SERVICE AGREEMENT
Date: day of September 1997
PARTIES
1. "The Company": MSU (UK) LIMITED having it's place of business
at Elder House, 526 to ▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇ ▇▇▇
2. "The Executive" ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ of ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇ ▇▇▇
OPERATIVE PROVISIONS:
1. INTERPRETATION
1.1. The headings and marginal headings to the clauses in this agreement
are for convenience only and have no legal effect.
1.2. Any reference in this agreement to any Act or delegated legislation
includes any statutory modification or re-enactment thereof or the
provisions referred to.
1.3. In this agreement:
'THE BOARD' means the board of directors of the Company and
includes any committee of the Board duly appointed by it.
'GROUP COMPANY' means any company which for the time being is a
company having an ordinary share capital (as defined in s.832 Income
and Corporation Taxes Act 1988) of which not less than 25 per cent
is owned directly or indirectly by the Company or it's holding
company applying the provisions of s.838 Income and Corporation
Taxes Act 1988 in the determination of ownership.
'MANAGING DIRECTOR' means any person holding such office of the
Company from time to time and includes any person(s) exercising
substantially the functions of a managing director or chief
executive officer of the Company.
'RECOGNISED INVESTMENT EXCHANGE' means any body of persons which is
for the time being a Recognised Investment Exchange for the purposes
of the Financial Services ▇▇▇ ▇▇▇▇.
2. APPOINTMENT AND DURATION
2.1. The Company appoints the Executive and the Executive agrees to serve
as the Managing Director. The Executive accepts that the Company may
reasonably require him to perform other duties or tasks,
commensurate with his position, not within the scope of his normal
duties and the Executive agrees to perform those duties or undertake
those tasks as if they were specifically required under this
Agreement.
2.2. The appointment commenced on the 1st of July 1997.
2.2.1 The appointment shall continue (subject to earlier
termination as provided in this agreement) for a period of 12
months from the date of this agreement.
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2.2.2 The appointment shall continue until terminated by either
party giving one month's prior notice in writing if given in
the first six months of the date of this agreement and
thereafter not less than twelve months calendar prior notice
in writing.
2.3. The Executive warrants that by virtue of entering into this
Agreement he will not be in breach of any express or implied terms
of any contract with or of any other obligation to any third party
binding on him.
3. DUTIES OF THE EXECUTIVE
3.1. The Executive shall at all times during the term of this Agreement;
3.1.1. unless otherwise agreed devote substantially the whole of his
time attention and ability to the duties of his appointment;
3.1.2. faithfully and diligently perform those duties and exercise
such powers consistent with them which are from time to time
assigned to or vested in him;
3.1.3. obey all lawful and reasonable directions of the Board;
3.1.4. keep the Board promptly and fully informed (in writing if so
requested) of his conduct of the business or affairs of the
Company, it's Group and subsidiary companies in which he is
involved in it's management and provide such explanations as
the Board may require;
3.1.5. not at any time to make any untrue or misleading statement to
the Company or any Group Company.
3.2. Without prejudice to his duties to the Company the Executive shall
if and for so long as the Company reasonably require during the
period of this Agreement:
3.2.1. carry out duties on behalf of any Group Company.
3.2.2. act as an officer of any Group Company or hold any other
appointment or office as nominee or representative of the
Company or any Group Company.
4. PLACE OF WORK
4.1. The Executive shall perform his duties at the Head Office of the
Company from time to time and/or such other places of business as
the Company requires, including occasional visits outside the United
Kingdom in the ordinary course of his duties.
5. PAY
5.1. During his appointment the Company shall pay to the Executive:
5.1.1. a basic salary of 'L'96,000 per year which shall accrue day
to day and be payable by equal monthly instalments in arrears
on or about the 26th day of each month;
5.1.2. a bonus in each year of this Agreement in accordance with the
Company's executive bonus scheme as determined from time to
time by the Board. (which the Company shall use it's best
endeavours to implement by 30th November 1997)
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5.2. The Executive's salary shall be reviewed by the Board on 30th June
in each year and the rate of salary may be increased by the Company
with effect from that date by such amount if any as it shall think
fit.
5.3. The Company shall cover the cost of membership for the Executive and
his immediate family of an approved private patients medical plan
with a reputable medical expenses insurance company.
5.4. The Executive will be a member of the Company's proposed life
assurance scheme designed to give benefits equal to four times his
annual salary from time to time and the Company will pay promptly
all contributions due in respect of his membership of the scheme.
(which the Company shall use it's best endeavours to implement by
30th November 1997)
5.5. The executive will be a member of the Company's contributory Pension
Scheme and shall be required to contribute 2.5% and the company
shall contribute 6.5% (which the Company shall use it's best
endeavours to implement by 30th November 1997)
6. CAR ALLOWANCE
6.1. The Company shall provide the Executive with:
6.1.1. a car use allowance of 'L'1,000.00 per month which is subject
to review on an upward only basis by the Board.
6.2. After commencement of this agreement the executive may request that
the Company considers providing him with a car for his sole business
and private use of model and specification selected by the Company
which in the reasonable opinion of the Board is commensurable with
the status of the executive and image of the Company in place of the
car use allowance.
6.3. In such latter case the Company shall bear all running costs and
expenses of the car and shall replace the car with the same or an
equivalent model when it has travelled 45,000 miles or on the third
anniversary of the date of it's purchase by the Company.
6.4. The Executive shall always comply with all reasonable regulations
laid down by the Company from time to time with respect to company
cars (where appropriate) and shall forthwith notify the Company of
any accidents involving his Company car and of any charges of
driving offences which are brought against him and on the
termination of his employment for any reason whether lawful or not
shall forthwith return his company car to the Company at it's Head
Office.
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7. EXPENSES
7.1. The Company shall pay the Executive an overnight accommodation
allowance of up to 'L'30.00 per night to contribute towards hotel
expenses reasonably incurred by him in
7.2. The company will also reimburse all expenditure reasonably incurred in
the proper performance of his duties subject to the Executive
complying with such guidelines or regulations issued by the Company
from time to time in this respect and to the production to the Company
of such vouchers or receipts or other evidence of payment as it shall
reasonably require.
7.3. Where the Company issues a Company sponsored credit or charge card to
the Executive he shall use such credit or charge card only for
expenses reimbursable under clauses 7.1 and 7.2 above and shall return
it to the Company forthwith on the termination of his employment.
8. OPTIONS
8.1. The Company will grant to the Executive at a date to be agreed options
to purchase up to 300,000 shares of ordinary common stock in the
Company at the market price on the 8th day of August 1997. The options
will be capable of being exercised as to 100,000 on each of the 1st
July 1998, 1st July 1999 and 1st July 2000 (each complete year being
referred to as an Option Year) provided the Executive remains a
director on these dates. The option period will expire on 1st July
2002.
8.2. In the event of termination of the Executives appointment part of the
way through an Option Year (other than for reasons set out in 12.3 he
shall then be entitled to exercise the options falling in that Option
Year on a pro rata basis.
9. HOLIDAY
9.1. In addition to public holidays the Executive is entitled to 25 working
days paid holiday in each year from January 1 to December 31 to be
taken at such time or times as are agreed with the Board. The
Executive shall not without the consent of the Board carry forward any
unused part of his holiday entitlement to a subsequent year.
9.2. On the termination of his employment for whatever reason the Executive
shall entitled to pay in lieu of outstanding holiday entitlement and
shall be required to pay the Company any salary received for holiday
taken in excess of his actual entitlement. The basis of payment and
repayment shall be 1/253 of the Executive's annual salary for each
day.
10. INCAPACITY
10.1. If the Executive is unavailable because of sickness (including mental
disorder) of injury he shall report this fact forthwith to the Company
Secretary's office.
10.2. If the Executive shall be absent from work due to sickness (including
mental disorder) or injury he shall be paid his full remuneration
hereunder for up to 6 months absence in any 12 month period, and
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thereafter such remuneration, if any, as the Board shall determine
from time to time.
10.3. If at any time during the period of his appointment the Executive
shall be unavailable for work for a period of 28 days in any 12 month
period he shall upon request and at the expense of the Company permit
himself to be examined by a registered medical practitioner to be
selected by the Company and shall authorise such medical practitioner
to disclose to and discuss with the Company's medical adviser the
results of such examination and any matters which arise from it in
order that the Company's medical adviser can notify the Company of any
matters which, in his opinion, might hinder or prevent the Executive
(if during a period of incapacity) from returning to work for any
period or (in other circumstances) from properly performing any
duties of his appointment at any time. The Executive shall at his
request be supplied with a copy of any such report or opinion obtained
pursuant to this sub clause
11. TRUST AND CONFIDENCE
11.1. As a condition of his appointment the Executive agrees to be bound by
the terms of the Trust and Confidence Agreement attached as Schedule
II hereto.
12. TERMINATION OF AGREEMENT
12.1. Automatic Termination:
This Agreement shall automatically terminate upon the Executive
reaching his 65th birthday.
12.2. Suspension:
In order to investigate a complaint against the Executive of
misconduct the Company is entitled to suspend the Executive on full
pay for a period not exceeding 14 days to carry out a proper
investigation and hold a disciplinary hearing.
12.3. Immediate Dismissal:
The Company may with immediate effect terminate this Agreement if the
Executive:
12.3.1. commits any act of gross misconduct or repeats or continues
(after written warning) any other material or serious breach
of his obligations under this Agreement; or
12.3.2. is guilty of any conduct which brings him or the Company or
any Group Company into serious disrepute; or
12.3.3. is convicted of any criminal offence punishable with 6 months
or more imprisonment (excluding an offence under the road
traffic legislation in the United Kingdom or elsewhere for
which he is not sentenced to any term of imprisonment whether
immediate or suspended); or
12.3.4. commits any act of dishonesty relating to the Company or any
Group Company any of it's or their employees or otherwise; or
12.3.5. becomes bankrupt or makes any composition with his creditors
or otherwise; or
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12.4. PAY IN LIEU:
On serving notice for any reason to terminate this Agreement or at any
time thereafter during the currency of the notice the Company shall be
entitled to pay the Executive his basic salary and benefits at the
rate then payable under clause 5 hereof for the unexpired portion of
the duration of his appointment or entitlement to notice as may be.
13. GENERAL
13.1. Statutory Particulars
The further particulars of employment not contained in the body of
this Agreement which must be given to the Executive in compliance with
the Employment Rights Act 1996 are given in Schedule I.
13.2. Accrued rights
The expiration or termination of this Agreement however arising shall
not operate to affect such of the provisions of this Agreement as are
expressed to operate or have effect after then and shall be without
prejudice to any accrued rights or remedies of the parties.
13.3. Proper Law
The validity construction and performance of this Agreement shall be
governed by the Laws of England and Wales.
13.4. Acceptance of Jurisdiction
All disputes claims or proceedings between the parties relating to the
validity construction of performance of this Agreement shall be
subject to the non exclusive jurisdiction of the High Court of Justice
in England and Wales to which the parties irrevocably submit.
13.5. Notices
Any notices to be given by a party under this agreement must be given
by delivery at or sending first class post or other faster postal
service or telex facsimile transmission or other means of
telecommunication in permanent written form to the last known postal
address or relevant telecommunications number of the other party.
Where notice is given sending in a prescribed manner it shall be
deemed to have been received by the addressee. To prove the giving of
a notice it shall be sufficient to show it was despatched. A notice
shall have effect from the sooner of it's actual or deemed receipt by
the addressee.
13.6. Each provision of this deed is independent and severable from the
remaining provisions and enforceable accordingly. If any provision of
this deed shall be unenforceable for any reason but would be
enforceable if part of the wording therefor were deleted, it shall
apply with such deletions as may be necessary to make it enforceable.
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IN WITNESS WHEREOF THE COMPANY AND THE EXECUTIVE HAVE EXECUTED THIS DOCUMENT AS
A DEED THE DAY AND YEAR FIRST BEFORE WRITTEN
Signed by the Executive )
and delivered as a Deed )----------------------
in the presence of: )
-----------------------------
Witness
Signed and delivered as )
a deed by )----------------------
(Director) and by )
(Director/Secretary) )
for and on behalf of the )----------------------
Company in the presence of: )
-----------------------------
Witness
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SCHEDULE 1
PART 1 EMPLOYMENT RIGHTS ACT 1996 ACT
The following information is given supplemental to the information given in the
body of this Agreement in order to comply with the requirements of the Act
1. The Executives employment with the Company commenced on 1st July 1997
2. The normal working hours are from 9.00 am to 5.30 pm. The executive shall
be expected to fulfill such hours as may be necessary so as to properly
fulfill his duties.
3. No contracting out certificate pursuant to the provisions of the Social
Security pension Act 1975 is held by the Company in respect of the
Executives employment.
The Executive is subject to the Company's Disciplinary Rules and Procedures
which will be in accordance with ACAS code of practise.
If the Executive has any grievance relating to his employment (other than
one relating to a disciplinary decision) he should refer such grievance to
the Chairman of the Board and if the grievance is not resolved by
discussion with him it will be referred to the Board for resolution.
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SCHEDULE 2
TRUST AND CONFIDENCE AGREEMENT
TRUST AND CONFIDENCE AGREEMENT
Dated the 1st day of July 1997
PARTIES:
"The Company": MSU (UK) Limited whose registered office is at Elder House,
526 to 528 ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇.
"The Executive": ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇.
1. DEFINITIONS
In this Deed, the following phrases shall, unless the context requires
otherwise, have the following meanings:
1.1 "Businesses" means all and any trades or other commercial activities of
the Company or any Group Company:
1.1.1 with which the Executive shall have been concerned or involved
to any material extent at any time during his appointment by the
Company which the Company or any Group Company shall carry on with a
view to profit; or
1.1.2 which the Company or any Group Company shall at the Termination
Date have determined to carry on with a view to profit in the immediate
or foreseeable future and in relation to which the Executive shall at
the Termination Date possess any Confidential Business Information.
1.2 "Company Invention" means any improvement, invention or discovery made
by the Executive which applying the provisions of Section 39 of the
Patents ▇▇▇ ▇▇▇▇ in the determination of ownership is, as between the
parties, the property of the Company.
1.3 "Confidential Business Information" means all and any Corporate
Information, Marketing Information, Technical Information and other
information (whether or not recorded in documentary form or on computer
disk or tape) to which the Company or any Group Company attaches an
equivalent level of confidentiality to any third party:
1.3.1 which the Executive shall acquire at any time during his
appointment by the Company but which does not form part of the
Executive's own stock in trade; and
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1.3.2 which is not readily ascertainable to persons not connected with
the Company or any Group Company either at all or without a significant
expenditure of labour, skill or money.
1.4 "Corporate Information" means all and any information (whether or not
recorded in documentary form or on computer disk or tape) relating to
the business methods, corporate plans, management systems, finances,
maturing new business opportunities or research and development
projects of the Company or any Group Company.
1.5 "Customer" means any person firm or company who or which shall at the
Termination Date be negotiating with the Company or any Group Company
for the supply of any Restricted Products or the provision of any
Restricted Services or to whom or which the Company or any Group
Company shall at any time during the period of one year prior to the
Termination Date have supplied any Restricted Products or provided any
Restricted Services.
1.6 "Group Company" means any company which for the time being is a company
having an ordinary share capital (as defined in Section 832 of the
Income and Corporation Taxes Act 1988) of which not less than 25 per
cent is owned directly or indirectly by the Company or its holding
company applying the provisions of Section 838 of the Income and
Corporation Taxes Act 1988 in the determination of ownership.
1.7 "Marketing Information" means all and any information (whether or not
recorded in documentary form or on computer disk or tape) relating to
the marketing or sales of any past, present or future product or
service of the Company or any Group Company including, without
limitation, sales targets and statistics, market share and pricing
statistics, marketing surveys and plans, market research reports, sales
techniques, price lists, discount structures, advertising and
promotional material, the names, addresses, telephone numbers, contact
names and identities of customers and potential customers of any
supplies and potential suppliers to the Company or any Group Company,
the nature of their business operations, their requirements for any
product or service sold to or purchased by the Company or any Group
Company and all confidential aspects of their business relationship
with the Company or any Group Company.
1.8 "Material Interest" means:
1.8.1 the holding of any position as director, officer, employee,
consultant, partner, principal or agent;
1.8.2 the direct or indirect control or ownership (whether jointly or
alone) of any shares (or any voting rights attached to them) or
debentures save for the ownership for investment purposes only of not
more than three per cent of the issued ordinary shares of any company
whose shares are listed on any Recognised Investment Exchange (as
defined in Section 207 of the Financial Services Act 1986); or
1.8.3 the direct or indirect provision of any financial assistance.
1.9 "Restricted Area" means the United Kingdom
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1.10 'Restricted Products' means all and any products of a kind which shall be
dealt in, produced, marketed or sold by the Company or any Group Company
in the order course of the Business.
1.11 'Restricted Services' means all and any services of a kind which shall be
provided by the Company or any Group Company in the ordinary course of
the Business.
1.12 'Technical Information' means all and any trade secrets, secret formulae,
processes, inventions, designs, know-how, discoveries, technical
specifications and any other technical information (whether or not
recorded in documentary form or on computer disk or tape) relating to the
creation, production or supply of any past, present or future product or
service of the Company, or any Group Company. 1.13 'Termination Date'
means the date on which the Executive shall cease to work in any of the
Businesses.
2. ACKNOWLEDGEMENTS BY THE EXECUTIVE
The Executive acknowledges:
2.1 That the Company and each Group Company possesses a valuable body of
Confidential Business Information;
2.2 That the Company will give him access to Confidential Business
Information in order that he may carry out the duties of his appointment;
2.3 That the duties of his appointment include, without limitation, a duty of
trust and confidence and a duty to act at all times in the best interests
of the Company.
2.4 That the Company requires all its senior employees to accept restrictions
which are similar to those set out in clause 3 and 4 for its and each of
their mutual protection.
2.5 That his knowledge of Confidential Business Information directly benefits
him by enabling him to perform his management duties.
2.6 That the disclosure of any Confidential Business Information to any
customer or actual or potential competitor of the Company or any Group
Company would place such a company at a serious competitive disadvantage
and would cause immeasurable (financial and other) damage to the
Businesses.
2.7 That if, on leaving the employment of the Company, he was to hold any
Material Interest in a Customer or any actual or potential competitor of
the Company or any Group Company, it would place such company at a
serious competitive disadvantage and would cause immeasurable (financial
and other) damage to the Businesses.
3. OBLIGATIONS DURING EMPLOYMENT
3.1 Inventions
3.1.1 If at any time during his appointment the Executive (whether alone
or with any other person or persons) makes any invention which relates
either directly or indirectly to the business of the Company or any Group
Company, the Executive shall promptly disclose to the Company full
details, including drawings and models, of such
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invention to enable the Company to determine whether or not it is a
Company Invention.
3.1.2 Decisions as to the patenting and exploitation of any Company
Invention shall be at the sole discretion of the Company.
3.1.3 The Executive irrevocably appoints the Company to be his attorney
in his name and on his behalf to execute documents, to use the
Executive's name and to do all things which may be necessary or desirable
for the Company to obtain for itself or its nominee the full benefit of
the provisions of clause 3.1.3 and a certificate in writing signed by any
Director or the Secretary of the Company that any instrument or act falls
within the authority hereby conferred shall be conclusive evidence that
such is the case so far as any third party is concerned.
3.2 Copyright etc.
3.2.1 The Executive shall promptly disclose to the Company all copyright
works or designs originated, conceived, written or made by him alone or
with others (except only those works originated, conceived, written or
made by him wholly outside his normal working hours which are wholly
unconnected with his appointment) and shall hold them in trust for the
Company until such rights shall be fully and absolutely vested in the
Company.
3.2.2 The Executive hereby assigns to the Company by way of future
assignment all copyright, design right and other proprietary rights (if
any) for the full term thereof throughout the World in respect of all
copyright works and designs originated, conceived, written or made by the
Executive (except only those works or designs originated, conceived,
written or made by the Executive wholly outside his normal working hours
which are wholly unconnected with his appointment) during the period of
his appointment by the Company.
3.2.3 The Executive hereby irrevocably and unconditionally waives in
favour of the Company any and all moral rights conferred on him by
Chapter IV of Part I of the Copyright Designs and Patents ▇▇▇ ▇▇▇▇ for
any work in which copyright or design right is vested in the Company
whether by clause 3.2.2 or otherwise.
3.2.4 The Executive shall, at the request and expense of the Company, do
all things necessary or desirable to substantiate the rights of the
Company under clauses 3.2.2 and 3.2.3.
3.3 Share Dealings
3.3.1 The Executive shall comply, where relevant, with every rule of law,
every requirement of the Securities and Exchange Commission and every
regulation of the Company from time to time in force in relation to
dealings in shares, debentures or other securities of the Company or any
Group Company and unpublished price sensitive information affecting the
shares, debentures or other securities of any other company and, in
relation to overseas dealings, the Executive shall also comply with all
laws of the state and all regulations of the stock exchange, market or
dealing system in which such dealings take place.
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3.3.2 The Executive shall not (and shall procure so far as he is able
that his spouse shall not) deal or become or cease to be interested
(within the meaning of Part I of Schedule XIII to the Companies Act 1985)
in any securities of the Company except in accordance with any Company
rules or guidelines from time to time relating to securities transactions
by directors.
3.4 Conflict of Interest
3.4.1 The Executive agrees that during the period of his appointment by
the Company, he shall:
3.4.1.1 abide by any relevant Company policy which may be brought
to the attention of the Executive from time to time;
3.4.1.2 not directly or indirectly disclose to any person, firm or
company or use other than for any legitimate purposes of the
Company or any Group Company any Confidential Business Information;
3.4.1.3 not without the Company's prior written permission hold any
Material Interest in any person firm or company which:
(a) is or shall be in competition with any of the Businesses;
(b) impairs or might reasonably be thought by the Company to
impair his ability to act at all times in the best interests
of the Company; or
(c) requires or might reasonably be thought by the Company to
require him to disclose any Confidential Business Information
in order properly to discharge his duties to or to further his
interest in such person firm or company.
3.4.1.4 Not directly or indirectly receive or obtain in respect of
any goods or services sold or purchased or other business
transacted (whether or not by him) by or on behalf of the Company
or any Group Company any discount, rebate, commission or other
inducement (whether in cash or in kind) which is not authorised by
any Company rules or guidelines from time to time and if he or any
firm or company in which he holds any Material Interest shall
obtain any such discount, rebate, commission or inducement, he
shall immediately account to the Company for the amount so
received.
3.4.1.5 Not without the prior authority of the Company remove from
the Company premises or copy or allow others to copy the contents
of any document computer disk tape or other tangible item which
contains any Confidential Business Information or which belongs to
the Company or any Group Company.
3.4.1.6 Return to the Company upon request and, in any event, at
the Termination Date, all documents, computer disks and tapes and
other tangible items in his possession or under his control which
belong to the Company or any Group Company or which contain or
refer to any Confidential Business Information.
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3.4.1.7 If so requested by the Company delete all Confidential
Business Information from any computer disks, tapes or other
re-usable material in his possession or under his control and
destroy all other documents and tangible items in his possession or
under his control which contain or refer to any Confidential
Business Information.
4. OBLIGATIONS AFTER EMPLOYMENT
The Executive shall not within the Restricted Area directly or indirectly:
4.1 For the period of 12 months after the Termination Date hold any Material
Interest in any business which is or shall be wholly or partly in
competition with any of the Businesses.
4.2 For the period of 12 months after the Termination Date, hold any Material
Interest in any person firm or company (other than those which clause 4.1
above refers) which requires or might reasonably be thought by the Company
to require him to disclose or make use of any Confidential Business
Information in order properly to discharge his duties or to further his
interest in such person, firm or company.
4.3 For the period of 12 months after the Termination Date seek in any capacity
whatsoever any business, orders or custom for any Restricted Products or
Restricted Services from any Customer.
4.4 For the period of 12 months after the Termination Date, accept in any
capacity whatsoever orders for any Restricted Products or Restricted
Services from any Customer.
4.5 At any time before or after the Termination Date, induce or seek to induce
by any means involving the disclosure or use of Confidential Business
Information any Customer to cease dealing with the Company or any Group
Company or to restrict or vary the terms upon which it deals with the
Company or any Group Company.
4.6 For the period of 12 months after the Termination Date solicit or entice
away or seek to entice away from the Company or any Group Company any
person who is and was at the Termination Date employed by the Company or
any Group Company to work in any of the Businesses as a director, senior
manager or salesperson.
4.7 At any time after the Termination Date represent himself or permit himself
to be held out by any person, firm or company as being in any way connected
with or interested in the Company or any Group Company.
4.8 At any time after the Termination Date disclose to any person, firm or
company or make use of any Confidential Business Information.
5. GENERAL
5.1 Each provision of this Deed is independent and severable from the remaining
provisions and enforceable accordingly. If any provisions of this Deed
shall be unenforceable for any reason but would be enforceable if part of
the wording thereof were deleted, it shall apply with such deletions as may
be necessary to make it enforceable.
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5.2 The Executive has given the undertakings contained in clause 3 to the
Company as trustee for itself and for each Group Company and will at the
request and cost of the Company enter into direct undertakings with any
Group Company which correspond to the undertakings in clause 4, or which
are less onerous only to the extent necessary (in the opinion of the
Company or its legal advisors) to ensure that such undertakings are valid
and enforceable.
5.3 Upon termination of the Executive's employment for any reason, the Company
may require the Executive to attend an interview which shall be conducted
by a representative of the Company at which the Company's representative
shall review with the Executive the terms of this Deed and the precise
nature of the Executive's obligations to the Company under the Deed and any
Group Company under any Deed entered into pursuant to clause 5.2 above.
Such interview shall not be held with a view to the imposition any new or
further terms.
5.4 The provisions of this Deed may be amended only by a written instrument
executed by both the Company and the Executive.
5.5 The validity, enforceability, construction and interpretation of this Deed
shall be governed by English Law.
5.6 The rights and obligations of the Company hereunder shall be transferred to
its successors and assigns. The Executive may not, however, transfer or
assign his rights or obligations under this Deed.
Signed as a Deed by )
▇▇▇▇▇ ▇▇▇▇▇▇▇ )
in the presence of )
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
.................................... ...................................
Witness
Signed and delivered as a ) /s/ ▇. ▇. ▇▇▇▇▇▇▇▇
Deed by (Director) and by ) ....................................
(Director/Secretary) for and on ) /s/ WYNFORD ▇. ▇▇▇▇▇▇▇▇
behalf of the Company in the ) ....................................
presence of )
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
....................................
Witness
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