BUSINESS;
(H)
FOR THREE YEARS AFTER COMPLETION OR WHILE AT ANY TIME HE IS A
CONSULTANT, DIRECTOR OR EMPLOYEE OF ANY MEMBER OF THE GROUP, DIRECTLY OR
INDIRECTLY CARRY ON A BUSINESS ACTIVITY UNDER A NAME WHICH IS THE SAME AS, OR
SIMILAR TO, THE NAME OF THE COMPANY OR ANY MEMBER OF THE GROUP OR A NAME USED
FOR BUSINESS PURPOSES BY A MEMBER OF THE GROUP; OR
(I)
AT ANY TIME AFTER COMPLETION, MAKE ADVERSE COMMENTS IN RELATION
TO THE GROUP OR ITS BUSINESSES OR EMPLOYEES.
10.3
NOTHING CONTAINED IN THIS ARTICLE 10 SHALL PREVENT ANY OR ALL OF
THE SELLERS FROM AT ANY TIME HOLDING FOR INVESTMENT PURPOSES ONLY ANY CLASS OF
SECURITIES IN A COMPANY THAT IS PUBLICLY TRADED AND IN WHICH THE SELLERS,
TOGETHER WITH THEIR AFFILIATES, HOLD AND ARE BENEFICIALLY INTERESTED IN LESS
THAN 3% OF ANY SINGLE CLASS OF THE SECURITIES IN THAT COMPANY.
10.4
THE SELLERS AGREE THAT THE COVENANTS AND UNDERTAKINGS CONTAINED IN
ARTICLE 10 ARE REASONABLE AND ARE ENTERED INTO FOR THE PURPOSE OF PROTECTING THE
KNOW-HOW, GOODWILL, CONFIDENTIAL INFORMATION AND TRADE CONNECTIONS OF THE
BUSINESSES OF THE MEMBERS OF THE GROUP.
ACCORDINGLY THE BENEFIT OF THE
COVENANTS AND UNDERTAKINGS MAY BE ASSIGNED BY THE PURCHASER AND ITS SUCCESSORS
IN TITLE WITHOUT THE CONSENT OF THE SELLERS.
23
10.5
EACH UNDERTAKING CONTAINED IN THIS ARTICLE 10 SHALL BE CONSTRUED AS
A SEPARATE UNDERTAKING.
IF ONE OR MORE OF THEM IS HELD TO BE AGAINST THE PUBLIC
INTEREST OR UNLAWFUL OR AN UNREASONABLE RESTRAINT OF TRADE, THE REMAINING
UNDERTAKINGS SHALL CONTINUE TO BIND THE SELLERS.
10.6
FOR THE PURPOSES OF THIS AGREEMENT "CONFIDENTIAL INFORMATION" SHALL
INCLUDE (BUT SHALL NOT BE LIMITED TO):
(I)
CORPORATE AND MARKETING STRATEGY AND PLANS AND BUSINESS
DEVELOPMENT PLANS;
(II)
BUSINESS, SALES AND MARKETING METHODS, CONFIDENTIAL TECHNIQUES
AND PROCESSES USED FOR THE CREATION AND/OR DEVELOPMENT AND/OR PRODUCTION AND/OR
FILMING OF ANY TELEVISION PROGRAMME, MOTION PICTURE, FILM OR PILOT;
(III)
DETAILS AND SPECIFICATIONS OF ANY CURRENT, PAST OR PROPOSED
MOTION PICTURE, FILM OR TELEVISION OR ENTERTAINMENT PROJECTS OR PRODUCTS,
INCLUDING ALL SCRIPTS, STORY BOARDS AND FINANCIAL ARRANGEMENTS, AND ANY RESEARCH
OR DEVELOPMENT RELATED TO ANY CURRENT, PAST OR PROPOSED MOTION PICTURE, FILM OR
TELEVISION PROGRAMMES, FILMS OR PILOTS AND ALL SCRIPTS AND STORY BOARDS
ASSOCIATED THEREWITH AND ANY MATERIAL RELATING THERETO;
(IV)
THE NAMES, ADDRESSES AND CONTACT DETAILS OF ANY WRITERS,
PRODUCERS, DIRECTORS, PRODUCERS, DEVELOPMENT EXECUTIVES, SCRIPT EDITORS, CAST
MEMBERS, FINANCIERS OR EMPLOYEES WHO ARE INVOLVED IN THE COMPANY'S PROJECTS FROM
TIME TO TIME, INCLUDING CONTACT LISTS IN WHATEVER MEDIUM THIS INFORMATION IS
STORED AND THE IDEAS OF THOSE WRITERS, PRODUCERS, DIRECTORS, PRODUCERS,
DEVELOPMENT EXECUTIVES, SCRIPT EDITORS, FINANCIERS OR EMPLOYEES RELATING TO THE
CREATION, DEVELOPMENT, PRODUCTION OR FILMING OF ANY TELEVISION PROGRAMMES, FILMS
OR OTHERWISE.
(V)
THE TERMS OF BUSINESS WITH ADVERTISERS, BROADCASTERS,
DISTRIBUTORS, FINANCIERS, SUB-CONTRACTORS, CUSTOMERS AND SUPPLIERS, INCLUDING
ANY PRICING POLICY ADOPTED AND THE TERMS OF ANY PARTNERSHIP, JOINT VENTURE OR
OTHER FORM OF COMMERCIAL CO-OPERATION OR AGREEMENT WITH ANY THIRD PARTY;
(VI)
SOFTWARE AND