Net 1 UEPS Technologies, Inc.: Exhibit 10.81 - Filed by newsfilecorp.com






Exhibit 10.81 

NET1APPLIEDTECHNOLOGIESSOUTHAFRICA(PTY)LTD
RESTRICTIVECOVENANTSAGREEMENT

Your Information: 

	Name: 	
      Alexander Michael Ramsay Smith 

	  	
      

	Address: 	
      xxx, Johannesburg xxx South Africa 

	  	
      

	Start Date: 	
      March 1, 2018 

	  	
      

	Company: 	
      Net1 Applied Technologies South Africa (Pty) Ltd, and any
      of its subsidiaries or affiliates, together with any of its and their
      respective successors or assigns (collectively, “us,” “we,”
      “our,” or “the Company”) 

	  	
      

	Address: 	
      Net 1 UEPS Technologies, Inc. 

	  	
      President Place, 6th Floor, Cnr. Jan Smuts Avenue and
      Bolton Road 

	  	
      Rosebank, Johannesburg 2196, South Africa
  



In consideration of your employment or service with us and the
compensation we have agreed to pay you, the receipt and sufficiency of which you
acknowledge, you agree to this Restrictive Covenants Agreement (this
“Agreement”), as follows: 

1.         
This Agreement sometimes refers to your “Employment or Service.” You understand
that your “Employment or Service” means the entire period during which
you are engaged by us as a consultant or employed by us as an employee, or
otherwise providing services to us, including, all times during which you have
provided services to the Company prior to the Start Date, and all times during
and after work hours, whether you are actively employed or on any kind of leave
of absence, and whether you are engaged or employed full-time or part-time. In
addition, it is understood that Employment or Service includes all periods
commencing from the Start Date noted above, as well as any work performed for us
prior to the Start Date.

2.         
Confidential Information. You agree to hold in the strictest confidence,
not to use (except for the benefit of the Company) and not to disclose to any
person or entity (directly or indirectly) any Confidential Information that you
obtain or create during your Employment or Service, unless the Company grants
you written authorization to do otherwise.

You understand that
“Confidential Information” means all business, technical and other
proprietary information in our custody or under our control, as well as any
Company information not generally known by actual or potential competitors of
the Company or by the public generally. Such information is Confidential
Information no matter how you learned of it -- whether disclosed to you,
directly or indirectly, in writing, orally, by drawings or inspection of
documents or other tangible property or in any other manner or form, tangible or
intangible.

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You understand specifically that
Confidential Information includes, but is not limited to, the following types of
information: 

	 	• 	
      information belonging to others who have entrusted such
      information to us, as further described in Section 4 below; 

	 	  	
      

	 	• 	
      information that would not have been known to our
      competitors or the public generally if you had not breached your
      obligations of confidentiality under this Agreement; 

	 	  	
      

	 	• 	
      information concerning research, inventions, discoveries,
      developments, techniques, processes, formulae, technology, designs,
      drawings, engineering, specifications, algorithms, finances, sales or
      profit figures, financial plans, customer lists, customers, prospective
      customers, potential investors, business plans, contracts, markets,
      investing plans, product plans, marketing, distribution or sales methods
      or systems, products, services, production plans, system implementation
      plans, business concepts, supplier or vendor information, business
      procedures or business operations related thereto; 

	 	  	
      

	 	• 	
      all computer software (in source, object, executable or
      other code forms and including all programs, modules, routines, interfaces
      and controls), data, databases, Internet designs and strategies, files and
      any documentation protocols and/or specifications related to the
      foregoing; 

	 	  	
      

	 	• 	
      all know-how and/or trade secrets; 

	 	  	
      

	 	• 	
      all unpublished copyrightable material; 

	 	  	
      

	 	• 	
      any use, model, variation, application, reduction to
      practice, discussion and any other communication or information in,
      regarding or relating to, or usable in or with any of the goods or
      services made, used or sold by us; and 

	 	  	
      

	 	• 	
      all reproductions and copies of such things.
  



3.         
Third Party Information Held by You. You recognize that you may have
access to confidential information of former employers or other persons or
entities with whom you have an agreement or duty to keep such information
confidential. You will not use any such information in your Employment or
Service, you will not disclose any such information to us or any of our
directors, officers, agents or other employees, or induce any of them to use any
such information, and you will not bring onto the premises of the Company any
such information in any form, unless such person or entity has granted you
written authorization to do so. 

4.         
Third Party Information Held by the Company. You recognize that we have
received, and in the future shall receive, from other persons or entities
information that is confidential to such person or entity; and, therefore, such
persons or entities requires us to maintain the confidentiality of such
information and to use it only for certain limited purposes. Consistent with the
Company’s agreement with such persons or entities, you agree to hold in the strictest confidence, not to use (except as necessary to carry
out your duties for the Company) and not to disclose to any person or entity
(directly or indirectly) any such information, unless we grant you written
authorization to do otherwise. All such information shall also constitute and
shall be treated as Confidential Information. 

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5.         
  Company Property; Return. You will not remove (either physically or
  electronically) any property belonging to us or in our custody (“Company
    Property”) from our premises, except as required in the ordinary course of
  your Employment or Service, unless we grant you written authorization to do so.
  Company Property includes all Confidential Information as well as Company
  related information that is not confidential, and tangible property and hard
  goods. Promptly upon the termination of your Employment or Service, and earlier
  if we so request at any time, you shall deliver to us (and shall not keep copies
  in your possession or deliver to anyone else) all of the Company Property, which
may include, without limitation, all of the following items: 

	 	• 	
      documents and other materials containing or comprising
      Confidential Information, including in particular, but not limited to, all
      software, records, data, notes, reports, proposals, lists, correspondence,
      specifications, drawings, blueprints, sketches and laboratory notebooks,
      whether hard copies or soft copies (electronic or digital); and 

	 	  	
      

	 	• 	
      tangible property and equipment belonging to us (whether
      or not containing or comprising Confidential Information), including in
      particular, but not limited to, laptop computers, devices, solutions,
      samples, models, marketing materials, brochures, purchase order forms and
      letterhead, and all reproductions and copies of such things.
  



6.         
Assignment of Inventions. You shall promptly make full written disclosure
to the Company, through your immediate supervisor or superior, of all
Inventions. “Inventions” means any and all inventions, original works of
authorship (including designs, computer programs, and drawings, whether manual
or electronic), findings, conclusions, data, discoveries, developments,
concepts, designs, improvements, trademarks, service marks, trade secrets,
techniques, formulae, processes and know-how, whether or not patentable or
registrable under patent, copyright or similar laws, that you may solely or
jointly conceive, develop or reduce to practice, or cause to be conceived,
developed or reduced to practice, during your Employment or Service. You shall
hold all Inventions in trust for the Company. This Agreement does not apply to
any Inventions made by you prior to your Employment or Service that are
identified in Attachment A hereto. 

You recognize and agree that
during your Employment or Service, we solely and exclusively own all Inventions,
as well as any and all inherent and appurtenant moral rights and intellectual
property rights, including, but not limited to, all patent rights, copyrights,
trademarks, know-how and trade secrets (collectively, “Intellectual Property
Rights”), except as stated in Section 7 below. You hereby, without
additional payment or consideration, assign, transfer and convey to us all of
your worldwide right, title and interest in and to all Inventions and
Intellectual Property Rights, and you will treat all Inventions as Confidential
Information, until and unless such Inventions are determined to be excluded from
this Agreement by way of Section 8 below.

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7.         
Further Assurances. Upon the request and at the expense of the Company,
you shall execute and deliver any and all documents and instruments, and do such
other acts, that may be necessary or desirable to evidence the ownership of
rights, and each assignment and transfer described in this Agreement. You will
do the same to enable the Company to secure the Company’s sole and exclusive
rights in the Confidential Information, Company Property, Inventions, Works and
Intellectual Property Rights, or to apply for, prosecute and enforce
Intellectual Property Rights with respect to any Confidential Information,
Company Property, Inventions or Works, or to obtain any extension, validation,
re-issue, continuance or renewal of any such Intellectual Property Right, in
each case in any and all jurisdictions. You agree to disclose to us all
pertinent information and data with respect to Confidential Information, Company
Property, Inventions, Works and related Intellectual Property Rights. In the
event your Employment or Service is terminated, you will do all the things
described in this paragraph without charge to us other than a reasonable payment
for your time involved. 

If the Company is unable for any
other reason to secure your signature on any document described above, then you
hereby irrevocably designate and appoint the Company and the Company’s duly
authorized officers and agents as your agent and attorney in fact as of the
Start Date, to act for and in your behalf and stead to execute and file any such
applications and to do all other lawfully permitted acts to further the
prosecution and issuance of letters patent or trademark, copyright or other
registrations thereon with the same legal force and effect as if executed by
you.

8.         
Exceptions to Company Ownership. The only exception to our ownership of
Inventions and Intellectual Property Rights are ones (a) for which no equipment,
supplies, facilities or proprietary or trade secret information of the Company
are used, (b) that are developed entirely on your own time, (c) that do not
relate to the business of the Company or to the Company’s actual or anticipated
research or development and (d) that do not result from or relate to any
work performed by you for the Company. 

To the extent you claim that any
Invention or Intellectual Property Right (or portion thereof) is not the
property of the Company because of the paragraph above, you will include such
claim in the Invention disclosure submitted to your supervisor or superior
pursuant to Section 6. The agreement or disagreement of the Company with your
claim of ownership of such Invention will be expressed to you in writing within
a reasonable period. You will not disclose any such Invention to any other
person or entity (except, if you so choose, to your lawyer, retained at your own
expense for the purpose of resolving such a disagreement), unless the Company
grants you written authorization to do so, and you shall treat (and your lawyer
shall treat) such Invention as Confidential Information until such time, if any,
that you receive the Company’s agreement to your ownership. In the event of a
dispute as to ownership, the burden is on you to establish your claim of
ownership. 

9.         
Non-Competition. During your Employment or Service and for twenty-four
(24) months thereafter, you will not, directly or indirectly, with or without
compensation, own, manage, operate, join, control, advise or participate in, as
a shareholder (other than as a shareholder with less than 5% of the outstanding
common stock of a public company), director, officer, manager, principal
partner, employee, consultant, independent contractor, technical or business
advisor or otherwise (or any foreign equivalents of the foregoing), any person
or entity that is in the Business or similar business of the Company (or
any division of the Company) in any business that directly or indirectly
competes with the Company within the Republic of South Africa and those
territories outside of South Africa in which the Company carries on the Business
as of last date of your Employment or Service (a “Competing Business”).
For purposes of this Section 9, “Business” shall mean the business conducted by
the Company from time to time, being the business of developing, marketing and
distributing payment systems which facilitate commercial transactions in an
electronic environment using specialized smart card technologies. 

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10.         
  Non-Solicitation. During your Employment or Service and twenty-four (24)
  months thereafter, you will not, directly or indirectly, on your own behalf or
on behalf of others, either: 

	 	• 	
      solicit, recruit or attempt to persuade any person to
      terminate such person’s employment or service with us, whether or not such
      person is a full-time employee or service provider and whether or not such
      employment or service is pursuant to a written agreement or is at-will; or
      

	 	  	
      

	 	• 	
      solicit, contact or attempt to persuade any current or
      prospective customer of the Company to alter such customer’s or
      prospective customer’s relationship with us or to engage any Competing
      Business to perform services that we can perform in the ordinary course of
      business. You understand that “prospective customer” means any prospective
      customer of the Company with whom you had contact at any time during the
      six (6) months preceding the termination of your Employment or Service.
      



11.         
Duration; Nature. This Agreement is binding during your Employment or
Service and shall survive any termination of your Employment or Service. This
Agreement does not bind the Company or you to any specific period of employment
or service, and shall not be construed in any manner as an employment or
consulting agreement or to make your Employment or Service other than terminable
at will at any time by us in our sole discretion. 

12.         
No Conflicts. You are not a party to any existing agreement or employment
that would prevent you from entering into and performing this Agreement in
accordance with its terms, including, without limitation, to an obligation to
assign your Inventions or Intellectual Property Rights to a third party or any
agreement subjecting you to a non-compete, except as identified in Attachment A
hereto; and you will not enter into any other agreement that is in conflict with
your obligations under this Agreement. 

13.         
Disclosure of Obligations. You consent to the Company’s notification to
any third party of the existence of this Agreement.

14.         
Compliance. You acknowledge that the activities of the Company are
subject to compliance with applicable laws and regulations (collectively,
“Laws”), including without limitation Laws that may control the
collection, storage, processing and distribution of personal information. You
agree to comply with all applicable Laws and to notify your immediate supervisor
or superior of any reason to believe that you, the Company, or any other person
has violated any Law that may affect the Company or your
performance or your obligations under this Agreement. 

5




15.         
  Equitable Relief. You agree that the provisions of this Agreement are
  reasonably necessary to protect our legitimate business interests. You agree
  that it would be impossible or inadequate to measure and calculate our damages
  from any breach of the covenants set forth in this Agreement, and that a breach
  of such covenants could cause serious and irreparable injury to us. Accordingly,
  we shall have available, in addition to any other right or remedy available to
  it, the right to seek an injunction from a court of competent jurisdiction
  restraining such a breach (or threatened breach) and to specific performance of
  this Agreement. You further agree that no bond or other security shall be
  required in obtaining such equitable relief and you hereby consent to the
issuance of such injunction and to the ordering of specific performance. 

16.         
No License. Nothing in this Agreement shall be deemed to constitute the
grant of any license or other right to you in respect of any Confidential
Information, Company Property, Invention, Work, Intellectual Property Right or
other data, tangible property or intellectual property of the Company. 

17.         
Amendment and Assignment. No modification to any provision of this
Agreement will be binding unless it is in writing and signed by both you and the
Company. No waiver of any rights under this Agreement will be effective unless
in writing signed by the Company. You recognize and agree that your obligations
under this Agreement are of a personal nature and are not assignable or
delegable in whole or in part by you. The Company may assign this Agreement to
any affiliate or to any successor-in-interest (whether by sale of assets, sale
of stock, merger or other business combination). All of the terms and provisions
of this Agreement shall be binding upon and inure to the benefit of and be
enforceable by the respective heirs, executors, administrators, legal
representatives, successors and permitted assigns of you and the Company. 

18.         
Governing Law; Jurisdiction. This Agreement shall be governed by and
interpreted in accordance with laws of the Republic of South Africa.

19.         
Severability. If any provision of this Agreement or its application is
adjudicated to be invalid or unenforceable in any jurisdiction, such invalidity
or unenforceability (a) shall not affect any other provision or application of
this Agreement that can be given effect without the invalid or unenforceable
provision or application and shall not invalidate or render unenforceable such
provision or application in any other jurisdiction and (b) shall be limited or
excluded from this Agreement to the minimum extent required so that this
Agreement shall otherwise remain in full force and effect and enforceable in
accordance with its terms. For the avoidance of doubt, if this Agreement is or
becomes subject to any state or federal law affecting the Company’s rights with
respect to any of your obligations under this Agreement, this Agreement shall be
deemed amended to the extent necessary to comply with such law.

[Signature Page Follows] 

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I HAVE READ THIS AGREEMENT
CAREFULLY AND I UNDERSTAND AND ACCEPT THE OBLIGATIONS THAT IT IMPOSES UPON ME
WITHOUT RESERVATION, AND HEREBY ACKNOWLEDGE RECEIPT OF A COPY OF SUCH AGREEMENT.
NO PROMISES OR REPRESENTATIONS HAVE BEEN MADE TO ME TO INDUCE ME TO SIGN THIS
AGREEMENT. I SIGN THIS AGREEMENT VOLUNTARILY AND FREELY AND INTENDING TO BE
LEGALLY BOUND.

	Dated: February 27,
      2018                                                                                 
      	 	/s/
      Alex M. R. Smith 
	  	 	ALEX SMITH 


Agreed and Acknowledged 

NET1 APPLIED TECHNOLOGIES SOUTH AFRICA (PTY) LTD 

By: /s/ Herman G. Kotzé 
Name: Herman G. Kotzé

Title: Chief Executive Officer




ATTACHMENT A 

A.         
Inventions made by me prior to my Employment or Service with the Company that I
desire to be excepted from the Agreement to which this Attachment A is
attached (if none, write “NONE”): 

B.          
Prior agreements to which I am a party that may interfere with full compliance
with the Agreement to which this Attachment A is attached (if none, write
“NONE”): 

	Dated: February 27,
      2018             
      	/s/ Alex M. R. Smith 
	  	ALEX SMITH