Common use of Post-Termination Restrictions Clause in Contracts

Post-Termination Restrictions. 20.1 The Employee recognises that, whilst performing his duties for the Company, he will have access to and come into contact with trade secrets and Confidential Information belonging to the Company and/or any applicable Group Company and will obtain personal knowledge of and influence over its or their Customers and/or Prospective Customers and/or Restricted Employees. The Employee therefore agrees that the restrictions set out in this clause 20 are reasonable and necessary to protect the legitimate business interests of the Company and any applicable Group Company during the Appointment and after the termination of the Appointment. 20.2 The Employee hereby undertakes with the Company that he will not during the Appointment and for the period of six months after the Termination Date without the prior written consent of the Company whether by himself, through his employees or agents or otherwise howsoever and whether on his own behalf or on behalf of any other person, firm, company or other organisation, directly or indirectly: (a) in competition with the Company within the Restricted Area, be employed or engaged or otherwise interested in the business of researching into, developing, manufacturing, distributing, selling, supplying or otherwise dealing with services and / or goods that are the same as or of a similar type to the Restricted Services and Restricted Goods within the Restricted Area; (b) in competition with the Company, accept orders or facilitate the acceptance of any orders or have any business dealings for goods or services that are the same as or of a similar type to the Restricted Goods or Restricted Services from any Customer or Prospective Customer; (c) interfere with or endeavour to interfere with the supply or provision of goods or services (other than utilities, or goods or services supplied for an administrative purpose) to the Company or to induce the cessation of the supply or provision of such goods or services from any Restricted Supplier. 20.3 The Employee hereby undertakes with the Company that he shall not during the Appointment and for the period of six months after the Termination Date without the prior written consent of the Company whether by himself through his employees or agents or otherwise howsoever and whether on his own behalf or on behalf of any other person, firm, company or other organisation directly or indirectly: (a) in competition with the Company, solicit business from or endeavour to entice away or canvass any Customer or Prospective Customer if such solicitation or canvassing is in respect of services that are the same as or of a similar type to the Restricted Services or goods that are the same as or of a similar nature to the Restricted Goods; (b) solicit or induce or endeavour to solicit or induce any Restricted Employee to cease working for or providing services to the Company, whether or not any such person would thereby commit a breach of contract.

Post-Termination Restrictions. 20.1 (1) The Employee recognises that, whilst performing his duties for the Company, he will have access to and come into contact with trade secrets and Confidential Information belonging to the Company and/or any applicable Group Company and will obtain personal knowledge of and influence over its or their Customers and/or Prospective Customers and/or Restricted Employees. The Employee therefore agrees Executive undertakes that the restrictions set out in this clause 20 are reasonable and necessary to protect the legitimate business interests of the Company and any applicable Group Company during the Appointment and after (subject to clause 8(2)) for a period of 12 months following the termination of the Appointment. 20.2 The Employee hereby undertakes with Appointment (the Company that “Exclusion Period”) he will shall not during the Appointment and for the period of six months after the Termination Date without the prior written consent of the Company whether by himself, through his employees or agents or otherwise howsoever and whether on his own behalf account or on behalf of any other person, firm, company or other organisation, otherwise and whether directly or indirectly: (a) solicit, interfere with, endeavor to entice away or induce to leave their employment any director or senior manager who is then or was at the date of termination of the Appointment an employee of or engaged by the Company or any other company within the Prudential Group and with whom the Executive had business dealings during the course of his employment in the 12 month period immediately prior to the termination of the Appointment. Nothing in this clause shall prohibit the seeking or doing of business not in direct or indirect competition with the business of the Company or any company within the Prudential Group; or (b) solicit, interfere with or endeavour to or actually entice away from the Company or any company within the Prudential Group business orders, or custom for products or services similar to those being provided by the Company or any company within the Prudential Group from any person, firm or corporation who was at the date of termination of the Appointment, or had been at any time within the year ending on that date, a customer or in the habit of doing business with the Company or any company in the Prudential Group and with whom the Executive was directly concerned in the twelve months before the termination of the Appointment. Nothing in this clause shall prohibit the seeking or doing of business not in direct or indirect competition with the business of the Company or any company within the Prudential Group; or (c) carry on, set up, be employed, engaged or interested in a business anywhere in the UK, Europe, US or Asia which is or is about to be in competition with the business of the Company or any company within the Prudential Group as at the date of termination with which the Executive was actively involved during the 12 month period immediately prior to termination of the Appointment. It is agreed that in the event that any such company ceases to be in competition with the Company and/or any company within the Restricted AreaPrudential Group, be employed this clause 8(1)(c) shall, with effect from that date, cease to apply in respect of such company. The provisions of this clause 8(1)(c) shall not, at any time following the termination of the Appointment, prevent the Executive from holding shares or engaged other capital not amounting to more than 3% of the total issued share capital of any company whether listed on a recognised stock exchange or otherwise interested not and, in addition, shall not prohibit the seeking or doing of business not in direct or indirect competition with the business of researching into, developing, manufacturing, distributing, selling, supplying the Company or otherwise dealing with services and / or goods that are the same as or of a similar type to the Restricted Services and Restricted Goods any company within the Restricted AreaPrudential Group. (2) The period during which the restrictions referred to in clause 8 shall apply following the termination of the Appointment shall be reduced by the amount of time during which, if at all, the Company suspends the Employee under the provision of clause 3(3). (3) The Executive acknowledges and agrees that: (a) each of sub-clauses 8(1)(a) (b) and (c) hereof constitute an entirely separate and independent restriction on him; (b) in competition with the Company, accept orders or facilitate duration extent and application of each of the acceptance restrictions are no greater than is necessary for the reasonable protection of any orders or have any business dealings for goods or services that are the same as or proper interests of a similar type to the Restricted Goods or Restricted Services from any Customer or Prospective Customer;Prudential Group; and (c) interfere with if any such restriction is found by any court of competent jurisdiction to be void or endeavour to interfere with unenforceable as going beyond what is reasonable in the supply or provision of goods or services (other than utilities, or goods or services supplied circumstances for an administrative purpose) to the Company or to induce the cessation protection of the supply or provision interests of such goods or services from any Restricted Supplier. 20.3 The Employee hereby undertakes with the Company that he shall not during Prudential Group but would be valid if part of the Appointment and for wording was deleted and/or the period thereof was reduced and/or the territory concerned was reduced the restriction shall apply within the jurisdiction of six months after the Termination Date without the prior written consent of the Company whether by himself through his employees or agents or otherwise howsoever that court with such modifications as may be necessary to make it valid and whether on his own behalf or on behalf of any other person, firm, company or other organisation directly or indirectly: (a) in competition with the Company, solicit business from or endeavour to entice away or canvass any Customer or Prospective Customer if such solicitation or canvassing is in respect of services that are the same as or of a similar type to the Restricted Services or goods that are the same as or of a similar nature to the Restricted Goods; (b) solicit or induce or endeavour to solicit or induce any Restricted Employee to cease working for or providing services to the Company, whether or not any such person would thereby commit a breach of contracteffective.

Post-Termination Restrictions. 20.1 (1) The Employee recognises that, whilst performing his duties for the Company, he will have access to and come into contact with trade secrets and Confidential Information belonging to the Company and/or any applicable Group Company and will obtain personal knowledge of and influence over its or their Customers and/or Prospective Customers and/or Restricted Employees. The Employee therefore agrees Executive undertakes that the restrictions set out in this clause 20 are reasonable and necessary to protect the legitimate business interests of the Company and any applicable Group Company during the Appointment and after (subject to clause 8(2)) for a period of 12 months following the termination of the Appointment. 20.2 The Employee hereby undertakes with Appointment (the Company that he will “Exclusion Period”) she shall not during the Appointment and for the period of six months after the Termination Date without the prior written consent of the Company whether by himself, through his employees or agents on her own account or otherwise howsoever and whether on his own behalf or on behalf of any other person, firm, company or other organisation, directly or indirectly: (a) solicit, interfere with, endeavor to entice away or induce to leave their employment any director or senior manager who is then or was at the date of termination of the Appointment an employee of or engaged by the Company or any other company within the Prudential Group and with whom the Executive had business dealings during the course of her employment in the 12 month period immediately prior to the termination of the Appointment. Nothing in this clause shall prohibit the seeking or doing of business not in direct or indirect competition with the business of the Company or any company within the Prudential Group; or (b) solicit, interfere with or endeavour to or actually entice away from the Company or any company within the Prudential Group business orders, or custom for products or services similar to those being provided by the Company or any company within the Prudential Group from any person, firm or corporation who was at the date of termination of the Appointment, or had been at any time within the year ending on that date, a customer or in the habit of doing business with the Company or any company in the Prudential Group and with whom the Executive was directly concerned in the twelve months before the termination of the Appointment. Nothing in this clause shall prohibit the seeking or doing of business not in direct or indirect competition with the business of the Company or any company within the Prudential Group; or (c) carry on, set up, be employed, engaged or interested in a business anywhere in the UK, Europe, US or Asia which is or is about to be in competition with the business of the Company or any company within the Prudential Group as at the date of termination with which the Executive was actively involved during the 12 month period immediately prior to termination of the Appointment. It is agreed that in the event that any such company ceases to be in competition with the Company and/or any company within the Restricted AreaPrudential Group, be employed this clause 8(1)(c) shall, with effect from that date, cease to apply in respect of such company. The provisions of this clause 8(1)(c) shall not, at any time following the termination of the Appointment, prevent the Executive from holding shares or engaged other capital not amounting to more than 3% of the total issued share capital of any company whether listed on a recognised stock exchange or otherwise interested not and, in addition, shall not prohibit the seeking or doing of business not in direct or indirect competition with the business of researching into, developing, manufacturing, distributing, selling, supplying the Company or otherwise dealing with services and / or goods that are the same as or of a similar type to the Restricted Services and Restricted Goods any company within the Restricted AreaPrudential Group. (2) The period during which the restrictions referred to in clause 8 shall apply following the termination of the Appointment shall be reduced by the amount of time during which, if at all, the Company suspends the Employee under the provision of clause 3(3). (3) The Executive acknowledges and agrees that: (a) each of sub-clauses 8(1)(a) (b) and (c) hereof constitute an entirely separate and independent restriction on her; (b) in competition with the Company, accept orders or facilitate duration extent and application of each of the acceptance restrictions are no greater than is necessary for the reasonable protection of any orders or have any business dealings for goods or services that are the same as or proper interests of a similar type to the Restricted Goods or Restricted Services from any Customer or Prospective Customer;Prudential Group; and (c) interfere with if any such restriction is found by any court of competent jurisdiction to be void or endeavour to interfere with unenforceable as going beyond what is reasonable in the supply or provision of goods or services (other than utilities, or goods or services supplied circumstances for an administrative purpose) to the Company or to induce the cessation protection of the supply or provision interests of such goods or services from any Restricted Supplier. 20.3 The Employee hereby undertakes with the Company that he shall not during Prudential Group but would be valid if part of the Appointment and for wording was deleted and/or the period thereof was reduced and/or the territory concerned was reduced the restriction shall apply within the jurisdiction of six months after the Termination Date without the prior written consent of the Company whether by himself through his employees or agents or otherwise howsoever that court with such modifications as may be necessary to make it valid and whether on his own behalf or on behalf of any other person, firm, company or other organisation directly or indirectly: (a) in competition with the Company, solicit business from or endeavour to entice away or canvass any Customer or Prospective Customer if such solicitation or canvassing is in respect of services that are the same as or of a similar type to the Restricted Services or goods that are the same as or of a similar nature to the Restricted Goods; (b) solicit or induce or endeavour to solicit or induce any Restricted Employee to cease working for or providing services to the Company, whether or not any such person would thereby commit a breach of contracteffective.

Post-Termination Restrictions. 20.1 16.1 The Employee recognises that, whilst performing his duties for the Company, he will have access to and come into contact with trade secrets and Confidential Information belonging to the Company and/or any applicable Group Company and will obtain personal knowledge of and influence over its or their Customers and/or Prospective Customers and/or Restricted Employees. The Employee therefore agrees that the restrictions set out in this clause 20 16 are reasonable and necessary to protect the legitimate business interests of the Company and any applicable Group Company during the Appointment and after the termination of the Appointment. 20.2 16.2 The Employee hereby undertakes with the Company that he will not during the Appointment and for the period of six months after the Termination Date without the prior written consent of the Company whether by himself, through his employees or agents or otherwise howsoever and whether on his own behalf or on behalf of any other person, firm, company or other organisation, directly or indirectly: (a) in competition with the Company within the Restricted Area, be employed or engaged or otherwise interested in the business of researching into, developing, manufacturing, distributing, selling, supplying or otherwise dealing with services and / or goods that are the same as or of a similar type to the Restricted Services and Restricted Goods within the Restricted Area; (b) in competition with the Company, accept orders or facilitate the acceptance of any orders or have any business dealings for goods or services that are the same as or of a similar type to the Restricted Goods or Restricted Services from any Customer or Prospective Customer; (c) interfere with or endeavour to interfere with the supply or provision of goods or services (other than utilities, or goods or services supplied for an administrative purpose) to the Company or to induce the cessation of the supply or provision of such goods or services from any Restricted Supplier. 20.3 16.3 The Employee hereby undertakes with the Company that he shall not during the Appointment and for the period of six months after the Termination Date without the prior written consent of the Company whether by himself through his employees or agents or otherwise howsoever and whether on his own behalf or on behalf of any other person, firm, company or other organisation directly or indirectly: (a) in competition with the Company, solicit business from or endeavour to entice away or canvass any Customer or Prospective Customer if such solicitation or canvassing is in respect of services that are the same as or of a similar type to the Restricted Services or goods that are the same as or of a similar nature to the Restricted Goods; (b) solicit or induce or endeavour to solicit or induce any Restricted Employee to cease working for or providing services to the Company, whether or not any such person would thereby commit a breach of contract.

Post-Termination Restrictions. 20.1 16.1 The Employee recognises that, whilst performing his duties for the Company, he will have access to and come into contact with trade secrets and Confidential Information belonging to the Company and/or any applicable Group Company and will obtain personal knowledge of and influence over its or their Customers and/or Prospective Customers and/or Restricted Employees. The Employee therefore agrees that the restrictions set out in this clause 20 16 are reasonable and necessary to protect the legitimate business interests of the Company and any applicable Group Company during the Appointment and after the termination of the Appointment. 20.2 16.2 The Employee hereby undertakes with the Company that he will not during the Appointment and for the period of six three months after the Termination Date without the prior written consent of the Company whether by himself, through his employees or agents or otherwise howsoever and whether on his own behalf or on behalf of any other person, firm, company or other organisation, directly or indirectly: (a) in competition with the Company within the Restricted Area, be employed or engaged or otherwise interested in the business of researching into, developing, manufacturing, distributing, selling, supplying or otherwise dealing with services and / or goods that are the same as or of a similar type to the Restricted Services and Restricted Goods within the Restricted Area; (b) in competition with the Company, accept orders or facilitate the acceptance of any orders or have any business dealings for goods or services that are the same as or of a similar type to the Restricted Goods or Restricted Services from any Customer or Prospective Customer; (c) interfere with or endeavour to interfere with the supply or provision of goods or services (other than utilities, or goods or services supplied for an administrative purpose) to the Company or to induce the cessation of the supply or provision of such goods or services from any Restricted Supplier. 20.3 16.3 The Employee hereby undertakes with the Company that he shall not during the Appointment and for the period of six three months after the Termination Date without the prior written consent of the Company whether by himself through his employees or agents or otherwise howsoever and whether on his own behalf or on behalf of any other person, firm, company or other organisation directly or indirectly: (a) in competition with the Company, solicit business from or endeavour to entice away or canvass any Customer or Prospective Customer if such solicitation or canvassing is in respect of services that are the same as or of a similar type to the Restricted Services or goods that are the same as or of a similar nature to the Restricted Goods; (b) solicit or induce or endeavour to solicit or induce any Restricted Employee to cease working for or providing services to the Company, whether or not any such person would thereby commit a breach of contract.

Post-Termination Restrictions. 20.1 (1) The Employee recognises that, whilst performing his duties for the Company, he will have access to and come into contact with trade secrets and Confidential Information belonging to the Company and/or any applicable Group Company and will obtain personal knowledge of and influence over its or their Customers and/or Prospective Customers and/or Restricted Employees. The Employee therefore agrees Executive undertakes that the restrictions set out in this clause 20 are reasonable and necessary to protect the legitimate business interests of the Company and any applicable Group Company during the Appointment and after (subject to clause 8(2)) for a period of 12 months following the termination of the Appointment. 20.2 The Employee hereby undertakes with Appointment (the Company that “Exclusion Period”) he will shall not during the Appointment and for the period of six months after the Termination Date without the prior written consent of the Company whether by himself, through his employees or agents or otherwise howsoever and whether on his own behalf account or on behalf of any other person, firm, company or other organisation, otherwise and whether directly or indirectly: (a) solicit, interfere with, endeavour to entice away or induce to leave their employment any director or senior manager who is then or was at the date of termination of the Appointment an employee of or engaged by the Company or any other company within the Prudential Group and with whom the Executive had business dealings during the course of his employment in the 12 month period immediately prior to the termination of the Appointment. Nothing in this clause shall prohibit the seeking or doing of business not in direct or indirect competition with the business of the Company or any company within the Prudential Group; or (b) solicit, interfere with or endeavour to or actually entice away from the Company or any company within the Prudential Group business orders, or custom for products or services similar to those being provided by the Company or any company within the Prudential Group from any person, firm or corporation who was at the date of termination of the Appointment, or had been at any time within the year ending on that date, a customer or in the habit of doing business with the Company or any company in the Prudential Group and with whom the Executive was directly concerned in the twelve months before the termination of the Appointment. Nothing in this clause shall prohibit the seeking or doing of business not in direct or indirect competition with the business of the Company or any company within the Prudential Group; or (c) carry on, set up, be employed, engaged or interested in a business anywhere in the UK, Europe, US or Asia which is or is about to be in competition with the business of the Company or any company within the Prudential Group as at the date of termination with which the Executive was actively involved during the 12 month period immediately prior to termination of the Appointment, including (but not limited to) the businesses of the companies listed in Schedule 1 (or such other companies as may, from time to time, carry on such businesses). It is agreed that in the event that any such company ceases to be in competition with the Company and/or any company within the Restricted AreaPrudential Group, be employed this clause 8(1)(c) shall, with effect from that date, cease to apply in respect of such company. The provisions of this clause 8(1)(c) shall not, at any time following the termination of the Appointment, prevent the Executive from holding shares or engaged other capital not amounting to more than 3% of the total issued share capital of any company whether listed on a recognised stock exchange or otherwise interested not and, in addition, shall not prohibit the seeking or doing of business not in direct or indirect competition with the business of researching into, developing, manufacturing, distributing, selling, supplying the Company or otherwise dealing with services and / or goods that are the same as or of a similar type to the Restricted Services and Restricted Goods any company within the Restricted AreaPrudential Group. (2) The period during which the restrictions referred to in clause 8 shall apply following the termination of the Appointment shall be reduced by the amount of time during which, if at all, the Company suspends the Employee under the provision of clause 3(3). (3) The Executive acknowledges and agrees that: (a) each of sub-clauses 8(1)(a) (b) and (c) hereof constitute an entirely separate and independent restriction on him; (b) in competition with the Company, accept orders or facilitate duration extent and application of each of the acceptance restrictions are no greater than is necessary for the reasonable protection of any orders or have any business dealings for goods or services that are the same as or proper interests of a similar type to the Restricted Goods or Restricted Services from any Customer or Prospective Customer;Prudential Group; and (c) interfere with if any such restriction is found by any court of competent jurisdiction to be void or endeavour to interfere with unenforceable as going beyond what is reasonable in the supply or provision of goods or services (other than utilities, or goods or services supplied circumstances for an administrative purpose) to the Company or to induce the cessation protection of the supply or provision interests of such goods or services from any Restricted Supplier. 20.3 The Employee hereby undertakes with the Company that he shall not during Prudential Group but would be valid if part of the Appointment and for wording was deleted and/or the period thereof was reduced and/or the territory concerned was reduced the restriction shall apply within the jurisdiction of six months after the Termination Date without the prior written consent of the Company whether by himself through his employees or agents or otherwise howsoever that court with such modifications as may be necessary to make it valid and whether on his own behalf or on behalf of any other person, firm, company or other organisation directly or indirectly: (a) in competition with the Company, solicit business from or endeavour to entice away or canvass any Customer or Prospective Customer if such solicitation or canvassing is in respect of services that are the same as or of a similar type to the Restricted Services or goods that are the same as or of a similar nature to the Restricted Goods; (b) solicit or induce or endeavour to solicit or induce any Restricted Employee to cease working for or providing services to the Company, whether or not any such person would thereby commit a breach of contracteffective.

Post-Termination Restrictions. 20.1 (1) The Employee recognises that, whilst performing his duties for the Company, he will have access to and come into contact with trade secrets and Confidential Information belonging to the Company and/or any applicable Group Company and will obtain personal knowledge of and influence over its or their Customers and/or Prospective Customers and/or Restricted Employees. The Employee therefore agrees Executive undertakes that the restrictions set out in this clause 20 are reasonable and necessary to protect the legitimate business interests of the Company and any applicable Group Company during the Appointment and after (subject to clause 8(2)) for a period of 12 months following the termination of the Appointment. 20.2 The Employee hereby undertakes with Appointment (the Company that “Exclusion Period”) he will shall not during the Appointment and for the period of six months after the Termination Date without the prior written consent of the Company whether by himself, through his employees or agents or otherwise howsoever and whether on his own behalf account or on behalf of any other person, firm, company or other organisation, otherwise and whether directly or indirectly: (a) solicit, interfere with, endeavor to entice away or induce to leave their employment any director or senior manager who is then or was at the date of termination of the Appointment an employee of or engaged by the Company or any other company within the Prudential Group and with whom the Executive had business dealings during the course of his employment in the 12 month period immediately prior to the termination of the Appointment. Nothing in this clause shall prohibit the seeking or doing of business not in direct or indirect competition with the business of the Company or any company within the Prudential Group; or (b) solicit, interfere with or endeavour to or actually entice away from the Company or any company within the Prudential Group business orders, or custom for products or services similar to those being provided by the Company or any company within the Prudential Group from any person, firm or corporation who was at the date of termination of the Appointment, or had been at any time within the year ending on that date, a customer or in the habit of doing business with the Company or any company in the Prudential Group and with whom the Executive was directly concerned in the twelve months before the termination of the Appointment. Nothing in this clause shall prohibit the seeking or doing of business not in direct or indirect competition with the business of the Company or any company within the Prudential Group; or ​ (c) carry on, set up, be employed, engaged or interested in a business anywhere in the UK, Asia or Africa which is or is about to be in competition with the business of the Company or any company within the Prudential Group as at the date of termination with which the Executive was actively involved during the 12 month period immediately prior to termination of the Appointment. It is agreed that in the event that any such company ceases to be in competition with the Company and/or any company within the Restricted AreaPrudential Group, be employed this clause 8(1)(c) shall, with effect from that date, cease to apply in respect of such company. The provisions of this clause 8(1)(c) shall not, at any time following the termination of the Appointment, prevent the Executive from holding shares or engaged other capital not amounting to more than 3% of the total issued share capital of any company whether listed on a recognised stock exchange or otherwise interested not and, in addition, shall not prohibit the seeking or doing of business not in direct or indirect competition with the business of researching into, developing, manufacturing, distributing, selling, supplying the Company or otherwise dealing with services and / or goods that are the same as or of a similar type to the Restricted Services and Restricted Goods any company within the Restricted AreaPrudential Group. (2) The period during which the restrictions referred to in clause 8 shall apply following the termination of the Appointment shall be reduced by the amount of time (if any) during which, if at all, the Company suspends the Employee under the provisions of clause 3(3). (3) The Executive acknowledges and agrees that: (a) each of sub-clauses 8(1)(a) (b) and (c) hereof constitute an entirely separate and independent restriction on him; (b) in competition with the Company, accept orders or facilitate duration extent and application of each of the acceptance restrictions are no greater than is necessary for the reasonable protection of any orders or have any business dealings for goods or services that are the same as or proper interests of a similar type to the Restricted Goods or Restricted Services from any Customer or Prospective Customer;Prudential Group; and (c) interfere with if any such restriction is found by any court of competent jurisdiction to be void or endeavour to interfere with unenforceable as going beyond what is reasonable in the supply or provision of goods or services (other than utilities, or goods or services supplied circumstances for an administrative purpose) to the Company or to induce the cessation protection of the supply or provision interests of such goods or services from any Restricted Supplier. 20.3 The Employee hereby undertakes with the Company that he shall not during Prudential Group but would be valid if part of the Appointment and for wording was deleted and/or the period thereof was reduced and/or the territory concerned was reduced the restriction shall apply within the jurisdiction of six months after the Termination Date without the prior written consent of the Company whether by himself through his employees or agents or otherwise howsoever that court with such modifications as may be necessary to make it valid and whether on his own behalf or on behalf of any other person, firm, company or other organisation directly or indirectly: (a) in competition with the Company, solicit business from or endeavour to entice away or canvass any Customer or Prospective Customer if such solicitation or canvassing is in respect of services that are the same as or of a similar type to the Restricted Services or goods that are the same as or of a similar nature to the Restricted Goods; (b) solicit or induce or endeavour to solicit or induce any Restricted Employee to cease working for or providing services to the Company, whether or not any such person would thereby commit a breach of contracteffective.

Post-Termination Restrictions. 20.1 The Employee recognises that(1) In order to protect the confidential information, whilst performing his duties for the Company, he will have access to and come into contact with trade secrets and Confidential Information belonging to the Company and/or any applicable Group Company and will obtain personal knowledge of and influence over its or their Customers and/or Prospective Customers and/or Restricted Employees. The Employee therefore agrees that the restrictions set out in this clause 20 are reasonable and necessary to protect the legitimate business interests connections of the Company and any applicable Relevant Group Company during to which the Appointment and after Executive has access as a result his employment, the termination of the Appointment. 20.2 The Employee hereby undertakes Executive covenants with the Company (for itself and as trustee for each Group Company) that he will not during the Appointment and not, for the period following periods after Termination, directly or indirectly, either alone or jointly with or on behalf of six months after the Termination Date without the prior written consent of the Company whether by himself, through his employees or agents or otherwise howsoever any third party and whether on his own behalf account or on behalf of as principal, partner, shareholder, director, employee, consultant or in any other person, firm, company or other organisation, directly or indirectlycapacity whatsoever: (a) for 12 months following the Termination in the Relevant Territory and in competition with the Company within or any Relevant Group Company engage, assist or be interested in any undertaking which provides Services; (b) for 12 months following the Restricted Area, Termination and in competition with the Company or any Relevant Group Company solicit or interfere with or endeavour to entice away from the Company or any Relevant Group Company any Customer in relation to the supply of Services; (c) for 12 months following the Termination in the Relevant Territory and in competition with the Company or any Relevant Group Company be employed connected with the supply of Services to any Customer; (d) for 12 months following the Termination and in competition with the Company or engaged any Relevant Group Company solicit or otherwise interfere with or endeavour to entice away from the Company or any Relevant Group Company any Supplier in relation to the supply of Services; (e) for 12 months following the Termination Date in the Relevant Territory and in competition with the Company or any Relevant Group Company be concerned with the receipt of services or goods from any Supplier where such services or goods are in competition with those supplied to the Company or any Relevant Group Company by the Supplier in the period of 12 months prior to the Termination and with which supply the Executive had business dealings in the said period of 12 months; (f) for 12 months following the Termination solicit the employment or engagement of any Key Employee in a business which is in competition with the Company or any Relevant Group Company (whether or not such person would breach their contract of employment or engagement by reason of leaving the service of the business in which they work); or (g) represent himself as being in any way connected with or interested in the business of researching into, developing, manufacturing, distributing, selling, supplying or otherwise dealing with services and / or goods that are the same as or of a similar type to the Restricted Services and Restricted Goods within the Restricted Area; (b) in competition with the Company, accept orders or facilitate the acceptance of any orders or have any business dealings for goods or services that are the same as or of a similar type to the Restricted Goods or Restricted Services from any Customer or Prospective Customer; (c) interfere with or endeavour to interfere with the supply or provision of goods or services (other than utilities, or goods or services supplied for an administrative purpose) to the Company or to induce any Relevant Group Company. (2) For so long as the cessation Executive holds the role of Finance Director, or another role that has worldwide responsibilities, the Executive and Company acknowledge that the nature of the supply or provision of Executive’s role is such goods or services from any Restricted Supplier. 20.3 The Employee hereby undertakes with the Company that he shall not during the Appointment and for the period of six months after the Termination Date without the prior written consent of the Company whether by himself through his employees or agents or otherwise howsoever and whether on his own behalf or on behalf of any other person, firm, company or other organisation directly or indirectlythat: (a) in competition with the Company, solicit business from or endeavour Executive will perform Services to entice away or canvass any Customer or Prospective Customer if such solicitation or canvassing is in respect of services that are the same as or of a similar type to the Restricted Services or goods that are the same as or of a similar nature to the Restricted Goods;material degree for all Group Companies; and (b) solicit or induce or endeavour to solicit or induce any Restricted Employee to cease working for or providing services to the Company, whether or not any such person would thereby commit a breach Executive will have business dealings across all geographical areas in which Group Companies operate. (3) For the purposes of contract.this clause:-

Post-Termination Restrictions. 20.1 (1) The Employee recognises that, whilst performing his duties for the Company, he will have access to and come into contact with trade secrets and Confidential Information belonging to the Company and/or any applicable Group Company and will obtain personal knowledge of and influence over its or their Customers and/or Prospective Customers and/or Restricted Employees. The Employee therefore agrees Executive undertakes that the restrictions set out in this clause 20 are reasonable and necessary to protect the legitimate business interests of the Company and any applicable Group Company during the Appointment and after (subject to clause 8(2)) for a period of 12 months following the termination of the Appointment. 20.2 The Employee hereby undertakes with Appointment (the Company that “Exclusion Period”) he will shall not during the Appointment and for the period of six months after the Termination Date without the prior written consent of the Company whether by himself, through his employees or agents or otherwise howsoever and whether on his own behalf account or on behalf of any other person, firm, company or other organisation, otherwise and whether directly or indirectly: (a) solicit, interfere with, endeavor to entice away or induce to leave their employment any director or senior manager who is then or was at the date of termination of the Appointment an employee of or engaged by the Company or any other company within the Prudential Group and with whom the Executive had business dealings during the course of his employment in the 12 month period immediately prior to the termination of the Appointment. Nothing in this clause shall prohibit the seeking or doing of business not in direct or indirect competition with the business of the Company or any company within the Prudential Group; or (b) solicit, interfere with or endeavour to or actually entice away from the Company or any company within the Prudential Group business orders, or custom for products or services similar to those being provided by the Company or any company within the Prudential Group from any person, firm or corporation who was at the date of termination of the Appointment, or had been at any time within the year ending on that date, a customer or in the habit of doing business with the Company or any company in the Prudential Group and with whom the Executive was directly concerned in the twelve months before the termination of the Appointment. Nothing in this clause shall prohibit the seeking or doing of business not in direct or indirect competition with the business of the Company or any company within the Prudential Group; or (c) carry on, set up, be employed, engaged or interested in a business anywhere in the UK, Europe, US or Asia which is or is about to be in competition with the business of the Company or any company within the Prudential Group as at the date of termination with which the Executive was actively involved during the 12 month period immediately prior to termination of the Appointment. It is agreed that in the event that any such company ceases to be in competition with the Company and/or any company within the Restricted AreaPrudential Group, be employed this clause 8(1)(c) shall, with effect from that date, cease to apply in respect of such company. The provisions of this clause 8(1)(c) shall not, at any time following the termination of the Appointment, prevent the Executive from holding shares or engaged other capital not amounting to more than 3% of the total issued share capital of any company whether listed on a recognised stock exchange or otherwise interested not and, in addition, shall not prohibit the seeking or doing of business not in direct or indirect competition with the business of researching into, developing, manufacturing, distributing, selling, supplying the Company or otherwise dealing with services and / or goods that are the same as or of a similar type to the Restricted Services and Restricted Goods any company within the Restricted AreaPrudential Group. (2) The period during which the restrictions referred to in clause 8 shall apply following the termination of the Appointment shall be reduced by the amount of time during which, if at all, the Company suspends the Employee under the provision of clause 3(3). (3) The Executive acknowledges and agrees that: (a) each of sub-clauses 8(1)(a) (b) and (c) hereof constitute an entirely separate and independent restriction on his; (b) in competition with the Company, accept orders or facilitate duration extent and application of each of the acceptance restrictions are no greater than is necessary for the reasonable protection of any orders or have any business dealings for goods or services that are the same as or proper interests of a similar type to the Restricted Goods or Restricted Services from any Customer or Prospective Customer;Prudential Group; and (c) interfere with if any such restriction is found by any court of competent jurisdiction to be void or endeavour to interfere with unenforceable as going beyond what is reasonable in the supply or provision of goods or services (other than utilities, or goods or services supplied circumstances for an administrative purpose) to the Company or to induce the cessation protection of the supply or provision interests of such goods or services from any Restricted Supplier. 20.3 The Employee hereby undertakes with the Company that he shall not during Prudential Group but would be valid if part of the Appointment and for wording was deleted and/or the period thereof was reduced and/or the territory concerned was reduced the restriction shall apply within the jurisdiction of six months after the Termination Date without the prior written consent of the Company whether by himself through his employees or agents or otherwise howsoever that court with such modifications as may be necessary to make it valid and whether on his own behalf or on behalf of any other person, firm, company or other organisation directly or indirectly: (a) in competition with the Company, solicit business from or endeavour to entice away or canvass any Customer or Prospective Customer if such solicitation or canvassing is in respect of services that are the same as or of a similar type to the Restricted Services or goods that are the same as or of a similar nature to the Restricted Goods; (b) solicit or induce or endeavour to solicit or induce any Restricted Employee to cease working for or providing services to the Company, whether or not any such person would thereby commit a breach of contracteffective.

Post-Termination Restrictions. 20.1 14.1 The Employee recognises that, whilst performing his duties for the Company, he will have access to and come into contact with trade secrets and Confidential Information belonging to the Company and/or any applicable Group Company and will obtain personal knowledge of and influence over its or their Customers and/or Prospective Customers and/or Restricted Employees. The Employee therefore agrees that the restrictions set out in this clause 20 15 are reasonable and necessary to protect the legitimate business interests of the Company and any applicable Group Company during the Appointment and after the termination of the Appointment. 20.2 14.2 The Employee hereby undertakes with the Company that he will not during the Appointment and for the period of six months after the Termination Date without the prior written consent of the Company whether by himself, through his employees or agents or otherwise howsoever and whether on his own behalf or on behalf of any other person, firm, company or other organisation, directly or indirectly: (a) in competition with the Company within the Restricted Area, be employed or engaged or otherwise interested in the business of researching into, developing, manufacturing, distributing, selling, supplying or otherwise dealing with services and / or goods that are the same as or of a similar type to the Restricted Services and Restricted Goods within the Restricted Area; (b) in competition with the Company, accept orders or facilitate the acceptance of any orders or have any business dealings for goods or services that are the same as or of a similar type to the Restricted Goods or Restricted Services from any Customer or Prospective Customer; (c) interfere with or endeavour to interfere with the supply or provision of goods or services (other than utilities, or goods or services supplied for an administrative purpose) to the Company or to induce the cessation of the supply or provision of such goods or services from any Restricted Supplier. 20.3 14.3 The Employee hereby undertakes with the Company that he shall not during the Appointment and for the period of six months after the Termination Date without the prior written consent of the Company whether by himself through his employees or agents or otherwise howsoever and whether on his own behalf or on behalf of any other person, firm, company or other organisation directly or indirectly: (a) in competition with the Company, solicit business from or endeavour to entice away or canvass any Customer or Prospective Customer if such solicitation or canvassing is in respect of services that are the same as or of a similar type to the Restricted Services or goods that are the same as or of a similar nature to the Restricted Goods; (b) solicit or induce or endeavour to solicit or induce any Restricted Employee to cease working for or providing services to the Company, whether or not any such person would thereby commit a breach of contract.

Post-Termination Restrictions. 20.1 15.1 The Employee recognises that, whilst performing his duties for the Company, he will have access to and come into contact with trade secrets and Confidential Information belonging to the Company and/or any applicable Group Company and will obtain personal knowledge of and influence over its or their Customers and/or Prospective Customers and/or Restricted Employees. The Employee therefore agrees that the restrictions set out in this clause 20 16 are reasonable and necessary to protect the legitimate business interests of the Company and any applicable Group Company during the Appointment and after the termination of the Appointment. 20.2 15.2 The Employee hereby undertakes with the Company that he will not during the Appointment and for the period of six four months after the Termination Date without the prior written consent of the Company whether by himself, through his employees or agents or otherwise howsoever and whether on his own behalf or on behalf of any other person, firm, company or other organisation, directly or indirectly: (a) in competition with the Company within the Restricted Area, be employed or engaged or otherwise interested in the business of researching into, developing, manufacturing, distributing, selling, supplying or otherwise dealing with services and / or goods that are the same as or of a similar type to the Restricted Services and Restricted Goods within the Restricted Area; (b) in competition with the Company, accept orders or facilitate the acceptance of any orders or have any business dealings for goods or services that are the same as or of a similar type to the Restricted Goods or Restricted Services from any Customer or Prospective Customer; (c) interfere with or endeavour to interfere with the supply or provision of goods or services (other than utilities, or goods or services supplied for an administrative purpose) to the Company or to induce the cessation of the supply or provision of such goods or services from any Restricted Supplier. 20.3 15.3 The Employee hereby undertakes with the Company that he shall not during the Appointment and for the period of six three months after the Termination Date without the prior written consent of the Company whether by himself through his employees or agents or otherwise howsoever and whether on his own behalf or on behalf of any other person, firm, company or other organisation directly or indirectly: (a) in competition with the Company, solicit business from or endeavour to entice away or canvass any Customer or Prospective Customer if such solicitation or canvassing is in respect of services that are the same as or of a similar type to the Restricted Services or goods that are the same as or of a similar nature to the Restricted Goods; (b) solicit or induce or endeavour to solicit or induce any Restricted Employee to cease working for or providing services to the Company, whether or not any such person would thereby commit a breach of contract.