WITH, OR AS PRINCIPAL, DIRECTOR,
MANAGER, CONSULTANT, AGENT FOR OR EMPLOYEE OF, ANOTHER PERSON, DIRECTLY OR
INDIRECTLY CARRY ON OR BE ENGAGED, EMPLOYED, APPOINTED, CONCERNED OR INTERESTED
IN THE PRODUCTION BUSINESS; OR
(O)
EITHER DURING HIS EMPLOYMENT WITH THE
COMPANY OR FOR A PERIOD OF 6 MONTHS IMMEDIATELY FOLLOWING THE TERMINATION OF
SUCH EMPLOYMENT, OWN BENEFICIALLY OR OTHERWISE OR BE INTERESTED IN THE SHARE
CAPITAL OF ANY COMPANY ENGAGED, CONCERNED OR INTERESTED WITHIN THE RUSSIAN
FEDERATION OR ANY OTHER COUNTRY IN WHICH THE BUSINESS OF THE COMPANY, THE
PREDECESSOR OR ANY MEMBER OF THE GROUP IN THE PRODUCTION BUSINESS WAS CARRIED ON
AT OR DURING THE PERIOD OF TWO YEARS IMMEDIATELY PRECEDING THE APPLICABLE DATE,
IN THE PRODUCTION BUSINESS;
(P)
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, THE PREDECESSOR OR ANY MEMBER
OF THE GROUP OR A NAME USED FOR BUSINESS PURPOSES BY A MEMBER OF THE GROUP; OR
(Q)
AT ANY TIME AFTER COMPLETION, MAKE ADVERSE
COMMENTS IN RELATION TO THE GROUP OR ITS BUSINESSES OR EMPLOYEES;
provided always that 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.
10.2
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.
10.3
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.
10.4
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;
29
(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