Restrictions after Termination of Employment. 24.1 You agree and covenant to the Company that you will not, without the prior written permission of the Board, during the period of 12 months immediately following the Termination Date (less any period you are required to cease undertaking any duties for the Company pursuant to clause 20 of this agreement), and whether on your own behalf or on behalf of any individual, company, firm, business or other organisation, directly or indirectly: (a) in connection with the carrying on of any business which competes in the Restricted Area with the Business, solicit or entice away from the Company or any Group Company the business or custom of any customer or Prospective Customer (as defined below) with which customer or Prospective Customer you had business dealings on behalf of the Company or any Group Company during the Relevant Period or about which customer or Prospective Customer you are privy to confidential information at the Termination Date; (b) in connection with the carrying on of any business which competes in the Restricted Area with the Business, accept any business, orders or custom from any customer or Prospective Customer of the Company or any Group Company with which customer or Prospective Customer you had business dealings on behalf of the Company or any Group Company during the Relevant Period or about which customer or Prospective Customer you are privy to confidential information at the Termination Date; (c) in connection with the carrying on of any business which competes in the Restricted Area with the Business, endeavour to entice away from the Company or any Group Company any supplies of goods or services being provided to the Company or any Group Company by any person, firm, company or organisation whom or which supplied goods or services to the Company or any Group Company during the Relevant Period with whom you had business dealings on behalf of the Company or any Group Company in the course of the Relevant Period or about whom you are privy to confidential information at the Termination Date; (d) in any way seek to affect the terms of business on which the Company or any Group Company deals with any person, firm, company or organisation whom or which was a customer, agent, distributor or contractor of or whom or which supplied goods or services to the Company or any Group Company during the Relevant Period or act or omit to act in any manner which will or is likely to result in any such person, firm, company or organisation terminating or reducing the amount of business dealings with or the custom, services or supplies it provides to or for the Company or any Group Company; (e) solicit or seek to entice away from the Company or any Group Company any person employed or engaged by the Company or any Group Company as a director, officer, president or a vice president or any other person employed or engaged in a managerial, technical, engineering, sales, marketing, research and/or development capacity at the Termination Date with whom you had dealings during the Relevant Period. This restriction shall apply regardless of whether the solicitation involves a breach of contract on the part of the consultant, director or employee concerned; or (f) employ or engage or offer to employ or engage any person employed or engaged by the Company or any Group Company as a director, officer, president or a vice president or any other person employed or engaged in a managerial, technical, engineering, sales, marketing, research or product development capacity at the Termination Date with whom you had dealings during the Relevant Period. This restriction shall apply regardless of whether the employment involves a breach of contract on the part of the consultant, director or employee concerned. 24.2 You agree and covenant to the Company that you will not, without the prior written permission of the Board, for a period of 12 months immediately following the Termination Date (less any period you are required to cease undertaking your duties for the Company pursuant to clause 20): (a) be engaged, appointed or employed within the Restricted Area by; (b) undertake any duties in relation to the Restricted Area (wherever you are based) for; or (c) be otherwise interested, concerned or involved in, (as the context permits) any person, firm, company, corporation, business or organisation which competes in the Restricted Area with the Business. 24.3 Each of the sub-clauses contained in clause 24 constitutes an entirely separate and independent covenant. If any restriction is held to be invalid or unenforceable by a court of competent jurisdiction, it is intended and understood by the parties that such invalidity or unenforceability will not affect the remaining restrictions or the validity of the rest of the agreement and that if any such restriction would be valid if some part thereof were deleted, such restrictions shall apply with such modification as may be necessary to make them effective. 24.4 You agree that if you receive an offer of employment, consultancy, directorship or other office or partnership during the continuance in force of any of the above, you will prior to acceptance of an offer, provide the party making the offer with copies of this clause and details of your notice period, the restrictions on your use and disclosure of confidential information and the clauses dealing with copyright and inventions. 24.5 You acknowledge that the Company is entering into this agreement not only for itself but also as the trustee of each Group Company and with the intention that the Company and/or any Group Company will be entitled to seek the protection of and enforce each of its restrictions directly against you. If requested to do so by the Company, you will at any time enter into like restrictions as those contained in this clause 24 (mutatis mutandis) with any other Group Company. 24.6 Nothing in this clause 24 shall prohibit you from holding the investments and interests set out in clause 3.2 above. 24.7 Following the date upon which your employment terminates, you will not: (a) represent yourself as being in any way connected with the business of the Company or any Group Company (except to the extent agreed by such Company); or (b) carry on, cause or permit to be carried on any business under or using any name, trade ▇▇▇▇, service ▇▇▇▇, style, logo, get-up or image which is or has been used by the Company or any Group Company, or which in the reasonable opinion of the Company, is calculated to cause confusion with such a name, trade ▇▇▇▇, service ▇▇▇▇, style, logo, get-up or image or infer a connection with the Company or any Group Company.
Appears in 2 contracts
Sources: Service Agreement (BioVex Group, Inc.), Service Agreement (BioVex Group, Inc.)
Restrictions after Termination of Employment. 24.1 Clause 21 of the Employment Agreement shall be amended and replaced with the following:
21.1 You agree and covenant to the Company that you will not, without the prior written permission of the Board, during the period of 12 months immediately following the Termination Date (less any period you are required to cease undertaking any duties for the Company pursuant to clause 20 of this agreementGarden Leave), and whether on your own behalf or on behalf of any individual, company, firm, business or other organisation, directly or indirectly:
(a) in connection with the carrying on of any business which competes in the Restricted Area with the Business, solicit or entice away from the Company or any Group Company the business or custom of any customer or Prospective Customer (as defined below) with which customer or Prospective Customer you had business dealings on behalf of the Company or any Group Company during the Relevant Period or about which customer or Prospective Customer you are privy to confidential information at the Termination Date;
(b) in connection with the carrying on of any business which competes in the Restricted Area with the Business, accept have any business dealings with, including by accepting any business, orders or custom from from, any customer or Prospective Customer of the Company or any Group Company with which customer or Prospective Customer you had business dealings on behalf of the Company or any Group Company during the Relevant Period or about which customer or Prospective Customer you are privy to confidential information at the Termination Date;
(c) in connection with the carrying on of any business which competes in the Restricted Area with the Business, endeavour to entice away from the Company or any Group Company any supplies of goods or services being provided to the Company or any Group Company by any person, firm, company or organisation whom or which supplied goods or services to the Company or any Group Company during the Relevant Period with whom you had business dealings on behalf of the Company or any Group Company in the course of the Relevant Period or about whom you are privy to confidential information at the Termination Date;
(d) in any way seek to affect the terms of business on which the Company or any Group Company deals with any person, firm, company or organisation whom or which was a customer, agent, distributor or contractor of or whom or which supplied goods or services to the Company or any Group Company during the Relevant Period or act or omit to act in any manner which will or is likely to result in any such person, firm, company or organisation terminating or reducing the amount of business dealings with or the custom, services or supplies it provides to or for the Company or any Group Company;
(e) solicit solicit, engage, or seek to entice away from the Company or any Group Company Company, or facilitate any such activities by another, any person employed or engaged by the Company or any Group Company as a director, officer, president or a vice president or any other person employed or engaged in a managerial, technical, engineering, sales, marketing, research and/or development capacity at the Termination Date with whom you had dealings during the Relevant Period. This restriction shall apply regardless of whether the solicitation involves a breach of contract on the part of the consultant, director or employee concerned; or
(f) employ or engage or offer to employ or engage any person employed or engaged by the Company or any Group Company as a director, officer, president or a vice president or any other person employed or engaged in a managerial, technical, engineering, sales, marketing, research or product development capacity at the Termination Date with whom you had dealings during the Relevant Period. This restriction shall apply regardless of whether the employment involves a breach of contract on the part of the consultant, director or employee concerned.
24.2 21.2 You agree and covenant to the Company that you will not, without the prior written permission of the Board, for a period of 12 months immediately following the Termination Date (less any period you are required to cease undertaking your duties for the Company pursuant to clause 20of Garden Leave):
(a) be engaged, appointed or employed within the Restricted Area by;
(b) undertake any duties in relation to the Restricted Area (wherever you are based) for; or
(c) be otherwise interested, concerned or involved in, (as the context permits) any person, firm, company, corporation, business or organisation which competes in the Restricted Area with the Business.
24.3 Each of the sub-clauses contained in clause 24 constitutes an entirely separate and independent covenant. If any restriction is held to be invalid or unenforceable by a court of competent jurisdiction, it is intended and understood by the parties that such invalidity or unenforceability will not affect the remaining restrictions or the validity of the rest of the agreement and that if any such restriction would be valid if some part thereof were deletedPROVIDED THAT, such restrictions in this Section 21.2 shall not apply with such modification as may be necessary to make them effectiveif the Executive is dismissed without Cause; and/or gives notice of resignation for Good Reason.
24.4 21.3 You agree that if you receive an offer of employment, consultancy, directorship or other office or partnership during the continuance in force of any of the above, you will prior and covenant to acceptance of an offer, provide the party making the offer with copies of this clause and details of your notice period, the restrictions on your use and disclosure of confidential information and the clauses dealing with copyright and inventions.
24.5 You acknowledge that the Company is entering into this agreement not only for itself but also as the trustee of each Group Company and with the intention that the Company and/or any Group Company will be entitled to seek the protection of and enforce each of its restrictions directly against you. If requested to do so by the Company, you will at any time enter into like restrictions as those contained in this clause 24 (mutatis mutandis) with any other Group Company.
24.6 Nothing in this clause 24 shall prohibit you from holding the investments and interests set out in clause 3.2 above.
24.7 Following the date upon which your employment terminates, you will not:, without the prior written permission of the Board, for a period of 12 months immediately following the Termination Date (less any period of Garden Leave):
(a) represent yourself as being be engaged, appointed or employed within the Restricted Area by;
b) undertake any duties in any way connected with the business of the Company or any Group Company (except relation to the extent agreed by such Company); orRestricted Area (wherever you are based) for;
c) be otherwise interested, concerned or involved in, (bas the context permits) carry onany person, cause firm, company, corporation, business or permit to be carried on any business under or using any name, trade ▇▇▇▇, service ▇▇▇▇, style, logo, get-up or image organisation which is or has been used by the Company or any Group Companya customer, or which in the reasonable opinion of the Company, is calculated to cause confusion with such a name, trade ▇▇▇▇, service ▇▇▇▇, style, logo, get-up or image or infer a connection with the Company or any Group Company.
Appears in 2 contracts
Sources: Employment Agreement (Rockley Photonics Holdings LTD), Employment Agreement (Rockley Photonics Holdings LTD)
Restrictions after Termination of Employment. 24.1 25.1 You agree and covenant to the Company that you will not, without the prior written permission of the Board, during the period of 12 months immediately following the Termination Date (less any period you are required to cease undertaking any duties for the Company pursuant to clause 20 of this agreement), and whether on your own behalf or on behalf of any individual, company, firm, business or other organisation, directly or indirectly:
(a) in connection with the carrying on of any business which competes in the Restricted Area with the Business, solicit or entice away from the Company or any Group Company the business or custom of any customer or Prospective Customer (as defined below) with which customer or Prospective Customer you had business dealings on behalf of the Company or any Group Company during the Relevant Period or about which customer or Prospective Customer you are privy to confidential information at the Termination Date;
(b) in connection with the carrying on of any business which competes in the Restricted Area with the Business, accept any business, orders or custom from any customer or Prospective Customer of the Company or any Group Company with which customer or Prospective Customer you had business dealings on behalf of the Company or any Group Company during the Relevant Period or about which customer or Prospective Customer you are privy to confidential information at the Termination Date;
(c) in connection with the carrying on of any business which competes in the Restricted Area with the Business, endeavour to entice away from the Company or any Group Company any supplies of goods or services being provided to the Company or any Group Company by any person, firm, company or organisation whom or which supplied goods or services to the Company or any Group Company during the Relevant Period with whom you had business dealings on behalf of the Company or any Group Company in the course of the Relevant Period or about whom you are privy to confidential information at the Termination Date;
(d) in any way seek to affect the terms of business on which the Company or any Group Company deals with any person, firm, company or organisation whom or which was a customer, agent, distributor or contractor of or whom or which supplied goods or services to the Company or any Group Company during the Relevant Period or act or omit to act in any manner which will or is likely to result in any such person, firm, company or organisation terminating or reducing the amount of business dealings with or the custom, services or supplies it provides to or for the Company or any Group Company;
(e) solicit or seek to entice away from the Company or any Group Company any person employed or engaged by the Company or any Group Company as a director, officer, president or a vice president or any other person employed or engaged in a managerial, technical, engineering, sales, marketing, research and/or development capacity at the Termination Date with whom you had dealings during the Relevant Period. This restriction shall apply regardless of whether the solicitation involves a breach of contract on the part of the consultant, director or employee concerned; or
(f) employ or engage or offer to employ or engage any person employed or engaged by the Company or any Group Company as a director, officer, president or a vice president or any other person employed or engaged in a managerial, technical, engineering, sales, marketing, research or product development capacity at the Termination Date with whom you had dealings during the Relevant Period. This restriction shall apply regardless of whether the employment involves a breach of contract on the part of the consultant, director or employee concerned.
24.2 25.2 You agree and covenant to the Company that you will not, without the prior written permission of the Board, for a period of 12 months immediately following the Termination Date (less any period you are required to cease undertaking your duties for the Company pursuant to clause 20):
(a) be engaged, appointed or employed within the Restricted Area by;
(b) undertake any duties in relation to the Restricted Area (wherever you are based) for; or
(c) be otherwise interested, concerned or involved in, (as the context permits) any person, firm, company, corporation, business or organisation which competes in the Restricted Area with the Business.
24.3 25.3 Each of the sub-clauses contained in clause 24 25 constitutes an entirely separate and independent covenant. If any restriction is held to be invalid or unenforceable by a court of competent jurisdiction, it is intended and understood by the parties that such invalidity or unenforceability will not affect the remaining restrictions or the validity of the rest of the agreement and that if any such restriction would be valid if some part thereof were deleted, such restrictions shall apply with such modification as may be necessary to make them effective.
24.4 25.4 You agree that if you receive an offer of employment, consultancy, directorship or other office or partnership during the continuance in force of any of the above, you will prior to acceptance of an offer, provide the party making the offer with copies of this clause and details of your notice period, the restrictions on your use and disclosure of confidential information and the clauses dealing with copyright and inventions.
24.5 25.5 You acknowledge that the Company is entering into this agreement not only for itself but also as the trustee of each Group Company and with the intention that the Company and/or any Group Company will be entitled to seek the protection of and enforce each of its restrictions directly against you. If requested to do so by the Company, you will at any time enter into like restrictions as those contained in this clause 24 25 (mutatis mutandis) with any other Group Company.
24.6 25.6 Nothing in this clause 24 25 shall prohibit you from holding the investments and interests set out in clause 3.2 above.
24.7 25.7 Following the date upon which your employment terminates, you will not:
(a) represent yourself as being in any way connected with the business of the Company or any Group Company (except to the extent agreed by such Company); or
(b) carry on, cause or permit to be carried on any business under or using any name, trade ▇▇▇▇, service ▇▇▇▇, style, logo, get-up or image which is or has been used by the Company or any Group Company, or which in the reasonable opinion of the Company, is calculated to cause confusion with such a name, trade ▇▇▇▇, service ▇▇▇▇, style, logo, get-up or image or infer a connection with the Company or any Group Company.
Appears in 1 contract
Restrictions after Termination of Employment. 24.1 23.1. You agree and covenant to the Company that you will not, without the prior written permission of the Board, during the your employment or for a period of 12 6 months immediately following the Termination Date termination of your employment (less any period you are required to cease undertaking any duties for the Company spend on garden leave pursuant to clause 20 of this agreement21), and whether on your own behalf or on behalf of any individual, company, firm, business or other organisation, directly or indirectly:
(a) in connection with the carrying on of any business which competes with any business of the Company or any Group Company with which business you were involved in the Restricted Area with period of 12 months prior to the Businesstermination of your employment, solicit or entice away from the Company or any Group Company the business or custom of any customer or Prospective Customer (as defined below) with which customer or Prospective Customer whom you had business dealings on behalf of the Company or any Group Company during in the Relevant Period course of the period of 12 months prior to the termination of your employment or about which customer or Prospective Customer you are privy to confidential information at the Termination Date;date your employment terminates; or
(b) in connection with the carrying on of any business which competes with any business of the Company or any Group Company with which business you were involved in the Restricted Area period of 12 months prior to the termination of your employment, have business dealings or contract with the Business, accept any business, orders or custom from any customer or Prospective Customer of the Company or any Group Company with which customer or Prospective Customer you had business dealings on behalf of the Company or any Group Company during in the Relevant Period course of the period of 12 months prior to the termination of your employment or about which customer or Prospective Customer you are privy to confidential information at the Termination Date;date your employment terminates; or.
(c) in connection with the carrying on of any business which competes in the Restricted Area with the Business, endeavour to entice away from the Company or any Group Company any supplies of goods or services being provided to the Company or any Group Company by any person, firm, company or organisation whom or which supplied goods or services to the Company or any Group Company during the Relevant Period with whom you had business dealings on behalf of the Company or any Group Company in the course of the Relevant Period or about whom you are privy to confidential information at the Termination Date;
(d) in any way seek to affect the terms of business on which the Company or any Group Company deals with any person, firm, company or organisation whom or which was a customer, agent, distributor or contractor of or whom or which supplied goods or services to the Company or any Group Company during the Relevant Period or act or omit to act in any manner which will or is likely to result in any such person, firm, company or organisation terminating or reducing the amount of business dealings with or the custom, services or supplies it provides to or for the Company or any Group Company;
(e) solicit or seek to entice away from the Company or any Group Company any person employed or engaged by the Company or any Group Company as or carrying out the functions of a director, officervice president, president or a vice president manager or any other person employed or engaged acting in a managerial, technical, engineering, sales, marketing, research and/or and development or technical capacity at the Termination Date date your employment terminates with whom you had dealings during material contact in the Relevant Period. This period of 12 months prior to the termination of your employment with the Company provided that this restriction shall apply regardless of whether the solicitation involves a breach of contract on the part of the consultant, director or employee concerned; or
(fd) employ or engage or offer to employ or engage any person employed or engaged by the Company or any Group Company as or carrying out the functions of a director, officervice president, president or a vice president manager or any other person employed or engaged acting in a managerial, technical, engineering, sales, marketing, research and development or product development technical capacity at the Termination Date date your employment terminates with whom you had dealings during in the Relevant Period. This last 12 months of your employment with the Company provided that this restriction shall apply regardless of whether the employment involves a breach of contract on the part of the consultant, director or employee concerned.; or
24.2 You agree and covenant (e) endeavour to entice away from the Company or in any way seek to affect the terms of business on which the Company deals with any person, firm, company or organisation whom or which supplied goods or services to the Company during the period of 12 months prior to the termination of your employment.
23.2. You agree that you will not, without the prior written permission of the Board, for a period of 12 6 months immediately following the Termination Date termination of your employment with the Company (less any period you are required to cease undertaking your duties for the Company spend on garden leave pursuant to clause 20):
(a) 21), be engaged, appointed engaged or employed within in the Restricted Area by;
(b) undertake by or otherwise involved or interested in any duties in relation to the Restricted Area (wherever you are based) for; or
(c) be otherwise interested, concerned or involved in, (as the context permits) any personcompany, firm, company, corporation, organisation or business or organisation which competes in the Restricted Area with any business of the BusinessCompany or any Group Company with which business you are involved in the last 12 months of your employment under this Agreement. In the event that you serve on the Company a written request for permission to be employed or engaged by any company, firm, organisation or business and the Company refuses to provide its permission, then the Company will pay you at a rate equivalent to one twelfth of your basic annual salary under this Agreement as at the date your employment with the Company terminates for each period of one month following the date on which your employment with the Company terminates during which period you are restricted from commencing such employment or engagement by reason of this clause 23.2 subject to:
(a) you providing the Company, in any such request made by you, with: the name and address of the company, firm, organisation or business which has offered to employ or engage you; details of the job title and duties associated with the position offered to you by such company, firm, organisation or business; and a copy of any written offer of employment or engagement made to you by such company, firm, organisation or business.
24.3 (b) you complying in full with the terms of clause 23; and
(c) the deduction from any sum prima facie due to you under this clause 23.2 of any remuneration, salary, fees or other income earned by you arising from or in relation to any employment or engagement undertaken by you during such period (but not including any income arising from any employment or engagement which you had commenced at least six months prior to the date on which your employment terminates provided that you had permission from your Manager to undertake such employment or engagement pursuant to clause 2.1 of this Agreement). The payment due to you will be paid in monthly instalments in arrears within 14 days of you confirming to the Board in writing the amount of remuneration, salary, fees or other income earned by you arising from or in relation to any employment or engagement undertaken by you during the period of one month to which the instalment relates.
23.3. Each of the sub-clauses contained in clause 24 23 constitutes an entirely separate and independent covenant. If any restriction is held to be invalid or unenforceable by a court of competent jurisdiction, it is intended and understood by the parties that such invalidity or unenforceability will not affect the remaining restrictions or the validity of the rest of the agreement Agreement and that if any such restriction would be valid if some part thereof were deleted, such restrictions shall apply with such modification as may be necessary to make them effective.
24.4 23.4. You agree that if you receive an offer of employment, consultancy, directorship or other office or partnership during the continuance in force of any of the above, you will prior to acceptance of an offer, provide the party making the offer with copies of this clause and details of your notice period, the restrictions on your use and disclosure of confidential information and the clauses dealing with copyright and inventions. Further, within 48 hours of receiving the aforementioned offer you will notify the Company of the identity of the party making the offer and the terms of the offer.
24.5 23.5. You acknowledge that that:
(a) each of the restrictions in clause 23 goes no further than is necessary to protect the legitimate business interests of the Company and any Group Company; and
(b) the Company is entering into this agreement Agreement not only for itself but also as the trustee of for each Group Company and with the intention that the Company and/or any Group Company will be entitled to seek the protection of and enforce each of its restrictions directly against you. If requested to do so by the CompanyCompany however, you will at any time enter into like restrictions as those contained in this clause 24 23 (mutatis mutandis) with any other Group Company.
24.6 23.6. Nothing in this clause 24 23 shall prohibit you from holding the investments and interests set out in clause 3.2 2.1 above.
24.7 23.7. Following the date upon which your employment terminates, you will not:
(a) represent yourself as being in any way connected with the business of the Company or any Group Company (except to the extent agreed by such Company); or):
(b) represent, promote or advertise or refer to your previous connection with the Company or any Group Company in such a way as to utilise any of their goodwill
(c) carry on, cause or permit to be carried on any business under or using any name, trade ▇▇▇▇, service ▇▇▇▇, style, logo, get-up or image which is or has been used by the Company or any Group Company, or which in the reasonable opinion of the CompanyBoard, is calculated to cause confusion with such a name, trade ▇▇▇▇, service ▇▇▇▇, style, logo, get-up or image or infer a connection with the Company or any Group Company.
Appears in 1 contract
Restrictions after Termination of Employment. 24.1 You agree 31.1 In this Clause the expression “Termination Date” means the date on which this Agreement shall determine irrespective of the cause or manner (the event of the Executive’s death only excluded).
31.2 Considering that the Executive has obtained and covenant is likely to obtain in the course of his employment knowledge of trade secrets, know-how, business information or other confidential information relating to the Company or any Associated Company and also to their customers, the Executive agrees that you he will be bound by the following restrictions in order to safeguard such trade secrets, know-how, business information or other confidential information and the goodwill of the Company or any such Associated Company, in addition to the restrictions contained in Clauses 19, 20 and 21.
31.2.1 he will not, without the prior written permission either in contemplation of the Board, termination of his employment or during the period of 12 months immediately following from the Termination Date (less any period you are required to cease undertaking any duties for the Company pursuant to clause 20 of this agreement)Date, and whether on your own behalf canvas or on behalf of any individual, company, firm, business or other organisation, directly or indirectly:
(a) in connection with the carrying on of any business which competes in the Restricted Area with the Business, solicit or entice endeavour to canvass or solicit away from the Company or any Group Associated Company in the United Kingdom, the custom or business or custom of any person, firm or company carrying on business in the United Kingdom who is or was at any time during the twelve months prior to the Termination Date a client or customer of the Company or Prospective Customer (as defined below) of any Associated Company with which customer or Prospective Customer you whom he had business dealings during the course of his employment in that twelve month period or in relation to whose requirements he had knowledge of a material kind;
31.2.2 he will not, during the period of 6 months from the Termination Date, carry on, set up, engage in or be directly or indirectly interested or concerned in any business or activity anywhere in the United Kingdom carried on behalf or about to be carried on by any person, firm or company in competition with any business or activity in which the Executive was actively involved during the course of twelve months immediately prior to the Termination Date. This is providing that nothing contained in this sub-Clause 31.2.2 shall prohibit the carrying on of, or being engaged, concerned or interested in, any business not in direct or indirect competition with the business of the Company or any Group Company Associated Company;
31.2.3 he will not either in contemplation of the termination of his employment or during the Relevant Period period of 6 months from the Termination Date entice, solicit or about which customer endeavour to entice or Prospective Customer you are privy to solicit away any person who is employed or engaged by the Company or any Associated Company either as a director or in a managerial or executive capacity or who is in possession of confidential information at belonging to the Company and/or any Associated Company and with whom the Executive had business dealings during the course of his employment in the twelve month period prior to the Termination Date;
(b) 31.2.4 he will not either in connection with the carrying on of any business which competes in the Restricted Area with the Business, accept any business, orders or custom from any customer or Prospective Customer contemplation of the Company termination of his employment hereunder or any Group Company with which customer or Prospective Customer you had business dealings on behalf of the Company or any Group Company during the Relevant Period or about which customer or Prospective Customer you are privy to confidential information at period of six months from the Termination Date;
(c) in connection , interfere or seek to interfere with the carrying on of any business which competes in the Restricted Area with the Business, endeavour to entice away from the Company or any Group Company any supplies of goods or services being provided supply to the Company or any Group Associated Company of any goods or services by any personsupplier who, firmduring the twelve months preceding the Termination Date, company or organisation whom or which supplied goods or services to the Company or any Group Company during the Relevant Period with whom you had business dealings on behalf such Associated Company, being a supplier of the Company or any Group Company in the course of the Relevant Period or about whom you are privy to confidential information at the Termination Date;
(d) in any way seek to affect the terms of business on which the Company or any Group Company deals with any person, firm, company or organisation whom or which was a customer, agent, distributor or contractor of or whom or which supplied goods or services with whom during the twelve month period immediately prior to the Company Termination Date he had dealings of a material kind in his capacity as an employee or any Group Company during director of the Relevant Period or act or omit to act in any manner which Company, nor will or is likely to result in any such person, firm, company or organisation terminating or reducing the amount of business dealings with or the custom, services or supplies it provides to or for the Company or any Group Company;
(e) solicit he interfere or seek to entice away from interfere with the Company continuance of such supply or the terms on which such supply has during such period. as stated above been made.
31.3 The restrictions set out in Clauses 31.2.1, 31.2.2, 31.2.3 and 31.2.4 above shall (without prejudice to their generality) apply to any action taken by the Executive, whether as agent, representative, principal, employee or consultant or as a director or other officer of any company or by any associated company controlled by him or any Group Company any person employed or engaged by the Company or any Group Company as a director, officer, president or a vice president or any other person employed or engaged in a managerial, technical, engineering, sales, marketing, research and/or development capacity at the Termination Date with whom you had dealings during the Relevant Period. This restriction shall apply regardless associate of whether the solicitation involves a breach of contract on the part of the consultant, director or employee concerned; or
(f) employ or engage or offer to employ or engage any person employed or engaged by the Company or any Group Company as a director, officer, president or a vice president or any other person employed or engaged in a managerial, technical, engineering, sales, marketing, research or product development capacity at the Termination Date with whom you had dealings during the Relevant Period. This restriction shall apply regardless of whether the employment involves a breach of contract on the part of the consultant, director or employee concernedhis.
24.2 You agree and covenant to the Company that you will not31.4 The Executive will, without the prior written permission of the Board, for a period of 12 months immediately following the Termination Date (less any period you are required to cease undertaking your duties for the Company pursuant to clause 20):
(a) be engaged, appointed or employed within the Restricted Area by;
(b) undertake any duties in relation to the Restricted Area (wherever you are based) for; or
(c) be otherwise interested, concerned or involved in, (as the context permits) any person, firm, company, corporation, business or organisation which competes in the Restricted Area with the Business.
24.3 Each event of the sub-clauses contained in clause 24 constitutes an entirely separate and independent covenant. If any restriction is held to be invalid or unenforceable by a court of competent jurisdiction, it is intended and understood by the parties that such invalidity or unenforceability will not affect the remaining restrictions or the validity of the rest of the agreement and that if any such restriction would be valid if some part thereof were deleted, such restrictions shall apply with such modification as may be necessary to make them effective.
24.4 You agree that if you receive receiving an offer of employment, consultancy, directorship employment either during the continuance of this Agreement or other office or partnership during the continuance in force of any of the aboverestrictions set out in this Clause 31, you will prior immediately provide to acceptance of an offer, provide the party making the offer with copies offeror a copy of this clause Clause 31 and details will inform the Company of your notice period, the identity of the offeror and the terms of the offer.
31.5 While the restrictions on your use and disclosure Clause 31 of confidential information this Agreement are considered by the Executive to be reasonable and necessary in all the clauses dealing with copyright and inventions.
24.5 You acknowledge that the Company is entering into this agreement not only circumstances for itself but also as the trustee of each Group Company and with the intention that the Company and/or any Group Company will be entitled to seek the protection of and enforce each of its restrictions directly against you. If requested to do so the Group’s legitimate interests, it is recognised by the Company, you will at any time enter into like parties that restrictions as those contained in this clause 24 (mutatis mutandis) with any other Group Company.
24.6 Nothing in this clause 24 shall prohibit you from holding the investments and interests set out in clause 3.2 above.
24.7 Following the date upon which your employment terminates, you will not:
(a) represent yourself as being in any way connected with the business of the Company or nature in question may fail for technical reasons unforeseen. Accordingly it is agreed that if any Group Company (except to the extent agreed by of such Company); or
(b) carry on, cause or permit restrictions shall be adjudged to be carried on any business under or using any name, trade ▇▇▇▇, service ▇▇▇▇, style, logo, get-up or image which void as going beyond what is or has been used by reasonable in all the Company or any Group Company, or which in circumstances for the reasonable opinion protection of the Company, is calculated to cause confusion interests of the Group but would be valid if part of the wording were deleted and/or the periods (if any) reduced and/or area dealt with reduced in scope the restrictions shall apply with such a name, trade ▇▇▇▇, service ▇▇▇▇, style, logo, get-up or image or infer a connection with the Company or any Group Companymodifications as may be necessary to make them valid and effective.
Appears in 1 contract
Sources: Service Agreement (Royal Bank of Scotland Group PLC)
Restrictions after Termination of Employment. 24.1 21.1 You agree and covenant to the Company that you will not, without the prior written permission of the Board, during the period of 12 months 1 month immediately following the Termination Date (less any period you are required to cease undertaking any duties for the Company pursuant to clause 20 of this agreementGarden Leave), and whether on your own behalf or on behalf of any individual, company, firm, business or other organisation, directly or indirectly:
(a) in connection with the carrying on of any business which competes in the Restricted Area with the Business, solicit or entice away from the Company or any Group Company the business or custom of any customer or Prospective Customer (as defined below) with which customer or Prospective Customer you had business dealings on behalf of the Company or any Group Company during the Relevant Period or about which customer or Prospective Customer you are privy to confidential information at the Termination Date;
(b) in connection with the carrying on of any business which competes in the Restricted Area with the Business, accept any business, orders or custom from any customer or Prospective Customer of the Company or any Group Company with which customer or Prospective Customer you had business dealings on behalf of the Company or any Group Company during the Relevant Period or about which customer or Prospective Customer you are privy to confidential information at the Termination Date;
(c) in connection with the carrying on of any business which competes in the Restricted Area with the Business, endeavour to entice away from the Company or any Group Company any supplies of goods or services being provided to the Company or any Group Company by any person, firm, company or organisation whom or which supplied goods or services to the Company or any Group Company during the Relevant Period with whom you had business dealings on behalf of the Company or any Group Company in the course of the Relevant Period or about whom you are privy to confidential information at the Termination Date;
(d) in any way seek to affect the terms of business on which the Company or any Group Company deals with any person, firm, company or organisation whom or which was a customer, agent, distributor or contractor of or whom or which supplied goods or services to the Company or any Group Company during the Relevant Period or act or omit to act in any manner which will or is likely to result in any such person, firm, company or organisation terminating or reducing the amount of business dealings with or the custom, services or supplies it provides to or for the Company or any Group Company;
(e) solicit or seek to entice away from the Company or any Group Company any person employed or engaged by the Company or any Group Company as a director, officer, president or a vice president or any other person employed or engaged in a managerial, technical, engineering, sales, marketing, research and/or development capacity at the Termination Date with whom you had dealings during the Relevant Period. This restriction shall apply regardless of whether the solicitation involves a breach of contract on the part of the consultant, director or employee concerned; or
(f) employ or engage or offer to employ or engage any person employed or engaged by the Company or any Group Company as a director, officer, president or a vice president or any other person employed or engaged in a managerial, technical, engineering, sales, marketing, research or product development capacity at the Termination Date with whom you had dealings during the Relevant Period. This restriction shall apply regardless of whether the employment involves a breach of contract on the part of the consultant, director or employee concerned.
24.2 21.2 You agree and covenant to the Company that you will not, without the prior written permission of the Board, for a period of 12 months 1 month immediately following the Termination Date (less any period you are required to cease undertaking your duties for the Company pursuant to clause 20of Garden Leave):
(a) be engaged, appointed or employed within the Restricted Area by;
(b) undertake any duties in relation to the Restricted Area (wherever you are based) for; or
(c) be otherwise interested, concerned or involved in, (as the context permits) any person, firm, company, corporation, business or organisation which competes in the Restricted Area with the Business.
24.3 21.3 You agree and covenant to the Company that you will not, without the prior written permission of the Board, for a period of 1 month immediately following the Termination Date (less any period of Garden Leave):
(a) be engaged, appointed or employed within the Restricted Area by;
(b) undertake any duties in relation to the Restricted Area (wherever you are based) for; or
(c) be otherwise interested, concerned or involved in, (as the context permits) any person, firm, company, corporation, business or organisation which is a customer of the Company or any Group Company where either: (i) this would or is likely to result in the customer reducing the amount of business dealings with, or the orders or custom it provides to, the Company or any Group Company or terminating its business dealings with the Company or any Group Company altogether; or (ii) you are privy to information that is confidential (as at the Termination Date) about the business dealings of the Company or any Group Company with the relevant customer and which would, if disclosed to the relevant customer, prejudice the legitimate business interests of the Company or any Group Company with regard to its business dealings or relationship with the relevant customer.
21.4 Each of the sub-clauses contained in clause 24 21 constitutes an entirely separate and independent covenant. If any restriction is held to be invalid or unenforceable by a court of competent jurisdiction, it is intended and understood by the parties that such invalidity or unenforceability will not affect the remaining restrictions or the validity of the rest of the agreement and that if any such restriction would be valid if some part thereof were deleted, such restrictions shall apply with such modification as may be necessary to make them effective.
24.4 21.5 You agree that if you receive an offer of employment, consultancy, directorship or other office or partnership during the continuance in force of any of the above, you will prior to acceptance of an offer, provide the party making the offer with copies of this clause and details of your notice period, the restrictions on your use and disclosure of confidential information and the clauses dealing with copyright and inventions.
24.5 21.6 You acknowledge that the Company is entering into this agreement not only for itself but also as the trustee of each Group Company and with the intention that the Company and/or any Group Company will be entitled to seek the protection of and enforce each of its restrictions directly against you. If requested to do so by the Company, you will at any time enter into like restrictions as those contained in this clause 24 21 (mutatis mutandis) with any other Group Company.
24.6 21.7 Nothing in this clause 24 21 shall prohibit you from holding the investments and interests set out in clause 3.2 3 above.
24.7 21.8 Following the date upon which your employment terminates, you will not:
(a) represent yourself as being in any way connected with the business of the Company or any Group Company (except to the extent agreed by such Company); or
(b) carry on, cause or permit to be carried on any business under or using any name, trade ▇▇▇▇, service ▇▇▇▇, style, logo, get-up or image which is or has been used by the Company or any Group Company, or which in the reasonable opinion of the Company, is calculated to cause confusion with such a name, trade ▇▇▇▇, service ▇▇▇▇, style, logo, get-up or image or infer a connection with the Company or any Group Company.
Appears in 1 contract
Sources: Employment Agreement (Rockley Photonics Holdings LTD)
Restrictions after Termination of Employment. 24.1 23.1 You agree and covenant to the Company that you will not, without the prior written permission of the Board, during the or for a period of 12 months immediately following the Termination Date termination of your employment (less any period you are required to cease undertaking any duties for the Company spend on garden leave pursuant to clause 20 of this agreement19), and whether on your own behalf or on behalf of any individual, company, firm, business or other organisation, directly or indirectly:
(a) in connection with the carrying on of any business which competes in the Restricted Area Territory with any business of the BusinessCompany or any Group Company with which you were involved in the 12 months prior to the termination of your employment, solicit or entice away from the Company or any Group Company the business or custom of any customer or Prospective Customer (as defined below) with which customer or Prospective Customer whom you had business dealings on behalf of the Company or any Group Company during in the Relevant Period course of the 12 months prior to the termination of your employment, or about which customer customer, or Prospective Customer you are are, (or someone reporting directly to you is), privy to confidential information gained as a result of employment by the Company or relevant Group Company at the Termination Date;date your employment terminates; or
(b) in connection with the carrying on of any business which competes in the Restricted Area Territory with any business of the BusinessCompany or any Group Company with which you were involved in the 12 months prior to the termination of your employment, accept have business dealings (involving the provision of products or services of a type provided by the Company or any businesssuch Group Company at the date your employment terminates), orders or custom from with any customer or Prospective Customer of the Company or any Group Company with which customer or Prospective Customer you had business dealings on behalf of the Company or any Group Company during in the Relevant Period course of the 12 months prior to the termination of your employment, or about which customer or Prospective Customer you are are, (or someone reporting directly to you is), privy to confidential information gained as a result of employment by the Company or relevant Group Company at the Termination Date;date your employment terminates; or
(c) in connection with the carrying on of any business which competes in the Restricted Area with the Business, endeavour to entice away from the Company or any Group Company any supplies of goods or services being provided to the Company or any Group Company by any person, firm, company or organisation whom or which supplied goods or services to the Company or any Group Company during the Relevant Period with whom you had business dealings on behalf of the Company or any Group Company in the course of the Relevant Period or about whom you are privy to confidential information at the Termination Date;
(d) in any way seek to affect the terms of business on which the Company or any Group Company deals with any person, firm, company or organisation whom or which was a customer, agent, distributor or contractor of or whom or which supplied goods or services to the Company or any Group Company during the Relevant Period or act or omit to act in any manner which will or is likely to result in any such person, firm, company or organisation terminating or reducing the amount of business dealings with or the custom, services or supplies it provides to or for the Company or any Group Company;
(e) solicit or seek to entice away from the Company or any Group Company any person employed or engaged by the Company or any Group Company as at the date your employment terminates, as, or carrying out the functions of, a director, officerconsultant, president vice president, senior vice-president, engineers, customer-facing member of the sales team or a vice president employee involved in product development, or any other person employed or engaged in a managerial, technical, engineering, sales, marketing, research and/or development capacity senior employee at the Termination Date date your employment terminates and with whom you had dealings during in the Relevant Periodlast 12 months of your employment with the Company. This restriction shall apply regardless of whether the solicitation involves a breach of contract on the part of the consultant, or director or employee concerned; orand
(fd) employ or engage or offer to employ or engage any person employed or engaged by the Company or any Group Company as at the date your employment terminates, as, or carrying out the functions of, a director, officerconsultant, president vice president, senior vice-president, engineers, customer-facing member of the sales team or a vice president employee involved in product development, or any other person employed or engaged in a managerial, technical, engineering, sales, marketing, research or product development capacity senior employee at the Termination Date date your employment terminates (or who would have been so employed had he or she not left the Company or any Group Company due to solicitation on your part in the 4 months prior thereto) and with whom you had dealings during in the Relevant Periodlast 12 months of your employment with the Company. This restriction shall apply regardless of whether the employment involves a breach of contract on the part of the consultant, director or employee concerned.
24.2 23.2 You agree and covenant to the Company that you will not, without the prior written permission of the Board, during your employment with the Company, or for a period of 12 6 months immediately following the Termination Date termination of your employment (less any period you are required to cease undertaking your duties for the Company spend on garden leave pursuant to clause 20):
(a) 19), be engaged, appointed engaged or employed within the Restricted Area by;
(b) undertake , or otherwise involved in any duties in relation to the Restricted Area (wherever you are based) for; or
(c) be otherwise interested, concerned company firm or involved in, (as the context permits) any person, firm, company, corporation, business or organisation which competes in the Restricted Area Territory with any business of the BusinessCompany or any Group Company with which you are involved in the last 12 months of your employment under this Agreement.
24.3 23.3 Each of the sub-clauses contained in clause 24 23 constitutes an entirely separate and independent covenant. If any restriction is held to be invalid or unenforceable by a court of competent jurisdiction, it is intended and understood by the parties that such invalidity or unenforceability will not affect the remaining restrictions or the validity of the rest of the agreement Agreement and that if any such restriction would be valid if some part thereof (including some part of any term defined in clause 31 or elsewhere in this Agreement) were deleted, such restrictions shall apply with such modification as may be necessary to make them effective.
24.4 23.4 You agree that if you receive an offer of employment, consultancy, directorship or other office or partnership during the continuance in force of any of the above, you will prior to acceptance of an offer, provide the party making the offer with copies of this clause and details of your notice period, the restrictions on your use and disclosure of confidential information and the clauses dealing with copyright intellectual property, inventions and inventionsmoral rights.
24.5 23.5 You acknowledge that that:
(a) each of the restrictions in clause 23 goes no further than is necessary to protect the legitimate business interests of the Company and any Group Company; and
(b) the Company is entering into this agreement Agreement not only for itself but also as the trustee of for each Group Company and with the intention that the Company and/or any Group Company will be entitled to seek the protection of and enforce each of its restrictions directly against you. If requested to do so by the CompanyCompany however, you will at any time enter into like restrictions as those contained in this clause 24 (mutatis mutandis) 23 with any other Group Company.
24.6 23.6 Nothing in this clause 24 23 shall prohibit you from holding the investments and interests set out in clause 3.2 3 above.
24.7 23.7 Following the date upon which your employment terminates, you will not:
(a) represent yourself as being in any way connected with the business of the Company or any Group Company (except to the extent agreed by such Company); or;
(b) represent, promote or advertise or refer to your previous connection with the Company or any Group Company in such a way as to utilise any of their goodwill;
(c) carry on, cause or permit to be carried on any business under or using any name, trade ▇▇▇▇, service ▇▇▇▇, style, logo, get-up or image which is or has been used by the Company or any Group Company, or which in the reasonable opinion of the CompanyBoard, is calculated to cause confusion with such a name, trade ▇▇▇▇, service ▇▇▇▇, style, logo, get-up or image or infer a connection with the Company or any Group Company.
Appears in 1 contract
Restrictions after Termination of Employment. 24.1 24.1. You agree and covenant to the Company that you will not, without the prior written permission of the Board, during the your employment or for a period of 12 6 months immediately following the Termination Date termination of your employment (less any period you are required to cease undertaking any duties for the Company spend on garden leave pursuant to clause 20 of this agreement22), and whether on your own behalf or on behalf of any individual, company, firm, business or other organisation, directly or indirectly:
(a) in connection with the carrying on of any business which competes with any business of the Company or any Group Company with which business you were involved in the Restricted Area with period of 12 months prior to the Businesstermination of your employment, solicit or entice away from the Company or any Group Company the business or custom of any customer or Prospective Customer (as defined below) with which customer or Prospective Customer whom you had business dealings on behalf of the Company or any Group Company during in the Relevant Period course of the period of 12 months prior to the termination of your employment or about which customer or Prospective Customer you are privy to confidential information at the Termination Date;date your employment terminates; or
(b) in connection with the carrying on of any business which competes with any business of the Company or any Group Company with which business you were involved in the Restricted Area period of 12 months prior to the termination of your employment, have business dealings or contract with the Business, accept any business, orders or custom from any customer or Prospective Customer of the Company or any Group Company with which customer or Prospective Customer you had business dealings on behalf of the Company or any Group Company during in the Relevant Period course of the period of 12 months prior to the termination of your employment or about which customer or Prospective Customer you are privy to confidential information at the Termination Date;date your employment terminates; or.
(c) in connection with the carrying on of any business which competes in the Restricted Area with the Business, endeavour to entice away from the Company or any Group Company any supplies of goods or services being provided to the Company or any Group Company by any person, firm, company or organisation whom or which supplied goods or services to the Company or any Group Company during the Relevant Period with whom you had business dealings on behalf of the Company or any Group Company in the course of the Relevant Period or about whom you are privy to confidential information at the Termination Date;
(d) in any way seek to affect the terms of business on which the Company or any Group Company deals with any person, firm, company or organisation whom or which was a customer, agent, distributor or contractor of or whom or which supplied goods or services to the Company or any Group Company during the Relevant Period or act or omit to act in any manner which will or is likely to result in any such person, firm, company or organisation terminating or reducing the amount of business dealings with or the custom, services or supplies it provides to or for the Company or any Group Company;
(e) solicit or seek to entice away from the Company or any Group Company any person employed or engaged by the Company or any Group Company as or carrying out the functions of a director, officervice president, president or a vice president manager or any other person employed or engaged acting in a managerial, technical, engineering, sales, marketing, research and/or and development or technical capacity at the Termination Date date your employment terminates with whom you had dealings during material contact in the Relevant Period. This period of 12 months prior to the termination of your employment with the Company provided that this restriction shall apply regardless of whether the solicitation involves a breach of contract on the part of the consultant, director or employee concerned; or
(fd) employ or engage or offer to employ or engage any person employed or engaged by the Company or any Group Company as or carrying out the functions of a director, officervice president, president or a vice president manager or any other person employed or engaged acting in a managerial, technical, engineering, sales, marketing, research and development or product development technical capacity at the Termination Date date your employment terminates with whom you had dealings during in the Relevant Period. This last 12 months of your employment with the Company provided that this restriction shall apply regardless of whether the employment involves a breach of contract on the part of the consultant, director or employee concerned.; or
24.2 You agree and covenant (e) endeavour to entice away from the Company or in any way seek to affect the terms of business on which the Company deals with any person, firm, company or organisation whom or which supplied goods or services to the Company during the period of 12 months prior to the termination of your employment.
24.2. You agree that you will not, without the prior written permission of the Board, for a period of 12 6 months immediately following the Termination Date termination of your employment with the Company (less any period you are required to cease undertaking your duties for the Company spend on garden leave pursuant to clause 20):
(a) 22), be engaged, appointed engaged or employed within in the Restricted Area by;
(b) undertake by or otherwise involved or interested in any duties in relation to the Restricted Area (wherever you are based) for; or
(c) be otherwise interested, concerned or involved in, (as the context permits) any personcompany, firm, company, corporation, organisation or business or organisation which competes in the Restricted Area with any business of the BusinessCompany or any Group Company with which business you are involved in the last 12 months of your employment under this Agreement. In the event that you serve on the Company a written request for permission to be employed or engaged by any company, firm, organisation or business and the Company refuses to provide its permission, then the Company will pay you at a rate equivalent to one twelfth of your basic annual salary under this Agreement as at the date your employment with the Company terminates for each period of one month following the date on which your employment with the Company terminates during which period you are restricted from commencing such employment or engagement by reason of this clause 24.2 subject to:
(a) you providing the Company, in any such request made by you, with: the name and address of the company, firm, organisation or business which has offered to employ or engage you; details of the job title and duties associated with the position offered to you by such company, firm, organisation or business; and a copy of any written offer of employment or engagement made to you by such company, firm, organisation or business.
24.3 (b) you complying in full with the terms of clause 24; and
(c) the deduction from any sum prima facie due to you under this clause 24.2 of any remuneration, salary, fees or other income earned by you arising from or in relation to any employment or engagement undertaken by you during such period (but not including any income arising from any employment or engagement which you had commenced at least six months prior to the date on which your employment terminates provided that you had permission from your Manager to undertake such employment or engagement pursuant to clause 2.1 of this Agreement). The payment due to you will be paid in monthly instalments in arrears within 14 days of you confirming to the Board in writing the amount of remuneration, salary, fees or other income earned by you arising from or in relation to any employment or engagement undertaken by you during the period of one month to which the instalment relates.
24.3. Each of the sub-clauses contained in clause 24 constitutes an entirely separate and independent covenant. If any restriction is held to be invalid or unenforceable by a court of competent jurisdiction, it is intended and understood by the parties that such invalidity or unenforceability will not affect the remaining restrictions or the validity of the rest of the agreement Agreement and that if any such restriction would be valid if some part thereof were deleted, such restrictions shall apply with such modification as may be necessary to make them effective.
24.4 24.4. You agree that if you receive an offer of employment, consultancy, directorship or other office or partnership during the continuance in force of any of the above, you will prior to acceptance of an offer, provide the party making the offer with copies of this clause and details of your notice period, the restrictions on your use and disclosure of confidential information and the clauses dealing with copyright and inventions. Further, within 48 hours of receiving the aforementioned offer you will notify the Company of the identity of the party making the offer and the terms of the offer.
24.5 24.5. You acknowledge that that:
(a) each of the restrictions in clause 24 goes no further than is necessary to protect the legitimate business interests of the Company and any Group Company; and
(b) the Company is entering into this agreement Agreement not only for itself but also as the trustee of for each Group Company and with the intention that the Company and/or any Group Company will be entitled to seek the protection of and enforce each of its restrictions directly against you. If requested to do so by the CompanyCompany however, you will at any time enter into like restrictions as those contained in this clause 24 (mutatis mutandis) with any other Group Company.
24.6 24.6. Nothing in this clause 24 shall prohibit you from holding the investments and interests set out in clause 3.2 2.1 above.
24.7 24.7. Following the date upon which your employment terminates, you will not:
(a) represent yourself as being in any way connected with the business of the Company or any Group Company (except to the extent agreed by such Company); or):
(b) represent, promote or advertise or refer to your previous connection with the Company or any Group Company in such a way as to utilise any of their goodwill
(c) carry on, cause or permit to be carried on any business under or using any name, trade ▇m▇▇▇, service ▇m▇▇▇, style, logo, get-up or image which is or has been used by the Company or any Group Company, or which in the reasonable opinion of the CompanyBoard, is calculated to cause confusion with such a name, trade ▇m▇▇▇, service ▇m▇▇▇, style, logo, get-up or image or infer a connection with the Company or any Group Company.
Appears in 1 contract
Restrictions after Termination of Employment. 24.1 23.1. You agree and covenant to the Company that you will not, without the prior written permission of the Board, during the your employment or for a period of 12 6 months immediately following the Termination Date termination of your employment (less any period you are required to cease undertaking any duties for the Company spend on garden leave pursuant to clause 20 of this agreement21), and whether on your own behalf or on behalf of any individual, company, firm, business or other organisation, directly or indirectly:
(a) in connection with the carrying on of any business which competes with any business of the Company or any Group Company with which business you were involved in the Restricted Area with period of 12 months prior to the Businesstermination of your employment, solicit or entice away from the Company or any Group Company the business or custom of any customer or Prospective Customer (as defined below) with which customer or Prospective Customer whom you had business dealings on behalf of the Company or any Group Company during in the Relevant Period course of the period of 12 months prior to the termination of your employment or about which customer or Prospective Customer you are privy to confidential information at the Termination Date;date your employment terminates; or
(b) in connection with the carrying on of any business which competes with any business of the Company or any Group Company with which business you were involved in the Restricted Area period of 12 months prior to the termination of your employment, have business dealings or contract with the Business, accept any business, orders or custom from any customer or Prospective Customer of the Company or any Group Company with which customer or Prospective Customer you had business dealings on behalf of the Company or any Group Company during in the Relevant Period course of the period of 12 months prior to the termination of your employment or about which customer or Prospective Customer you are privy to confidential information at the Termination Date;date your employment terminates; or
(c) in connection with the carrying on of any business which competes in the Restricted Area with the Business, endeavour to entice away from the Company or any Group Company any supplies of goods or services being provided to the Company or any Group Company by any person, firm, company or organisation whom or which supplied goods or services to the Company or any Group Company during the Relevant Period with whom you had business dealings on behalf of the Company or any Group Company in the course of the Relevant Period or about whom you are privy to confidential information at the Termination Date;
(d) in any way seek to affect the terms of business on which the Company or any Group Company deals with any person, firm, company or organisation whom or which was a customer, agent, distributor or contractor of or whom or which supplied goods or services to the Company or any Group Company during the Relevant Period or act or omit to act in any manner which will or is likely to result in any such person, firm, company or organisation terminating or reducing the amount of business dealings with or the custom, services or supplies it provides to or for the Company or any Group Company;
(e) solicit or seek to entice away from the Company or any Group Company any person employed or engaged by the Company or any Group Company as or carrying out the functions of a director, officervice president, president or a vice president manager or any other person employed or engaged acting in a managerial, technical, engineering, sales, marketing, research and/or and development or technical capacity at the Termination Date date your employment terminates with whom you had dealings during material contact in the Relevant Period. This period of 12 months prior to the termination of your employment with the Company provided that this restriction shall apply regardless of whether the solicitation involves a breach of contract on the part of the consultant, director or employee concerned; or
(fd) employ or engage or offer to employ or engage any person employed or engaged by the Company or any Group Company as or carrying out the functions of a director, officervice president, president or a vice president manager or any other person employed or engaged acting in a managerial, technical, engineering, sales, marketing, research and development or product development technical capacity at the Termination Date date your employment terminates with whom you had dealings during in the Relevant Period. This last 12 months of your employment with the Company provided that this restriction shall apply regardless of whether the employment involves a breach of contract on the part of the consultant, director or employee concerned.; or
24.2 You agree and covenant (e) endeavour to entice away from the Company or in any way seek to affect the terms of business on which the Company deals with any person, firm, company or organisation whom or which supplied goods or services to the Company during the period of 12 months prior to the termination of your employment.
23.2. You agree that you will not, without the prior written permission of the Board, for a period of 12 6 months immediately following the Termination Date termination of your employment with the Company (less any period you are required to cease undertaking your duties for the Company spend on garden leave pursuant to clause 20):
(a) 21), be engaged, appointed engaged or employed within in the Restricted Area by;
(b) undertake by or otherwise involved or interested in any duties in relation to the Restricted Area (wherever you are based) for; or
(c) be otherwise interested, concerned or involved in, (as the context permits) any personcompany, firm, company, corporation, organisation or business or organisation which competes in the Restricted Area with any business of the BusinessCompany or any Group Company with which business you are involved in the last 12 months of your employment under this Agreement. In the event that you serve on the Company a written request for permission to be employed or engaged by any company, firm, organisation or business and the Company refuses to provide its permission, then the Company will pay you at a rate equivalent to one twelfth of your basic annual salary under this Agreement as at the date your employment with the Company terminates for each period of one month following the date on which your employment with the Company terminates during which period you are restricted from commencing such employment or engagement by reason of this clause 23.2 subject to:
(a) you providing the Company, in any such request made by you, with: the name and address of the company, firm, organisation or business which has offered to employ or engage you; details of the job title and duties associated with the position offered to you by such company, firm, organisation or business; and a copy of any written offer of employment or engagement made to you by such company, firm, organisation or business.
24.3 (b) you complying in full with the terms of clause 23; and
(c) the deduction from any sum prima facie due to you under this clause 23.2 of any remuneration, salary, fees or other income earned by you arising from or in relation to any employment or engagement undertaken by you during such period (but not including any income arising from any employment or engagement which you had commenced at least six months prior to the date on which your employment terminates provided that you had permission from your Manager to undertake such employment or engagement pursuant to clause 2.1 of this Agreement). The payment due to you will be paid in monthly instalments in arrears within 14 days of you confirming to the Board in writing the amount of remuneration, salary, fees or other income earned by you arising from or in relation to any employment or engagement undertaken by you during the period of one month to which the instalment relates.
23.3. Each of the sub-clauses contained in clause 24 23 constitutes an entirely separate and independent covenant. If any restriction is held to be invalid or unenforceable by a court of competent jurisdiction, it is intended and understood by the parties that such invalidity or unenforceability will not affect the remaining restrictions or the validity of the rest of the agreement Agreement and that if any such restriction would be valid if some part thereof were deleted, such restrictions shall apply with such modification as may be necessary to make them effective.
24.4 23.4. You agree that if you receive an offer of employment, consultancy, directorship or other office or partnership during the continuance in force of any of the above, you will prior to acceptance of an offer, provide the party making the offer with copies of this clause and details of your notice period, the restrictions on your use and disclosure of confidential information and the clauses dealing with copyright and inventions. Further, within 48 hours of receiving the aforementioned offer you will notify the Company of the identity of the party making the offer and the terms of the offer.
24.5 23.5. You acknowledge that that:
(a) each of the restrictions in clause 23 goes no further than is necessary to protect the legitimate business interests of the Company and any Group Company; and
(b) the Company is entering into this agreement Agreement not only for itself but also as the trustee of for each Group Company and with the intention that the Company and/or any Group Company will be entitled to seek the protection of and enforce each of its restrictions directly against you. If requested to do so by the CompanyCompany however, you will at any time enter into like restrictions as those contained in this clause 24 23 (mutatis mutandis) with any other Group Company.
24.6 23.6. Nothing in this clause 24 23 shall prohibit you from holding the investments and interests set out in clause 3.2 2.1 above.
24.7 23.7. Following the date upon which your employment terminates, you will not:
(a) represent yourself as being in any way connected with the business of the Company or any Group Company (except to the extent agreed by such Company); or):
(b) represent, promote or advertise or refer to your previous connection with the Company or any Group Company in such a way as to utilise any of their goodwill
(c) carry on, cause or permit to be carried on any business under or using any name, trade ▇▇▇▇, service ▇▇▇▇, style, logo, get-up or image which is or has been used by the Company or any Group Company, or which in the reasonable opinion of the CompanyBoard, is calculated to cause confusion with such a name, trade ▇▇▇▇, service ▇▇▇▇, style, logo, get-up or image or infer a connection with the Company or any Group Company.
Appears in 1 contract