THE COMPANY IN
RESPECT OF HIS EMPLOYMENT AND ITS TERMINATION, WHETHER CONTRACTUAL, STATUTORY OR
OTHERWISE AND THAT THEY ARE FULLY PARTICULARISED IN CLAUSE 8.1 AND 8.2 AND THAT
OTHER THAN THE CLAIMS LISTED HE WARRANTS THAT HE HAS NO FURTHER CLAIMS OR
POTENTIAL CLAIMS AGAINST THE COMPANY.
8.4
THE EMPLOYEE WARRANTS THAT HE HAS NOT
ALREADY INSTITUTED A CLAIM OR CLAIMS AGAINST THE COMPANY.
8.5
THE COMPANY ENTERS INTO THIS AGREEMENT IN
RELIANCE ON THE WARRANTIES GIVEN BY THE EMPLOYEE IN CLAUSE 6.
THE EMPLOYEE
ACKNOWLEDGES THAT IN THE EVENT OF ANY PROCEEDINGS BEING COMMENCED BY HIM IN
RESPECT OF ANY CLAIMS REFERRED TO IN PARAGRAPH 8.1, 8.2 OR OTHERWISE THE
SEVERANCE PAYMENT SHALL BE REPAID TO THE COMPANY AND SHALL BE RECOVERABLE AS A
DEBT FROM THE EMPLOYEE.
8.6
THE EMPLOYEE WARRANTS THAT HE HAS PROVIDED
THE ADVISER WITH ALL AVAILABLE INFORMATION WHICH THE ADVISER REQUIRES OR MAY
REQUIRE IN ORDER TO ADVISE WHETHER HE HAS ANY SUCH CLAIMS.
8.7
THE EMPLOYEE WARRANTS THAT ON THE DATE OF
THIS AGREEMENT HE IS NOT AWARE OF ANY CONDITIONS, ILLNESS OR INJURY THAT MAY
GIVE RISE TO A PERSONAL INJURY CLAIM AGAINST THE COMPANY.
9
EMPLOYEE'S INDEPENDENT LEGAL ADVICE
9.1
THE EMPLOYEE WARRANTS THAT HE HAS BEFORE
SIGNING THIS AGREEMENT TAKEN ADVICE FROM KRISHNA SANTRA OF MATTHEW ARNOLD &
BALDWIN ("THE ADVISER") ON THE TERMS AND EFFECT OF THIS AGREEMENT AND IN
PARTICULAR ITS EFFECT ON HIS ABILITY TO PURSUE A COMPLAINT BEFORE AN EMPLOYMENT
TRIBUNAL, THE COUNTY COURT OR HIGH COURT.
9.2
IT IS A CONDITION OF THIS AGREEMENT THAT THE
ADVISER PROVIDES THE CERTIFICATE ANNEXED TO THIS AGREEMENT AT SCHEDULE 1.
9.3
MIVA, INC. SHALL WITHIN 30 DAYS OF RECEIPT
PAY AGAINST A PROPERLY CONSTITUTED VAT INVOICE ADDRESSED TO THE EMPLOYEE BUT
MARKED PAYABLE BY THE COMPANY, A SUM NOT EXCEEDING £2,500 PLUS VAT TO THE
ADVISER IN RESPECT OF LEGAL FEES INCURRED IN TAKING INDEPENDENT LEGAL ADVICE IN
RELATION TO THIS AGREEMENT.
10
CONFIDENTIALITY
10.1
IN CONSIDERATION OF THE SUM OF £500 LESS SUCH
SUMS AS THE COMPANY IS OBLIGED BY LAW TO DEDUCT BY WAY OF TAX AND NATIONAL
INSURANCE THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT HE CONTINUES TO BE BOUND
BY:-
10.1.1
HIS IMPLIED DUTIES OF CONFIDENTIALITY IN RESPECT OF
CONFIDENTIAL INFORMATION; AND
10.1.2
THE PROVISIONS OF THE EXPRESS CONFIDENTIALITY AND POST
TERMINATION OBLIGATIONS CONTAINED IN CLAUSES 9 AND 10 OF HIS AMENDED AND
RESTATED EMPLOYMENT AGREEMENT WITH THE COMPANY DATED 18 NOVEMBER 2005.
10.2
FOR THE PURPOSES OF THIS AGREEMENT "CONFIDENTIAL
INFORMATION" SHALL MEAN ANY INFORMATION RELATING TO THE COMPANY OR THE BUSINESS,
PROSPECTIVE BUSINESS, TECHNICAL PROCESSES, COMPUTER SOFTWARE, INTELLECTUAL
PROPERTY RIGHTS OR FINANCES OF THE COMPANY INCLUDING WITHOUT LIMITATION DETAILS
OF SUPPLIERS AND THEIR TERMS OF BUSINESS, DETAILS OF CUSTOMERS AND THEIR
REQUIREMENTS, THE PRICES CHARGED TO AND TERMS OF BUSINESS WITH THE CUSTOMERS,
MARKETING PLANS AND SALES FORECASTS, FINANCIAL INFORMATION, RESULTS AND
FORECASTS (SAVE TO THE EXTENT THAT THESE ARE INCLUDED IN PUBLISHED AUDITED
ACCOUNTS), ANY PROPOSALS RELATING TO THE ACQUISITION OR