ANY UNPUBLISHED
DOCUMENTS OR ANY PROPERTY BELONGING TO A FORMER EMPLOYER OR ANY OTHER
8
person to whom the Executive has an obligation of confidentiality unless
consented to in writing by the former employer or person.
11.4
THE EXECUTIVE WILL USE IN THE PERFORMANCE OF HIS
DUTIES ONLY INFORMATION WHICH IS:
11.4.1
COMMON KNOWLEDGE IN THE INDUSTRY OR IS OTHERWISE LEGALLY
IN THE PUBLIC DOMAIN;
11.4.2
OTHERWISE PROVIDED OR DEVELOPED BY THE GROUP; OR
11.4.3
IN THE CASE OF MATERIALS, PROPERTY OR INFORMATION
BELONGING TO ANY FORMER EMPLOYER OR OTHER PERSON TO WHOM THE EXECUTIVE HAS AN
OBLIGATION OF CONFIDENTIALITY, APPROVED FOR SUCH USE IN WRITING BY SUCH FORMER
EMPLOYER OR PERSON.
11.5
THE OBLIGATIONS CONTAINED IN THIS CLAUSE SHALL
CEASE TO APPLY TO ANY TRADE SECRET OR CONFIDENTIAL INFORMATION WHICH MAY
(OTHERWISE THAN THROUGH DEFAULT OF THE EXECUTIVE OR THROUGH ANY OTHER
UNAUTHORISED DISCLOSURE) BECOME AVAILABLE TO THE PUBLIC GENERALLY.
11.6
THIS CLAUSE DOES NOT APPLY TO SECRET OR
CONFIDENTIAL INFORMATION WHICH THE EXECUTIVE IS ORDERED TO DISCLOSE BY A COURT
OF COMPETENT JURISDICTION OR WHICH THE EXECUTIVE IS BY LAW ENTITLED TO DISCLOSE
NOTWITHSTANDING THE TERMS OF CLAUSES 11.1 AND/OR 11.3.
11.7
THE EXECUTIVE ACKNOWLEDGES THAT ALL BOOKS, NOTES,
MEMORANDA, RECORDS, LISTS OF CUSTOMERS, LICENSEES, SUPPLIERS AND/OR EMPLOYEES,
CORRESPONDENCE, DOCUMENTS, COMPUTER AND OTHER DISCS AND TAPES, DATA LISTINGS,
CODES, DESIGNS AND DRAWINGS AND OTHER DOCUMENTS AND MATERIAL WHATSOEVER (WHETHER
MADE OR CREATED BY THE EXECUTIVE OR OTHERWISE) RELATING TO THE BUSINESS OF THE
GROUP (AND ANY COPIES THEREOF):
11.7.1
SHALL BE AND REMAIN THE PROPERTY OF THE COMPANY OR THE
RELEVANT GROUP COMPANY; AND
11.7.2
SHALL BE HANDED OVER BY THE EXECUTIVE TO THE COMPANY OR
TO THE RELEVANT GROUP COMPANY ON DEMAND AND IN ANY EVENT ON THE TERMINATION OF
THE APPOINTMENT AND, ON REQUEST BY THE BOARD, THE EXECUTIVE SHALL CERTIFY THAT
ALL SUCH PROPERTY HAS BEEN HANDED OVER.
12
RESTRICTIONS DURING APPOINTMENT
12.1
DURING THE APPOINTMENT, THE EXECUTIVE SHALL NOT
HOLD OR ACCEPT ANY APPOINTMENT TO ANY OFFICE OR EMPLOYMENT IN RELATION TO ANY
BODY, WHETHER CORPORATE OR NOT (OTHER THAN A GROUP COMPANY) OR DIRECTLY OR
INDIRECTLY BE ENGAGED, CONCERNED OR INTERESTED IN ANY OTHER BUSINESS EXCEPT:
12.1.1
AS HOLDER OR BENEFICIAL OWNER (FOR INVESTMENT PURPOSES
ONLY) OF ANY CLASS OF SECURITIES IN A COMPANY IF THOSE SECURITIES ARE LISTED ON
OR DEALT IN ON A RECOGNISED INVESTMENT EXCHANGE PROVIDED THAT THE EXECUTIVE
TOGETHER WITH HIS SPOUSE AND CHILDREN NEITHER HOLD NOR ARE BENEFICIALLY
INTERESTED IN AGGREGATE IN MORE THAN 3% OF THE SECURITIES OF THAT CLASS; OR
12.1.2
WITH THE CONSENT IN WRITING OF THE BOARD WHICH MAY BE
GIVEN SUBJECT TO ANY TERMS WHICH THE BOARD REQUIRES.
13
TERMINATION OF APPOINTMENT
13.1
NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS
AGREEMENT, THE COMPANY MAY TERMINATE THE APPOINTMENT SUMMARILY BY SERVING
WRITTEN NOTICE, AND THE EXECUTIVE SHALL NOT BE ENTITLED TO ANY FURTHER PAYMENT
FROM THE COMPANY (EXCEPT SUCH SUMS AS SHALL HAVE ACCRUED AT THE DATE OF SERVICE
OF SUCH NOTICE), IF THE