proper course of your duties, as required by law or as authorised by the Company) use, disclose or communicate to any person (and shall use your best endeavours to prevent the use, disclosure or communication of) any trade or business secrets or confidential information of or relating to the Company or the Group (including but not limited to details of actual or potential customers, customer identity, employees, directors, consultants, suppliers, licensors, licensees, agents, distributors, designs, existing and planned product lines, product applications, technology underlying its products or services, trade arrangements, terms of business, customer requirements, customer lists, operating systems, sales and revenue information, marketing information or strategies, manufacturing processes, software, computer systems, source codes, disputes, commission or bonus arrangements, pricing and fee arrangements and structures, price lists, business plans, financial information, business transactions, prospective business transactions, inventions, research and development activities, personal or sensitive personal data and anything marked or otherwise treated as confidential) which you create, develop, receive or obtain in connection with the Appointment and shall not use to the detriment of the Company or the Group any information relating to the Company or the Group. The restrictions in this Clause 7.2 shall continue to apply after the termination of the Appointment howsoever arising without limit in time. In addition, you shall continue to be subject to any applicable ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or market abuse legislation. 7.3 Reference to confidential information in this Clause 7 shall not include information which is in the public domain at the time of its disclosure or which comes into the public domain after its disclosure otherwise than by reason of a breach of this agreement (and in such a case shall become non-confidential from the time that the information comes into the public domain), information which was already demonstrably known to the receiving party at the date of disclosure and had not been received in confidence from the Company or information which is required to be disclosed as a matter of law provided that, to the extent not prohibited by law, you shall notify and consult with the Company prior to making such disclosure. It shall include information in the public domain for so long as you are in a position to use such information more readily than others who have not worked for the Company.