Exhibit 10.2.3
THIS AGREEMENT dated the 28 day of March 2006 is made
BETWEEN:-
(1) NARROWSTEP LIMITED (registered number 4412126) whose registered office is at
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ("the Employer"); and
(2) IOLO ▇▇▇▇▇ of ▇▇▇ ▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, (▇▇▇ "Employee"). IT IS
AGREED as follows:-
1. DEFINITIONS
1.1. In this Agreement the following words have the following meanings:-
"Board" The Board of Narrowstep Inc or such other
person as the Board may decide from time to
time.
"Business" the business of and any other trade or
commercial activity of the Employer and the
other Group Companies with which the
Employee is concerned or involved to any
material extent during his employment or
which the Employer or any Group Company
shall at the Termination Date have
determined to carry on in the immediate or
foreseeable future.
"Confidential Information" information relating to the Business,
products, affairs and finances of the
Company or of any Group Company or of any of
its or their suppliers; clients or customers
that is now or hereafter confidential to it
or to them or treated by it or them as such
and trade secrets (including, without
limitation, technical data and know-how)
relating to the business of the Company or
of any Group Company or of any of its or
their suppliers, clients or customers.
"Connected Person" with reference to any person, any person who
is a connected person within the meaning of
section 839 of the Income and Corporation
▇▇▇ ▇▇▇▇.
"Customer" any person:-
with whom the Employee has dealt in relation
to Restricted Products or Restricted
Services or of whom or he has knowledge
by virtue of his duties under this Agreement
in the 12 months preceding the Termination
Date; and
b) who shall at the Termination Date be
negotiating with the Employer or Group
Company for the supply of any Restricted
Products or the provision of any Restricted
Services;
c) to whom the Employer or Group Company
shall at any time during the period of 12
months prior to the Termination Date have
supplied any Restricted Products or
Restricted Services.
"Effective Date" March 28, 2006
"Employment" the employment created as a result of this
agreement.
"Group Company" means any subsidiary or holding company of
the Company or any subsidiary of any such
holding company, and "Subsidiary" and
"Holding Company" shall for this purpose
bear the meanings ascribed to those terms
respectively by section 736 of the Companies
▇▇▇ ▇▇▇▇.
"Intellectual Property Rights" all inventions, patents, registered designs,
know-how, trade marks and service marks
(whether registered or not), any trade,
brand or business names and any distinctive
sounds used to differentiate the goods and
services of a business, domain names,
utility models, copyright (including all
such rights in computer software,
information, know-how, techniques and
records and any databases), moral rights and
the goodwill attaching to any of them and
applications for any of them and any rights
or forms of protection of a similar nature
and having equivalent or similar effect to
any of them which may subsist anywhere in
the world.
"Intellectual Property Material" means all information (including, without
limit, all confidential information and
trade secrets), methods, techniques,
inventions, processes, models, data,
reports, drawings, plans, research,
know-how, databases,
designs, systems, software, creative works,
domain names, email address names, logos,
graphics, concepts and any other material
produced, prepared, created, developed or
discovered by the Employee (either alone or
with others), during the period of his
employment relating to the business of the
Company (either directly or indirectly).
"Material Interest" a) the holding of any position as director,
officer, employee, consultant, adviser,
partner, principal or agent;
b) the direct or indirect control or
ownership (whether jointly or alone) of any
shares (or voting rights attached to them)
or debentures (except for the ownership for
investment purposes only of not more than 3%
of the issued ordinary shares of any company
whose shares are listed on any Recognised
Investment Exchange);
c) the direct or indirect provision of
financial assistance.
"Recognised Investment Exchange" shall have the meaning given by section 207
of the Financial Services ▇▇▇ ▇▇▇▇.
"Restricted Period" a period of 12 months commencing on the
Termination Date.
"Restricted Products" any products of a kind which have been
during the period of 12 months prior to the
Termination Date dealt in, produced,
marketed or sold by the Employer or Group
Company in the ordinary course of business.
"Restricted Services" any services of a kind which have
been in the period of 12 months prior to the
Termination Date provided by the Employer or
Group Company in the ordinary course of
business.
"SSP" statutory sick pay.
"Supplier" any person who shall at the Termination Date
be negotiating with the Employer or Group
Company to supply any Restricted Products or
provide any Restricted Services
or from whom the Employer or Group Company
shall at any time during the period of one
year prior to the Termination Date have
acquired any Restricted Products or any
Restricted Services including any person
with whom the Employer or Group Company
placed any order or entered into any
contract to acquire or receive any goods or
services or was entitled or obliged under
any order to supply the Employer or Group
Company with any goods or services with whom
the Employee had business dealings on behalf
of the Employer or Group Company.
"Termination Date" the date on which the Employee's employment
under this Agreement terminates.
1.2. In this Agreement:-
1.2.1. references to clauses are to clauses of this Agreement;
1.2.2. references to persons include bodies corporate, unincorporated
associations, governments, states, partnerships and trusts (in
each case, whether or not having separate legal personality);
1.2.3. the headings of clauses are for convenience only and shall not
affect the interpretation of this Agreement;
1.2.4. any reference to a statutory provision includes a reference to
any modification, consolidation or re-enactment of the
provision for the time being in force and all subordinate
instruments, orders or regulations made under it;
1.2.5. the eiusdem generis rule shall not apply so that general words
shall not be given a restrictive interpretation by reason of
their being preceded or followed by words indicating a
particular class of acts, matters or things;
1.2.6. "subsidiary" and "holding company" shall have the meanings
given to them by sections 736 and 736A of the Companies ▇▇▇
▇▇▇▇;
1.2.7. references to a person acting "directly or indirectly" include
acting alone or jointly with or by means of any other person;
1.2.8. references to any document (including this Agreement) or a
provision of such document shall be construed as a reference
to that document or provision as from time to time
supplemented varied or replaced.
2. EMPLOYMENT
2.1 The Employer shall employ the Employee as Founder and Chief Strategy
Officer or in such other position as the Board from time to time may
direct on the terms and subject to the provisions of this Agreement.
2.2. The Employee's employment shall (subject to termination as provided
elsewhere in this Agreement) commence on the Effective Date and shall
continue thereafter unless and until terminated by either party giving
to the other not less than 1 years written notice, if received by the
other party before the first anniversary of the Effective Date, and 6
month's written notice, if received by the other party after the first
anniversary of the Effective Date.
2.3. The date of commencement of the Employee's period of continuous
employment is 10th May 2002.
3. DUTIES
3.1. The Employee shall perform all duties attaching to the position of
Founder and Chief Strategy Officer and shall be responsible to the
Chairman of Narrowstep Inc from time to time. The principal duties of
the position are to advise the Company on strategy and provide guidance
on technical and marketplace issues. The Employee shall perform such
other duties as may from time to time be assigned to him by or under
the authority of the Board and shall comply with all reasonable
directions made by or under the authority of the Board. The Employee
may be required in pursuance of employment to be engaged not only on
work on behalf of the Employer but also on work on behalf of any other
Group Company.
3.2. During his employment, unless prevented by incapacity or otherwise
agreed with the Employer, the Employee shall:-
3.2.1. use his best efforts to promote the Employer's interests;
3.2.2. devote the whole of his time, attention and abilities during
normal business hours to the Employer's affairs;
3.2.3. faithfully and diligently serve the Employer and the Group and
perform his duties under this Agreement;
3.2.4. conform to such hours of work as may from time to time
reasonably be required of him;
3.2.5. in all respects comply with all lawful and reasonable
directions made by or under the authority of the Board; and
3.2.6. keep the Board or a person duly authorised by the Board
promptly and fully informed (in writing if so required) of his
conduct of the business or affairs of the Employer or any
other Group Company and provide such explanation as the Board
or its nominee may require.
3.3. The Employee shall carry out his duties and exercise his powers jointly
with any other Employee appointed by the Board from time to time.
3.4. The Employee may elect to discharge some or all of his duties from his
home or another remote location and it shall only be mandatory for him
to attend the Company's premises when reasonably required to do so by
the Company.
3.5. The Employee shall promptly disclose to the Board any interest of his
own (or of any Connected Person):-
3.5.1. in any trade, business or occupation which is in competition
with the Employer or any Group Company;
3.5.2. in any trade or business carried on by any supplier or
customer of the Employer or any Group Company; and
3.5.3. in any actual or proposed contract, arrangement or transaction
entered into or to be entered into by the Employer or any
Group Company.
3.6. During the period of his employment (including any period of suspension
and any notice period) the Employee shall not (without the Board's
prior written consent) hold or provide any Material Interest in or to
any person which:-
3.6.1. directly or indirectly competes with the Business; or
3.6.2. impairs or might reasonably be thought by the Employer to
impair his ability to act at all times in the best interests
of the Employer or any Group Company.
3.7. The place where the Employee will normally work will be at the
Employer's address stated above. However, if called upon to do so and
without any further remuneration the Employee shall perform his duties
at such other location or locations as the Employer shall reasonably
require whether on a temporary or permanent basis.
3.8. Permitted Activities
Subject to Board approval on each occasion, the Employee is permitted
to be engaged, concerned or interested in or to hold office in any
business or undertaking provided that:
(a) the business or undertaking in question does not compete with the
business of the Company or any Group Company;
(b) the Employee's engagement, concern or interest in the businesses or
undertakings in question does not require him to devote more than two
days per week of his time, in total, such that he spends a minimum of
three days per week on his duties for the Company.
(c) the Employee notifies the Company in writing before or as soon as
practicable after his engagement, concern or interest arises begins.
(d) the Employee's salary from time to time is reduced by 20% for each
day spent on such activities, with each individual engagement, concern
or interest deemed to be for a minimum of one day.
4. REMUNERATION
4.1. The Employee's annual salary shall be (pound)100,000 per annum payable
monthly in arrears by credit transfer.
4.2. The Employee's annual salary shall be reviewed on or about 1st March of
each year to take effect from that time. The first such review shall
take place in 2007.
4.3. The Employee's salary shall be deemed to accrue from day to day and
shall be inclusive of all director's fees (if any) to which the
Employee may be entitled and all remuneration which may become payable
to the Employee by or in respect of services rendered by him to any
Group Company.
4.4. The Employer reserves the right to deduct from the Employee's salary
any amount of any statutory benefits receivable by him in the case of
sickness.
4.5. The Employee may be paid a bonus from time to time, at the discretion
of the Board.
5. EXPENSES
5.1. The Employer (or another Group Company if appropriate) shall reimburse
the Employee any travelling, hotel, entertainment and other out of
pocket expenses properly incurred by the Employee in the course of the
Employment subject to the production by the Employee of relevant
invoices or other appropriate proof of expenditure.
5.2. The Employer shall reimburse the Employee for the cost of such
broadband internet installation and connection at the Employee's home
as it may deem reasonable and for as long as it deems necessary.
6. HOURS OF WORK
6.1. The normal business hours of the Employer are 09:00 - 17:30 Monday to
Friday and shall apply to the Employee provided that the Employee shall
work such further hours as may be necessary for the proper performance
of his duties. Should the Employee be required by the Chairman of
Narrowstep Inc to work at weekends and on statutory holidays then he
shall be entitled to time off in lieu.
6.2. The Employee agrees that, notwithstanding the provisions of Regulation
4 of the Working Time Regulations 1998 relating to maximum weekly
working time of 48 hours, the limit on maximum working time shall not
apply to the Employee's employment. The Employee's agreement set out in
this clause is given for an indefinite period, but shall be terminable
on the Employee giving three months' prior written notice to the
Employer.
7. HOLIDAYS
7.1 The Employer's holiday year runs from 1st January. The Employee shall
be entitled in each holiday year to 30 days holiday with full salary
(in addition to statutory holidays) to be taken at times agreed with
and approved by the President and Chief Executive Officer in advance.
7.2 The Employee's holiday entitlement shall accrue pro rata (to the
nearest whole day) to the proportion of a holiday year worked. In the
year in which he joins the Employer the Employee shall be entitled to
the appropriate pro rata holiday entitlement.
7.3 The Employee shall not be entitled to carry forward unused holiday
entitlement from one holiday year to the next.
7.4 There will be no payment in lieu of any untaken holiday entitlement
except in the year of termination of employment when the Employee will
be entitled to a payment in lieu of accrued holiday pro rata in respect
of each completed month of service in the holiday year in which the
Employment terminates (rounded up or down to the nearest whole day). If
the Employee has at the date of termination of employment taken more
than holiday entitlement for that holiday year the Employer will be
entitled to make an appropriate deduction from his final salary
payment.
8. SICKNESS ABSENCE AND SICK PAY
8.1 If the Employee is prevented by illness, accident or any other
incapacity from fully carrying out his duties he shall comply with the
following reporting procedure:-
8.1.1 he must inform ▇▇▇▇▇ ▇▇▇▇ or ▇▇▇▇▇ ▇▇▇▇▇ by telephone on the
first morning of his absence indicating, if possible, its
likely duration;
8.1.2 if incapable of fully carrying out his duties for more than
two consecutive working days, he must submit a
self-certification sickness form or a medical certificate from
a qualified and practising medical practitioner to ▇▇▇▇▇ ▇▇▇▇
or ▇▇▇▇▇ ▇▇▇▇▇;
8.1.3 a medical certificate signed by a qualified and practising
medical practitioner must be promptly submitted to ▇▇▇▇▇ ▇▇▇▇
or ▇▇▇▇▇ ▇▇▇▇▇ if the Employee is incapable of fully carrying
out his duties for more than seven consecutive days;
8.1.4 thereafter the Employee should promptly submit certificates at
weekly intervals covering the whole period of absence.
8.1.5 the Employer reserves the right to call for medical
certificates to cover absences of less than seven days.
8.2 The Employer will continue to pay the Employee's salary during any
period of sick leave up to a maximum of 90 days in any 12 month perm
For the excess period of absence over 90 days, SSP will be paid by the
Employer where appropriate in accordance with the legislation in force
at the time of absence.
Details of the payment of SSP can be obtained from ▇▇▇▇▇ ▇▇▇▇ or ▇▇▇▇▇
▇▇▇▇▇. The Employer may, at its discretion, enhance the payment of sick
pay.
8.3 Where practicable, the Employee shall use all reasonable efforts to
recover compensation for loss of earnings and benefits over the perm
for which any salary has been or will be paid to hint by the Employer
under this clause and, unless deducted pursuant to one of the above
provisions, shall account to the Employer for any such compensation
less any costs and expenses borne by the Employee incurred in
recovering such compensation (in an amount not exceeding the actual net
salary paid to him). The Employee shall keep the Employer informed of
the commencement progress and outcome of any such claim.
9. PENSIONS
The Employer does not hold a current contracting out certificate issued under
the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ in respect of the Employment.
10. CONFIDENTIALITY AND COMPANY DOCUMENTS
10.1 The Employee shall keep secret and shall not at any time during the
Employment or after its termination for whatever reason:-
10.1.1 use any Confidential Information for his own or another's
advantage; or
10.1.2 disclose any Confidential Information to any person; or
10.1.3 through any failure to exercise due care and diligence cause
or fail to prevent any unauthorised disclosure of any
Confidential Information.
10.2 The restriction contained in the above clause shall not apply:-
10.2.1 to any disclosure or use authorised by the Board in writing or
required to be made by law (other than by reason of a
contractual obligation) or by the rules of any Recognised
Investment Exchange to which the Employer or any Group
Company is subject; or
10.2.2 where the information has become available to the public
generally other than through unauthorised disclosure by the
Employee or another.
11. POST-TERMINATION RESTRICTIONS
11.1 The Employee shall not without the previous consent in writing of the
Board (such consent not to be unreasonably withheld) directly or
indirectly whether on his own account or on behalf of any other
person:-
11.1.1 during the Restricted Period:-
11.1.1.1 in competition with the Employer or Group Company
seek, canvass or solicit in any capacity whatsoever
any business, orders or custom for any Restricted
Products or Restricted Services from any Customer, or
11.1.1.2 induce or seek to induce by any means any Customer to
cease dealing with the Employer or Group Company or
any supplier to cease supplying the Employer or Group
Company or to restrict or vary the terms upon which
any such Customer or supplier deals with the Employer
or any Group Company; or
11.1.2 at any time after the Termination Date:-
11.1.2.1 represent himself or permit himself to be held out by
any person as being in any way connected with or
interested in the Employer or any Group Company.
11.2 The above restrictions shall apply to any action taken by the Employee
or any interest which he may have (whether as agent, representative,
principal, employee, partner, secondee or consultant or as a director
of any company) and/or by any spouse of the Employee and/or by any
company controlled, or business carried on, by him or any such spouse
or through the means of any management agreement or technical
assistance agreement in which the Employee has any interest.
12. PROVISIONS RELATING TO RESTRICTIONS
The Employee acknowledges and agrees that:-
12.1 the Employer and each Group Company possesses a valuable body of
Confidential Information and he has been given and will be given access
to such Confidential Information to enable him to carry out his duties
under this Agreement;
12.2 such duties include, amongst other things, a duty of trust and
confidence and a duty to act at all times in the best interests of the
Employer and the Group;
12.3 the Employer requires all of its senior employees to accept
restrictions which are similar to those set out in this Agreement in
substitution for those contained in clause 11 of this Agreement for the
mutual protection of the Business and employees;
12.4 each of the restrictions contained in the preceding clauses constitutes
an entirely separate and independent restriction on him;
12.5 the duration, extent and application of each of the restrictions are to
protect the Employer's and the Group Company's trade connections with
its suppliers and customers and to maintain the services of its key
employees and are no greater than is necessary for the protection of
the interests of the Employer and the other Group Companies;
12.6 if any such restriction shall be adjudged to be void as going beyond
what is reasonable in the circumstances for the protection of the
interests of the Employer and the other Group Companies but would be
valid if part of the wording of such restriction was deleted and/or the
period of such restriction was reduced the said restriction shall apply
within the jurisdiction of that court with such modifications as may be
necessary to make it valid and effective;
12.7 any breach of the undertakings contained in this Agreement could cause
the Employer and any other Group Company irreparable injury in that
monetary damages would not be an adequate remedy for any such breach.
In the event of a breach or threatened breach by the Employee of any
provision of this Agreement the Employee agrees that the Employer and
any other Group Company shall be entitled to obtain an injunction
restraining the Employee from breaching these provisions. Nothing
contained in this Agreement shall be construed as prohibiting the
Employer and any other Group Company from pursuing any other remedies
available to it or them including recovery of monetary damages; and
12.8 the Employee acknowledges that he has an obligation to draw the
restriction contained in this Agreement to the attention of any third
party who may at any time either before or after the date of
termination of the Employee's employment offer employment to the
Employee.
13. TERMINATION
13.1 The Employee's employment may be terminated by either party giving
notice to the other in accordance with the notice provisions contained
in clause 2.2 of this Agreement.
13.2 The Employee's employment under this Agreement shall in any event
automatically terminate upon the day on which the Employee attains the
age of 65 years (being the Employer's normal retirement age).
13.3 The Employer may terminate the Employee's employment by written notice
having immediate effect or on the expiry of such period of written
notice as the Employer may consider appropriate and without any
obligation to pay any further sums to the Employee whether by way of
damages, compensation or otherwise in respect of any notice period (but
without prejudice to the rights and remedies of the Employer for any
breach of this Agreement and to the Employee's continuing obligations
hereunder) if the Employee:-
13.3.1 commits any act of dishonesty or serious or persistent
misconduct;
13.3.2 becomes bankrupt or has a receiving or administration order
made against or makes any formal arrangement or composition
with creditors, or
13.3.3 commits any serious breach of or persistently does not observe
any of the provisions of this Agreement or refuses, neglects
or fails to carry out his duties to the reasonable
satisfaction of the Board or has, in the reasonable opinion of
the Board, carried out his duties in a way which amounts to
gross negligence; or
13.3.4 becomes of unsound mind or a patient within the meaning of the
Mental Health ▇▇▇ ▇▇▇▇; or
13.3.5 is convicted of any criminal offence {other than an offence
under the Road Traffic Acts for which a custodial sentence,
either immediate or
suspended, is not imposed) which prevents him from fulfilling
his employment; or
13.3.6 is guilty of any conduct which in the reasonable opinion of
the Board brings him or the Employer or any other Group
Company into disrepute; or
13.3.7 is disqualified from driving or if he ceases to hold a valid
United Kingdom or European Union driving licence (unless the
Employee is able to make alternative travel arrangements in
connection with the discharge of his duties under this
Agreement at his own expense to the satisfaction of the
Board); or
13.3.8 fails to perform his duties to standards reasonably required
by the Board (including reaching performance requirements set
by the Board after receiving a written warning regarding poor
performance from the Board).
13.4 The Employee's employment may be terminated at any time without notice
provided the Employer makes a payment equivalent to the Employee's
salary for the proper period of notice. If the Employer elects to pay
the Employee salary in lieu of notice, it may make such payments to the
Employee on a monthly basis for the duration of his notice period.
13.5 The Employer may require the Employee not to report for work during his
notice period, but in any such case the Employee's employment shall
continue upon these terms and conditions until the expiry of the
notice. The implied duty of fidelity between the Employee and the
Employer will continue during any period of garden leave.
13.6 Upon the giving of notice of termination for whatever reason by either
party, the Employee shall:-
13.6.1 deliver to the Employer (or to its order) all Intellectual
Property Material, Confidential Information relating to the
Employer (and any Group Company) and all books, documents,
disks, software, papers (including copies), materials, credit
cards, and other property relating to the business of the
Employer (or any other Group Company) which may then be in his
possession or under his control;
13.6.2 upon request immediately resign any position in or office of
the Employer or any other Group Company and if he should fail
to do so within seven days the Employer is hereby irrevocably
authorised to appoint some person as the Employee's attorney
in his name and on his behalf to sign any documents or do any
thing necessary to or desirable to give effect to this clause;
13.6.3 not enter onto the premises of the Employer or of any other
Group Company;
13.6.4 upon request transfer to the Employer in accordance with the
articles of association any shares held by him in the Company.
13.7 During any notice period the Employee shall not contact or deal with
the Employer's or any Group Company's customers, suppliers or
employees.
13.8 The termination of the Employee's employment and/or this Agreement
shall not affect such of the provisions of this Agreement as are
expressed so that they have effect or are to operate after termination.
14. INTELLECTUAL PROPERTY
14.1 All Company Material and all Intellectual Property Rights therein shall
to the fullest extent permitted by law belong to, vest in and be the
absolute, sole and unencumbered property of the Company or any Group
Company.
14.2 The Employee hereby:
14.2.1 acknowledges for the purposes of Section 39, Patents ▇▇▇ ▇▇▇▇
that because of the nature of his duties he has and at all
times during his employment will have a special obligation to
further the interests of the undertakings of the Company and
of any Group Company;
14.2.2 undertakes to notify and disclose to the Company in writing
full details of all Intellectual Property Material forthwith
upon the production of the same, and promptly whenever
requested by the Company and in any event upon the
determination of his employment with the Company deliver up to
the Company all correspondence and other documents, physical
embodiments, papers and records, and all copies thereof in his
possession, custody and power relating to any Intellectual
Property Material;
14.2.3 to the extent that the Employee owns or will own such rights,
irrevocably assigns to the fullest extent permitted by law, to
the Company or any Group Company including by way of future
assignment all Intellectual Property Rights (if any) in, or
relating to, all Intellectual Property Material and any and
all derivatives thereof;
14.2.4 to the extent permitted by law, undertakes to hold upon trust
for the benefit of the Company or any Group Company any
Intellectual Property Material and the Intellectual Property
Rights therein to the extent the same may not be and until the
same are vested absolutely in the Company or any Group
Company;
14.2.5 unconditionally and irrevocably waives any and all moral
rights (as conferred by Chapter IV of Part I of the Copyright
Designs and Patents Act 1988) and all rights of a similar or
corresponding nature in any jurisdiction in and to any and all
Intellectual Property Material, such waivers being made
expressly in favour of the Company and shall extend to
licensees and successors in title to
the copyright in the relevant work and where such rights
cannot be waived the Employee agrees not to assert them;
14.2.6 acknowledges that, save as provided by law, no further
remuneration or compensation other than that provided for
therein is or may become due to the Employee in respect of the
performance of his obligations under this clause; and
14.2.7 undertakes at the expense of the Company to execute all such
documents, make such applications, give such assistance and do
such acts and things as may in the opinion of the Board be
necessary or desirable to vest in and register or obtain
letters patents in the name of the Company or any Group
Company and otherwise to protect and maintain the Intellectual
Property Material and the intellectual Property Rights in any
and all of the foregoing. The Employee hereby irrevocably
appoints the Company as his attorney for this purpose and this
obligation shall continue following the termination of the
Employee's employment and will be binding on the Employee's
assigns, executors, administrators or other legal
representatives.
14.3 To the extent that by law any Intellectual Property Material or the
Intellectual Property Rights therein do not, or are not permitted to,
vest in or belong to the Company or any Group Company the Employee
agrees immediately upon the same coming into existence to offer to the
Company or any Group Company in writing a right of first refusal to
acquire the same on arm's length terms to be negotiated and agreed
between the parties in good faith.
15. DISCIPLINARY AND GRIEVANCE PROCEDURES
All disciplinary matters will be dealt with in accordance with the Employer's
Disciplinary and Grievance Procedure. Amendments may be made from time to time
which will be notified to you.
16. COMPANY RULES AND POLICIES
The Employee is required to familiarise himself with all of the Employer's rules
regulations and policies and to comply with all those rules, regulations, policy
statements and quality procedures which apply to him. Failure to do so may, in
appropriate circumstances, lead to disciplinary action.
17. DATA PROTECTION
The Employee consents to the Employer, and its appointed agents where reasonably
necessary, holding and processing, both electronically and manually, the data
that it collects in relation to you and your employment, for the purposes of the
Employer's management and administration of its employees and its business
and/or for compliance with applicable procedures, laws and regulations and to
the storage, transfer and processing by the Employer or its agent of such data.
The records that the Employer holds and processes will include, but is not
limited to, personal details held within the personnel records and information
concerning sickness and absence.
18. INTERCEPTION OF COMMUNICATIONS
18.1 By signing this Agreement, the Employee acknowledges that access to
the Employer's computer and telephone systems is provided for business
purposes.
18.2 In order that the Employer may protect its legitimate business
interests, the Employee agrees that all his email and telephone
communications may be monitored and/or recorded by the Employer and
further agree that any other correspondence addressed to the Employee
or sent by him, whether by letter or by facsimile, may be opened and/or
read by the Employer. The Employee also accepts that his use of the
Internet may be monitored.
19. SUSPENSION
The Employer may suspend the Employee from work with pay.
20. COLLECTIVE AGREEMENTS
There are no collective agreements applicable to the Employee's employment.
21. NOTICES
21.1 Any communications given under this Agreement shall be in writing and
delivered personally or sent by facsimile transmission or recorded,
special delivery or first class post (or air mail post if to an address
outside the United Kingdom) to the address or facsimile number of the
party who is to receive such communication or to such other address or
facsimile number in the United Kingdom as may from time to time be
specified by the relevant party as its address for the purpose of this
clause. During the Employee's employment (including any notice period
but excluding any period of suspension) any communications to the
Employee by the Employer may also be sent by electronic mail.
A communication shall be deemed to have been received:-
21.1.1 if delivered personally, at the time of delivery; and
21.1.2 if sent by prepaid recorded, special delivery or first class
post, on the second business day after posting.
21.2 A communication received or deemed to be received on a day which is not
a business day or after 5.00pm on any business day (according to local
time in the place of receipt) shall be deemed to be received at 9.00am
on the next business day.
22. RIGHTS OF THIRD PARTIES
22.1 The Employee and the Employer agree that the obligations and duties to
the Employer accepted by the Employee under this Agreement shall also
be owed by him to any Group Company for which he performs services,
carries out duties or to which he is seconded and that this Agreement
may be enforced by any Group
Company pursuant to section 1 of the Contracts (Rights of Third
Parties) ▇▇▇ ▇▇▇▇.
22.2 Where a Group Company is entitled to enforce a term of this Agreement,
the consent of such Group Company is not required for any amendment,
variation or rescission of any provision of this Agreement.
22.3 Any benefits provided by the Employer to the Employee or his family
which are not expressly referred to in this Agreement shall be regarded
as ex gratia benefits provided at the Employer's discretion and shall
not form part of the Employee's contract of employment.
22.4 Any benefits referred to in this Agreement as being provided to the
Employee or his family shall be enforceable only by the Employee and by
no other person.
23. GENERAL
23.1 This Agreement takes effect in substitution for all previous agreements
or arrangements whether written or oral between the parties all of
which shall be deemed to have been terminated by mutual agreement as
from the date of commencement of this Agreement and superseded by the
terms of this Agreement.
23.2 Any provision of this Agreement which is expressed or intended to have
effect on, or to continue in force, after termination of the Employee's
employment or this Agreement shall have such effect or (as the case may
be) continue in force after such termination.
23.3 The various provisions of this Agreement are severable and if any such
provision shall, to any extent, be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions
shall not in any way be affected or impaired thereby and each of the
provisions of this Agreement shall be valid, legal and enforceable to
the fullest extent permitted by law.
23.4 The Employee warrants:-
23.4.1 that in entering into this Agreement he will not thereby
breach any other contract of employment or any other Agreement
and agrees to indemnify the Employer against all costs, claims
or demands suffered by it as a result of any alleged breach of
contract by the Employee arising out of the acceptance of such
offer by him; and
23.4.2 he has no outstanding claims of any kind against the Employer
or any other Group Company or against its or their assets
(otherwise than in respect of remuneration and other benefits
to which he is entitled accrued to the date of this
Agreement but not yet received).
23.5 No amendment to this Agreement shall be effective unless made in
writing and signed by or on behalf of the Employer and the Employee.
23.6 The Employer shall be entitled and authorised to set off and/or make
deductions from the Employee's salary and/or from any other sums due
to the Employee
from the Employer any amount equal to any overpayment of any kind made
to the Employee and/or any amount equal to any debt or other sum due
from the Employee to the Employer.
23.7 The information in this Agreement constitutes a written statement of
the terms of employment of the Employee in accordance with the
provisions of the Employment Rights ▇▇▇ ▇▇▇▇.
23.8 No waiver by the Employer of any breach by the Employee of the terms of
this Agreement, other by conduct or otherwise, nor any failure or
forbearance or delay by the Employer in exercising any of its rights or
remedies shall be deemed a waiver of any such breach nor shall it
prevent the Employer from subsequently taking any action or making any
claim in respect of such breach.
23.9 Any notice to be given by either party to the other may be served by
sending the same by first class recorded delivery post addressed to the
other party, in the case of the Employer at its registered office or
in the case of the Employee last known residential address. Any notice
so given shall be deemed to have been served at the expiration of 48
hours from the time of posting.
23.10 This Agreement shall be governed by and construed in accordance with
the provisions of English law and any disputes or proceedings arising
from it shall be subject to the exclusive jurisdiction of the English
Courts.
IN WITNESS whereof this Agreement has been executed by the Employee as a deed on
the date specified above
SIGNED AS A DEED
by Iolo ▇▇▇▇▇ /s/ Iolo ▇▇▇▇▇
in the presence of:-
Witness' signature: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇
Witness' name: ▇. ▇▇▇▇
Witness' address: ▇▇ ▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇ ▇▇▇ ▇▇▇.
SIGNED AS A DEED
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
for and on behalf of Narrowstep Limited ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
in the presence of:- Senior Vice President and
Chief Financial Officer
Witness' signature: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Witness' name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Witness' address: ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇