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Exhibit 10.7
DATED 1998
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REYNARD MOTORSPORT LIMITED (1)
- and -
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ (2)
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AGREEMENT
for service as
Managing Director
(United Kingdom)
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Davies ▇▇▇▇▇▇ ▇▇▇▇▇▇
London
Tel: ▇▇▇▇ ▇▇▇ ▇▇▇▇
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CONTENTS
CLAUSE HEADING PAGE
1. Interpretation............................................................................................1
2. Appointment And Term......................................................................................2
3. Duties....................................................................................................3
4. Remuneration..............................................................................................4
5. Benefits ...............................................................................................4
6. Expenses ...............................................................................................5
7. Other Interests...........................................................................................5
8. Holiday ...............................................................................................6
9. Sickness/Accident.........................................................................................6
10. Intellectual Property.....................................................................................7
11. Non-Disclosure Of Confidential Information................................................................8
12. Termination Of Appointment................................................................................8
13. Duties Upon Termination..................................................................................10
14. Non-Competition..........................................................................................10
15. Reconstruction...........................................................................................12
16. Disciplinary And Grievance Procedures....................................................................12
17. Prior Arrangements.......................................................................................12
18. Notices And Proceedings..................................................................................12
19. Benefit Of Agreement.....................................................................................13
20. Accrued Rights...........................................................................................13
21. General .................................................................................................13
22. Governing Law And Jurisdiction...........................................................................14
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AGREEMENT dated 1998
(1) REYNARD MOTORSPORT LIMITED (Company no 2843803) whose registered office is
at ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ("the
Company"); and
(2) ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ of c/▇ ▇▇▇▇▇▇▇ Motorsport Limited aforesaid ("the
Executive").
NOW IT IS HEREBY AGREED as follows:-
1. INTERPRETATION
In this Agreement and in the Schedules hereto unless the context otherwise
requires:-
1.1 The following words and expressions shall bear the following meanings:-
"BAR" British American Racing Limited;
"BAR CONSULTANCY DEED" a Deed dated 27 November 1997 made between BAR (1)
RF1 (2) the Executive (3) in connection with the provision of services by
RF1 to BAR;
"THE BOARD" the Board of Directors for the time being of the Company
(including any duly constituted committee thereof);
"THE BUSINESS"
(1) the business of BAR, being the business of owning and running a
Formula One racing car team which shall compete in the FIA Formula One
Grand Prix Championship and designing, developing, manufacturing and
maintaining Formula One racing cars for such team; and/or
(2) the business of the Company being the design and manufacture of racing
cars and racing car components and consultancy services to the
automotive and transportation industries;
"COMPETING BUSINESS" any business which competes with the Business and
which includes any business supporting the manufacture, promotion or
marketing of tobacco products other than those of British - American
Tobacco Company Limited ("BAT") and Connected Persons of BAT and any
anti-smoking campaign or products of any other activity inconsistent with
the
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manufacture, promotion or marketing of tobacco products of BAT or Connected
Persons of BAT;
"CONNECTED PERSON" any person with which the Executive is connected (as
determined by section 839 of the Income and Corporation Taxes Act 1988);
"THE GROUP" the Company and all Group Companies from time to time;
"GROUP COMPANY" the Company and every company which is for the time being
directly or indirectly a subsidiary of the Company or which is a holding
company of the Company or a subsidiary of any such holding company as such
phrases are defined in s736 of the Companies ▇▇▇ ▇▇▇▇;
"RF1" Reynard Formula 1 Limited, a wholly owned subsidiary of the Company;
"TERRITORY" the United Kingdom.
1.2 Words denoting the singular number shall include the plural and vice versa.
1.3 Words denoting any gender shall include all genders.
1.4 References to persons shall include corporations and other associations or
bodies of persons whether or not incorporated and any government, state or
agency of a state whether or not any of the foregoing has any separate
legal personality.
1.5 Any reference to a statute or statutory provision shall be construed as
including a reference to any statutory modification, consolidation or
re-enactment (whether before or after the date hereof) from time to time
and shall include reference to any provision of which it is a re-enactment
(whether with or without modification).
1.6 Clause headings are for ease of reference only and shall not affect the
construction or interpretation of this Agreement.
2. APPOINTMENT AND TERM
2.1 Subject to earlier termination by the Company at any time pursuant to the
provisions of Clauses 2.2, 9 or 12 the Executive shall serve the Company in
the Territory as Chairman subject to the provisions of this Agreement from
the date hereof until 31st December 2001 and continuing thereafter subject
to not less than six months notice of termination by the Company or the
Executive such notice not to expire prior to 31st December 2001.
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2.2 Notwithstanding the provisions of clause 2.1, this Agreement may be
terminated by not less than three months' notice from the Company following
termination or notice of termination (for any reason) of the BAR
Consultancy Deed. In the event of termination of the BAR Consultancy Deed
without the Company exercising its right to terminate under this clause the
Executive's remuneration may be reviewed and revised by the Company to take
account of the revised circumstances (including the cessation of payments
to RF1 under the BAR Consultancy Deed).
2.3 During the continuance of his appointment hereunder the Executive shall
well and faithfully serve the Company and all Group Companies for which he
may be required to perform services and use his best endeavours to promote
the interests of the Company and the Group and devote so much of his time
and attention as may be necessary to the proper performance of his duties
hereunder.
2.4 During the time that the Executive is performing his duties he shall at the
Company's request perform services for RF1 for such number of working days
per annum as are required to enable that Company to discharge its duties
under the BAR Consultancy Deed.
3. DUTIES
3.1 The Executive shall within the Territory perform such duties and exercise
such powers and discretions consistent with the position to which he is
appointed hereunder or with his status qualifications and experience as the
Board may from time to time reasonably delegate to him including but not
limited to:
3.1.1 being the Managing Director of the Company in respect of its business
in the United Kingdom; and
3.1.2 the duties and responsibilities within the Territory of "the
Executive" set out in the BAR Consultancy Deed;
in every case on such terms and conditions and subject to such restrictions
as the Board or (pursuant to the BAR Consultancy Deed) the Board of
Directors of BAR as the case may be may from time to time reasonably
impose.
3.2 The Executive shall in the performance of his duties hereunder and without
further remuneration (except as otherwise agreed) act also as a director,
officer or employee of any other Group Company as the Board may require and
shall carry out the duties attendant on any such appointment as if they
were duties to be performed by him on behalf of the Company hereunder.
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3.3 The Executive shall whenever required to do so fully and promptly give to
the Board or the Board of Directors of BAR (in respect of duties pursuant
to the BAR Consultancy Deed) such explanations information and assistance
as the Board or the Board of Directors of BAR may require of all
transactions and affairs relating to the Company and every Group Company in
or on which he is from time engaged or for which he is from time to time
responsible and BAR.
3.4 The Executive's employment shall be based at Bicester, Brackley or at such
other location in the Territory as the Board may from time to time deem
appropriate and notify to the Executive. The Executive shall if called upon
to do so and without any further remuneration than is mentioned herein (but
subject to reimbursement of his reasonable travel expenses incurred in
connection therewith) undertake such travel and perform such duties in any
part of the Territory as the Board may think fit and as the Company's
and/or any Group Company's business may dictate and, without prejudice to
the generality hereof, as is required properly to fulfil the duties of RF1
within the Territory under the BAR Consultancy Deed.
4. REMUNERATION
4.1 The Company shall pay to the Executive by way of remuneration for the
proper performance of his duties hereunder a fixed salary at the rate of
Three hundred and seventy five thousand US dollars ($375,000) per annum
such salary to be deemed to accrue from day-to-day and to be payable by
equal monthly instalments (less tax and other appropriate deductions) in
arrears on or about the last day of the month;
4.2 Such remuneration shall (without obligation) and subject to clause 2.2 be
reviewed annually.
4.3 If the Executive receives, directly or indirectly, any benefit from BAR
(other than pursuant to this Agreement) whether by way of additional
remuneration or "benefit in kind", he shall notify the Company of the same
and (save to the extent dealt with under any other agreement between the
Executive and the Company) an amount equal to the fair value of the same
shall be deducted from the Executive's remuneration hereunder either in the
month following his receipt of such benefit (in the case of a "one off"
benefit) or on a monthly basis for the duration of the benefit (in the case
of a continuing benefit). In the event of any difference between the
Company and the Executive as to the value of such a benefit, the same shall
be referred to the Company's auditors whose decision shall be final and
binding on the parties.
5. BENEFITS
5.1 Motor Car
To assist the Executive in the performance of his duties hereunder the
Company shall procure that the Director is provided with a motor car of a
type considered by the Board to be consistent with the status of the
Executive and shall pay all taxation insurance premiums and
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running and other expenses in connection therewith including maintenance
and repairs (but not any taxation imposed upon the Executive personally by
reason of the provision of such car for his use). The Executive shall be
entitled to use such car for his private purposes and the Company shall
meet the running expenses (including petrol and oil costs) in respect of
such private use (save for petrol and oil costs on private or personal
travel outside the United Kingdom which shall be paid for by the
Executive). Such car shall at all times remain the property of the Company
or of a Group Company (as the case may be) and the Executive shall comply
with any regulations issued by the Company from time to time concerning
motor cars provided for the use of employees and as and when reasonably so
required submit the car and his own driving licence for inspection by the
Board or such agent as the Board may specify.
5.2 Pension
There is a pension scheme (including life assurance benefits) operated by
or for the Group known as The Reynard Directors' Pension Scheme of which
the Executive is entitled to be a member. Particulars of the scheme are
contained in the booklet which has already been supplied to the Executive
and of the contents of which he shall accordingly be deemed to have actual
notice.
The Company will make a monthly contribution into such Scheme equivalent to
the amount contributed by the Executive into such Scheme with a limit in
the case of the Company's contribution to ten percent (10%) of the
Executive's aggregate remuneration from the Company under this Agreement
and any other service agreement between the Executive and the Company.
5.3 Private Medical Insurance
The Executive is entitled to the benefit of the Company's private medical
insurance scheme from time to time.
5.4 Permanent Health Insurance
The Company shall reimburse the Executive for premiums paid by him in
respect of a permanent health insurance scheme subject to review from time
to time by the Board.
6. EXPENSES
In addition to the salary payable hereunder there shall be reimbursed to
the Executive such sums as shall cover all expenses properly and reasonably
incurred by him in the performance of his duties hereunder on production of
the relevant receipts or other evidence of payment therefor satisfactory to
the Company including expenses of entertainment subsistence and travelling.
7. OTHER INTERESTS
During the continuance of this appointment and for the period of one year
following the termination of this Agreement the Executive and his Connected
Persons shall not directly or indirectly carry on or be engaged or
interested in any Competing Business PROVIDED THAT nothing in this Clause
shall prevent the Executive holding or owning for bona fide investment
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purposes not more than three per cent of any class of stocks shares or
debentures quoted or dealt in on the London Stock Exchange.
8. HOLIDAY
In addition to normal bank and public holidays the Executive shall be
entitled to 15 working days holiday with pay in each year (running 1
October to 30 September) (in addition to any holiday entitlement pursuant
to any other agreement with the Company) to be taken at such times and in
such periods as shall be mutually agreed between the Executive and the
Company and which are consistent with the proper performance of the duties
of the Executive hereunder. Where the Executive is employed for part of a
year only, he will be entitled to paid holiday pro rata to the number of
completed weeks worked by him in the relevant year.
9. SICKNESS/ACCIDENT
9.1 Without prejudice to the following provisions of this Clause 9 or of Clause
2.1 if the Executive becomes incapable of carrying out his duties hereunder
because of illness or other incapacity he shall on the production of a
medical certificate or other evidence satisfactory to the Board (the Board
reserving the right to require the Executive to be examined by a doctor
nominated by the Board) be entitled to receive:
9.1.1 the Executive's salary at the rate determined pursuant to Clause 4
(inclusive of any sickness benefit statutory sick pay or
allowance or other injury or disablement benefit to which the
Executive may be entitled whether or not claimed) during a
continuous period or an aggregate of three months in any period
of 12 months;
9.1.2 one half of the Executive's salary at the rate determined pursuant
to Clause 4 (inclusive of any sickness benefit, statutory sick
pay or allowance or other injury or disablement benefit to which
the Executive may be entitled whether or not claimed) during a
continuous period or an aggregate of over three months but less
than six months in any period of 12 months;
9.1.3 on the expiry of such period (aggregate or continuous) of six months
referred to in Clause 9.1.2 if the Executive remains incapable of
carrying out his duties hereunder because of illness or incapacity
(while such illness or incapacity continues) such salary as the
Board may absolutely determine.
9.2 If the Executive shall be incapacitated by illness or accident for a
continuous period or an aggregate period of six months in any period of 12
months at any time during the subsistence of this appointment the Company
may terminate the appointment of the Executive hereunder forthwith and
thereupon the Executive shall have no claim against the Company in respect
of such termination.
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10. INTELLECTUAL PROPERTY
10.1 As part of, and in the normal course of, his duties under the Agreement,
the Executive will be concerned to carry on research into and development
of the processes, products, designs, equipment, techniques and projects
from time to time used, made or undertaken by the Company or any Group
Company or which could be used, made or undertaken by them, and to invent,
discover, design, develop or improve processes, products, designs,
equipment and techniques for the benefit of and for use by the Company and
any Group Company.
10.2 If the Executive in the course of his normal duties or other duties
specifically assigned to him (whether or not during normal working hours)
either alone or in conjunction with any other person:
10.2.1 originates any design (whether registrable or not) or other work in
which copyright or design right may subsist; and/or
10.2.2 makes, discovers or produces any invention, process or development
he shall forthwith disclose the same to the Company and shall (subject to
sub-clauses 10.3, 10.4 and 10.5) regard himself in relation thereto as a
trustee for the Company.
10.3 The Executive hereby assigns wholly and absolutely the copyright, future
copyright, design right and future design right and other proprietary
rights if any for the full term thereof throughout the world in respect of
all copyright works written, originated, conceived or made by the Executive
(except only those copyright or design right works written, originated,
conceived or made by it or him wholly outside the performance of his duties
hereunder) during the period of this Agreement to hold absolutely including
the right to ▇▇▇ for damages for past infringements.
10.4 The Executive acknowledges that, for the purposes of section 2(1) of the
Registered Designs ▇▇▇ ▇▇▇▇ as amended by the Copyright Designs and Patents
▇▇▇ ▇▇▇▇, the Company shall be treated as the original proprietor of a
design, where such design is created by him in the course of the
performance of his duties hereunder.
10.5 Any such invention, process or development will be the absolute property of
the Company (except to the extent, if any, provided otherwise by section 39
of the Patents Act 1977) and the Executive will, if and when required by
the Company (whether during the continuance of this Agreement or
afterwards) and at its expense, apply, or join with the Company in
applying, for letters patent or other protection in any part of the world
for any invention process or development.
10.6 The Executive agrees and undertakes that he will execute such deeds or
documents and do all such acts and things as may be necessary or desirable
or substantiate and maintain the rights of
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the Company in respect of the matters referred to in sub-clauses 10.2 to
10.5 inclusive at the Company's request and expense.
10.7 The Executive irrevocably appoints the Company as his attorney in his name
and on his behalf to execute all documents and do all things required in
order to give full effect to the provisions of this clause.
11. NON-DISCLOSURE OF CONFIDENTIAL INFORMATION
11.1 The Executive shall not at any time either during or after the termination
of this Agreement unless otherwise required to do so by law divulge or
communicate to any person or persons except to those of the officials of
the Company whose province it is to know the same or turn or seek to turn
to the personal use or advantage of the Executive or any third party any of
the secrets or any other information of whatsoever nature which may be in
his possession or which he may receive or obtain in relation to the
dealings transactions or affairs of any company within the Group or of BAR
or the identity of those with whom any such company conducts business or
their dealings transactions or affairs (including but not limited to
information relating to the Business or finances, assets, liabilities,
dealings, transactions, know-how, drivers, team sponsors, sub-sponsors,
suppliers, customers, processes or affairs of BAR) or in relation to the
working of any process or invention or method of carrying on business which
is carried on or used or employed by any such company or which he may make
or discover at any time during the subsistence of his appointment hereunder
or use or attempt to use any such secrets knowledge or other information in
any manner which may injure or cause loss whether directly or indirectly to
any such company as aforesaid or use his personal knowledge of or influence
over any customers clients suppliers or contractors of or to any such
company so as to take advantage of that company's trade or business
connections and shall at all times use his best endeavours to prevent
disclosure or publication of such secrets and information.
11.2 The provisions of this Clause shall continue to apply after the termination
of this Agreement but shall cease to apply to any information or knowledge
which may at any time come into the public domain other than through an
unauthorised disclosure.
11.3 The Executive shall not during the subsistence of his appointment hereunder
or upon any termination (howsoever arising) make otherwise than for the
benefit of any Group Company any notes or memoranda relating to any Group
Company or its business all of which shall in any event belong to the Group
and/or the particular company concerned.
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12. TERMINATION OF APPOINTMENT
12.1 If the Executive shall:-
12.1.1 be guilty of any serious or wilful or persistent breach or breaches
or non-observance of any of the provisions of this Agreement
which if capable of remedy is not remedied within 21 days of
being required to do so (including those of Clause 3.3) or refuse
or fail to carry out any of the duties assigned to him hereunder;
or
12.1.2 be guilty of conduct which in the opinion of the Board is
detrimental to the reputation or interests of the Company or any
other Group Company; or
12.1.3 become or be adjudicated bankrupt or have a petition for bankruptcy
presented against him or enter into any arrangement or composition
with his creditors or become a patient as defined in the Mental
Health ▇▇▇ ▇▇▇▇ or become disqualified by law from being a director
of or taking part in the management of the Company or any relevant
Group Company; or
12.1.4 be found guilty of any criminal offence other than an offence which
in the reasonable opinion of the Board does not affect his position
as a director of the Company;
12.1.5 absent himself from the performance of his duties without just cause
or permission;
the Company may in any such case (without prejudice to any claims which the
Company may have in respect of the Executive's employment) by written
notice to the Executive summarily terminate the Executive's employment
hereunder without any payment in lieu of notice or otherwise and the
Executive shall have no claim against the Company for damages or otherwise
by reason of such termination nor shall any delay by the Company in
exercising such right of termination constitute any waiver of it.
12.2 The Company reserves the right to make payments in lieu of any notice
required to be given under this Agreement and any payment so made in lieu
of notice will have PAYE income tax and class 1 national insurance
contributions deducted at source.
12.3 The Company also reserves the right to require the Executive to remain away
from work during his notice period as the Board may consider appropriate
and if the Company so requires the Executive to remain away from work
during his notice period (whether notice shall have been given by the
Executive or the Company) the Executive will be required to comply with any
and all conditions laid down by the Company and (without prejudice to the
foregoing) whilst on full pay during such time will not be permitted to
work for any other person or on his own behalf without the prior written
consent of the Board.
12.4 Should the Executive leave without notice or during any notice period
without the prior consent of the Board the Company reserves the right to
deduct from or set off against any monies due to the Executive from the
Company (whether by way of salary, bonus, accrued holiday pay,
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expenses or otherwise) a sum or sums equal to the aggregate of a day's pay
for each day not worked during the notice period and any monies due
(howsoever) from the Executive to the Company.
13. DUTIES UPON TERMINATION
Upon termination of this Agreement for whatever reason and howsoever
arising or effected the Executive shall forthwith (and in any event not
later than seven days after such termination):-
13.1 deliver up to the Board all documents statistics accounts memoranda papers
records and other items of whatsoever nature or description which may be in
his possession or control and relate in any way to the business or affairs
of any Group Company or BAR (howsoever the same may have come into his
possession and whether or not they or any of them may have been prepared by
him) and no such documents or other items as aforesaid nor any part or copy
thereof shall be retained by him; and
13.2 resign (without any right to claim for compensation or damages for loss of
such office or appointment) from the office of director and from any other
office or appointment held by him in the Company and any Group Company.
14. NON-COMPETITION
14.1 Subject as hereinafter provided after the termination of his employment
hereunder (howsoever arising or effected) the Executive shall not either on
his own behalf or on behalf of any Connected Person whether directly or
indirectly for a period of one year:-
14.1.1 be engaged or interested or concerned directly or indirectly in the
provision of any services of a type provided by the Company at
any time during the period of 12 months prior to the date of such
termination in a way which competes with the Company;
14.1.2 directly or indirectly solicit canvass or approach on behalf of a
competing business any person who at the date of such termination
or any time during the period of 12 months prior to the date of
such termination was:-
(a) a customer or client with whom the Executive had in such
period any dealings or other involvement on behalf of the
Company or BAR; or
(b) to the Executive's knowledge negotiating with the Company or
BAR for the supply of goods or services.
14.1.3 in relation to any Competing Business directly or indirectly accept
the custom of any person who at the date of such cessation or at
any time within the period of 12
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months prior to the cessation was a customer or client of the
Company or BAR or who was a prospective customer or client and of
whose prospective associations the Executive was aware.
14.2 The Executive shall not at any time after ceasing to be employed
hereunder:-
14.2.1 interfere or seek to interfere with the continuance of supplies (or
the terms of such supplies) to the Company from any suppliers who
supply or have been supplying goods materials or services to the
Company at any time during the period of 12 months prior to such
cessation;
14.2.2 procure or assist in the commission of acts which if done by the
Executive would be in breach of the terms of this Agreement;
14.2.3 make any untrue statement in relation to the Company and in
particular shall not represent himself as being in any way
employed by connected with or interested in or knowledgeable
about the business of the Company.
14.3 The Executive agrees that both during and for a period of three years
following termination or expiry of this Agreement he will not at any time
solicit or entice away or endeavour to solicit or entice away (either alone
or jointly with any other person), any person employed by the Company in an
executive, technical or sales capacity with a view to inducing that person
to leave his employment or office with the Company or any Group Company and
to act for another employer in the same or a similar capacity.
14.4 Without prejudice to the foregoing provisions of clause 14 the Executive
will comply with the restrictions in clause 7 of the BAR Consultancy Deed
and will enter into such direct agreement with BAR in respect of the same
as it may reasonably require.
14.5 The covenants contained in Clauses 14.1.1, 14.1.2, 14.1.3, 14.2.1, 14.2.2,
14.2.3, 14.3 and 14.4 shall be construed as and are separate covenants one
from another.
14.6 The Executive acknowledges and agrees that the restrictions set out in this
Clause 14 are reasonable in all the circumstances and will not prevent him
from earning his livelihood.
14.7 If any covenant or restriction set out in this Clause 14 or any part
thereof is or would be held to be invalid or unenforceable or void but
would not be so held if modified or varied then such provision shall apply
with such modification or variation as may be necessary to make it valid
and effective.
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15. RECONSTRUCTION
If before the expiration of this Agreement or any extension hereof the
appointment of the Executive hereunder shall be determined by reason of
reconstruction or amalgamation whether by winding-up of the Company or
otherwise and the Executive shall be offered immediate employment with any
company resulting from or formed or acquired in connection with such
reconstruction or amalgamation of a similar nature to that hereby agreed on
terms no less favourable to him than those herein contained then the
Executive shall have no claim against the Company for compensation or
damages or otherwise howsoever arising out of such determination.
16. DISCIPLINARY AND GRIEVANCE PROCEDURES
There are no specific disciplinary rules applicable to the Executive's
employment. If the Executive is dissatisfied with any disciplinary decision
taken in relation to him or has any grievance relating to his employment he
should submit particulars in writing to the Board who will endeavour to
resolve it to the satisfaction of the Executive and the Company but in the
event of any failure to achieve such outcome the decision of the Board
shall be final.
17. PRIOR ARRANGEMENTS
The Executive hereby covenants with the Company that he is not a party to
any agreement or arrangement (formal or informal legal or moral) such as
will or might preclude him from entering into this Agreement or performing
any of his obligations hereunder.
18. NOTICES AND PROCEEDINGS
18.1 Any notice under this Agreement shall be in writing and be signed by or on
behalf of the party giving it.
18.2 Any such notice may be served by leaving it at or sending it by facsimile
e-mail prepaid recorded delivery or registered post to the address and for
the attention of the relevant party as set out in this Agreement or as
otherwise notified from time to time in accordance with the provisions of
this Clause.
18.3 In the event of any action or proceedings (including arbitration
proceedings) being begun pursuant to or in respect of this Agreement the
parties hereto agree that service of the process by which the action or
proceedings is or are begun and of any and all other documents relating to
such action or proceedings shall (without however preventing any party from
utilising such other modes of service as may for the time being be
permitted by the Rules of the Supreme Court 1965 or any amendment or
reissue thereof) be full and proper if effected in the manner and at the
address prescribed by the provisions of this Clause relating to notices.
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18.4 Any notice and/or any document relating to any action or proceedings
(including an originating process) so served by facsimile e-mail or post
shall be deemed to have been received:-
18.4.1 in the case of facsimile or e-mail 12 hours after the time of
despatch provided (in the case of facsimile) an error-free
transmission report or (in the case of e-mail) no error message
indicating failure to deliver has been received by the sender;
and
18.4.2 in the case of recorded delivery or registered post 24 hours from
the time of posting if from and to an address in the United
Kingdom or Northern Ireland or five days from the time of posting
if from or to an address elsewhere.
19. BENEFIT OF AGREEMENT
This Agreement shall be binding on and shall enure for the benefit of the
successors and assigns and personal representatives (as the case may be) of
each of the parties hereto.
20. ACCRUED RIGHTS
The termination of this Agreement howsoever caused shall be without
prejudice to any obligations or rights of any of the parties hereto which
shall have accrued prior to such termination and shall not affect any
provision of this Agreement which is expressly or by implication provided
to come into effect on or to continue in effect after such termination.
21. GENERAL
21.1 This Agreement constitutes the entire agreement between the parties hereto
in respect of the matters dealt with herein and supersedes any previous
agreement or arrangement between the parties in relation to such matters.
21.2 No variation of this Agreement shall be valid or effective unless made by
one or more instruments in writing signed by both of the parties.
21.3 No failure to exercise and no delay in exercising on the part of either of
the parties hereto any right power or privilege hereunder shall operate as
a waiver thereof nor shall any single partial exercise of any right power
or privilege preclude any other or further exercise thereof or the exercise
of any other right power or privilege.
21.4 The rights and remedies provided in this Agreement are cumulative and are
not exclusive of any rights or remedies otherwise provided by law.
21.5 Notwithstanding that any provision of this Agreement may prove to be
illegal or unenforceable the remaining provisions of this Agreement shall
continue in full force and effect.
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21.6 Any date or period mentioned in this Agreement may be extended by agreement
between the parties hereto (or such of the parties as may be affected
thereby) but subject thereto as regards any date or period (whether or not
extended as aforesaid) time shall not be of the essence of this Agreement.
21.7 This Agreement is in substitution for all previous agreements whether or
not reduced to writing between the parties hereto governing the terms and
conditions of employment of the Executive which shall be deemed to have
been terminated by mutual consent on the date upon which this Agreement is
deemed to have commenced but without prejudice to the intention of the
Company and the Executive that the employment of the Executive hereunder
shall be deemed to be a continuation of his previous employment with the
Company in the Territory.
22. GOVERNING LAW AND JURISDICTION
22.1 This Agreement shall be governed by and construed in accordance with
English Law.
22.2 Each of the parties hereto irrevocably agrees that the courts of England
and Wales shall have exclusive jurisdiction to hear and determine any suit
action or proceeding and to settle any disputes which may arise out of or
in connection with this Agreement and for such purposes irrevocably submit
to the jurisdiction of such courts.
IN WITNESS whereof the parties have executed these presents as their deed the
day and year first above written.
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EXECUTED as a DEED by )
REYNARD MOTORSPORT LIMITED )
by )
Director
Secretary/Director
SIGNED and DELIVERED )
by the said ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ )
in the presence of:- )
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