The Employee agrees to be bound by the restrictive covenants set out in this Agreement, and further agrees that this Agreement forms part of their contract of employment with the Company.
DEFINITIONS
‘Group Company’ means Solutions 4 Health Ltd
"Restricted Business" shall mean any business or activity carried on by the Company and/or any Group Company at any time during the Relevant Period and in which the Employee shall have been directly concerned during the Relevant Period, or in respect of which they had access to confidential information.
"Restricted Client/Customer/Service User/Patient" shall mean any person, firm or company or other organisation or entity who was at any time in the Relevant Period a Client/Customer/Service User/Patient of the Company and/or any Group Company.
"Prospective Clients/Customers/Service Users/Patients" shall mean any person, firm, company or other organisation or entity who at the date of termination of the Employee's employment with the Company was engaged in negotiation with the Company and/or any Group Company with a view to engaging the Company's services.
"Relevant Period" shall mean the six month period preceding the date of termination of the Employee's employment with the Company, ending on that date.
CLAUSE 1
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NON-SOLICITATION AND NON-DEALING COVENANTS
1) Of Restricted Clients/Customers/Service Users/Patients:
The Employee shall not, during the period of six months after the date of termination of their employment with the Company, directly or indirectly on their own account or on behalf of or in conjunction with any person, firm, company or other organisation or entity either:
· conduct Restricted Business; or
· canvass or solicit or by any other means seek to conduct Restricted Business;
with any Restricted Client/Customer/Service User/Patient with whom the Employee shall have had personal and material dealings in the course of their duties during the Relevant Period, or about whom they had access to confidential information.
2) Of prospective Clients/Customers/Service Users/Patients:
The Employee shall not during the period of six months after the date of termination of their employment with the Company, directly or indirectly on their own account or on behalf of or in conjunction with any person, firm, company or other organisation or entity either:
· conduct Restricted Business; or
· canvass or solicit or by any other means seek to conduct Restricted Business;
with any Prospective Client/Customer/Service User/Patient with whom the Employee shall have had personal and material dealings in the course of their duties during the Relevant Period, or about whom they had access to confidential information.
CLAUSE 2 - CONFIDENTIALITY
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The Employee shall not make use of, divulge or communicate to any person any trade secrets or other confidential information of or relating to the Company and/or any Group Company, or that of other persons or bodies with whom the Company and/or any Group Company has dealings of any sort, which the Employee may have received or obtained, or has otherwise been acquired by them in confidence, whilst in the employment of the Company. This restriction shall continue to apply after the termination of the employee’s employment without limit in point of time but shall cease to apply to information ordered to be disclosed by a Court of competent jurisdiction or otherwise required to be disclosed by law.
Confidential information shall include but shall not be limited to 'Client/Customer/Service User/Patient information'. 'Client/Customer/Service User/Patient information' includes information relating to:
The names or addresses or telephone numbers of the Company's Clients/Customers/Service Users/Patients and/or the employees of such Clients/Customers/Service Users/Patients with whom the Company has had contact.
The requirements of such Clients/Customers/Service Users/Patients for: Health Intervention Services, Health Tests, Health Services, Information Systems, Health Management Services, Health Applications, Vaccinations, Marketing Materials, Mental Health Services, Mental Health Interventions, Social Care Services, Artificial Intelligence Services.
The Employee is to exercise reasonable care to keep safe all documentary or other material containing confidential information and shall at the time of termination of their employment with the Company, or at any other time upon demand, return to the Company any such material in their possession.
CLAUSE 3 - COPYRIGHT
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All written material, whether held on paper or electronically, original non-literary written work, such as software, web content and databases which was made or acquired by the Employee during the course of employment with the Company, is the Company's property and copyright.
At the time of termination of employment with the Company, or at any other time upon demand, the Employee shall return to the Company any such material in their possession.
CLAUSE 4
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NON-POACHING OF EMPLOYEES
The Employee shall not either during their employment with the Company or during the period of six months after the date of termination of their employment with the Company, directly or indirectly induce or seek to induce any specific roles related to your job whilst they were employed by the Company and/or any Group Company at the date of termination of the Employee's employment and with whom they had personal and material contact/dealings to leave the employment of the Company, whether or not this would constitute a breach of contract on the part of the aforementioned other employee.
CLAUSE 5
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PREVENTION OF EMPLOYMENT BY CLIENTS/CUSTOMERS/SERVICE USERS/PATIENTS
The Employee shall not during the period of six months after the date of termination of their employment with the Company directly or indirectly be engaged or employed by any Restricted Client/Customer/Service User/Patient with whom the Employee shall have had personal and material dealings in the course of their duties during the Relevant Period, or about whom they had access to confidential information.
CLAUSE 6 - INTELLECTUAL PROPERTY
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- It is anticipated that in the course of the employee’s duties they may make or discover intellectual property, and, in this respect, they have a special obligation to further the interests of the Company.
- Intellectual property includes patents, registered or unregistered trademarks and designs, utility models, copyrights, including design copyrights, applications for any of the foregoing and the right to apply for them in any part of the world, discoveries, creations, inventions or improvements upon or additions to an invention, confidential information, know-how and any research relating to the above, business names, whether registerable or not, moral rights and any similar rights in any country.
- Subject to the provisions of the Patents Act 1977 and the Copyright, Designs and Patents Act 1988, if any time during the employee’s employment they make or discover or participate in the making or discovery of any intellectual property relating to or capable of being used in the business carried on by the Company, the employee must communicate the details forthwith to the Company and such intellectual property will be the absolute property of the Company. At the Company’s request and expense, the employee must give and supply all such information, data, drawings and assistance as may be necessary to enable the Company to exploit the intellectual property to best advantage, and must execute all documents and do such things as may be necessary or desirable for obtaining patent and other protection for the intellectual property in such parts of the world as may be specified by the Company and for vesting the same in our Company or as they may direct.
- The employee irrevocably appoints the Company in their name and on their behalf to sign and execute such instruments and do such things and generally to use their name for the purposes of giving to the Company (or their nominees) the full benefit of the provisions of this clause. A certificate in writing signed by the Company that an instrument or act falls within the authority conferred by this clause will be conclusive evidence that such is the case.
- If while in the employment of the Company the employee makes, or discovers intellectual property which does not become the property of the Company then, subject to the provisions of the Patents Act 1977, the Company will have the right to acquire for themselves or their nominee the employee’s right therein on fair and reasonable terms, to be agreed or settled by a single arbitrator appointed by the President of Chartered Institute of Arbitrators who shall adjudicate at our joint expense.
- The rights and obligations arising under this clause will continue to have full force and effect after the employee’s employment has terminated and will be binding upon their representatives.
CLAUSE 7 - SOCIAL MEDIA
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The Company uses social networking sites to further the development of the Company’s business and/or any Group Company on a global basis and the Company provides access for employees to these sites solely for the purpose of promoting the Company’s services, products, and business. Any work, material or contact list created by the Employee in respect of such social networking sites obtained during the course of employment with the Company and/or any Group Company always remains the property of the Company and/or any Group Company. Upon termination of employment the Employee covenants to hand over the access rights to all lists containing work, material and contact lists obtained via the social media outlets under the heading of the Company and/or any Group Company in order that these can be deleted. This restriction will continue to apply following termination of employment without limit in point of time but shall cease to apply to information ordered to be disclosed by a Court of competent jurisdiction or otherwise required to be disclosed by law.
SEVERABILITY CLAUSE
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Each of the restrictions contained in this Restrictive Covenant Agreement is intended to be separate and severable. In the event that any of the restrictions set out above shall be held to be void, then its/their deletion shall not affect the remainder of this Agreement, whose restrictions shall continue to apply with such deletion as may be necessary to make it valid and effective. Should this restrictive covenant need to be enforced it will be treated as a civil matter and taken through the civil courts.