TO THE
COMPANY AFFILIATED GROUP DURING OR PRIOR TO THE CONSULTING TERM. THIS
CONFIDENTIALITY COVENANT HAS NO TEMPORAL, GEOGRAPHICAL OR TERRITORIAL
RESTRICTION.
2
(B)
NON-COMPETITION.
DURING THE PERIOD COMMENCING UPON THE EFFECTIVE
DATE AND ENDING ON THE 12-MONTH ANNIVERSARY OF THE TERMINATION OF THE
CONSULTANT'S RETENTION BY THE COMPANY PURSUANT TO THIS AGREEMENT, THE CONSULTANT
SHALL NOT, AS AN EMPLOYEE, EMPLOYER, STOCKHOLDER, OFFICER, DIRECTOR, PARTNER,
ASSOCIATE, CONSULTANT OR OTHER INDEPENDENT CONTRACTOR, ADVISOR, PROPRIETOR,
LENDER, OR IN ANY OTHER MANNER OR CAPACITY (OTHER THAN WITH RESPECT TO THE
CONSULTANT'S SERVICES TO THE COMPANY AFFILIATED GROUP OR PURSUANT TO THIS
AGREEMENT), DIRECTLY OR INDIRECTLY:
(I)
PERFORM SERVICES FOR, OR OTHERWISE HAVE ANY INVOLVEMENT WITH, A
BUSINESS UNIT OF A PERSON, WHERE SUCH BUSINESS UNIT COMPETES DIRECTLY OR
INDIRECTLY WITH ANY MEMBER OF THE COMPANY AFFILIATED GROUP BY (X) OWNING OR
OPERATING BROADBAND OR MOBILE
COMMUNICATIONS NETWORKS FOR TELEPHONE, MOBILE
TELEPHONE, CABLE TELEVISION OR INTERNET SERVICES, (Y) PROVIDING MOBILE
TELEPHONE, FIXED LINE TELEPHONE, TELEVISION OR INTERNET SERVICES OR (Z) OWNING,
OPERATING OR PROVIDING ANY CONTENT-GENERATION SERVICES OR TELEVISION CHANNELS,
IN EACH CASE PRINCIPALLY IN THE UNITED KINGDOM (THE "CORE BUSINESSES");
PROVIDED, HOWEVER, THAT THIS AGREEMENT SHALL NOT PROHIBIT THE CONSULTANT FROM
OWNING UP TO 1% OF ANY CLASS OF EQUITY SECURITIES OF ONE OR MORE PUBLICLY TRADED
COMPANIES; OR
(II)
SOLICIT, IN COMPETITION WITH ANY MEMBER OF THE COMPANY AFFILIATED
GROUP IN THE CORE BUSINESSES, ANY BUSINESS, OR ORDER OF BUSINESS FROM ANY PERSON
THAT THE CONSULTANT KNOWS WAS A CURRENT OR PROSPECTIVE CUSTOMER OF ANY MEMBER OF
THE COMPANY AFFILIATED GROUP DURING THE CONSULTANT'S RETENTION BY THE COMPANY;
PROVIDED, THAT, NOTWITHSTANDING THE FOREGOING, THE CONSULTANT SHALL NOT BE
DEEMED TO BE IN VIOLATION OF CLAUSE (I) OR (II) OF THE FOREGOING BY VIRTUE OF
ACTING AS A NON-EXECUTIVE DIRECTOR, ADVISOR OR CONSULTANT TO ANY INVESTMENT
BANKING FIRM OR CONSULTING FIRM, PRIVATE EQUITY OR VENTURE CAPITAL FIRM,
INSTITUTIONAL INVESTOR OR SIMILAR ENTITY, IN EACH CASE SO LONG AS THE CONSULTANT
TAKES REASONABLE STEPS TO INSULATE HIMSELF FROM THE BUSINESSES AND ACTIVITIES OF
ANY SUCH ENTITY THAT RELATE TO THE CORE BUSINESSES DURING ANY PERIOD THAT THIS
SECTION 6(B) IS IN EFFECT.
(C)
ACKNOWLEDGMENT.
THE CONSULTANT EXPRESSLY RECOGNIZES AND AGREES
THAT THE RESTRAINTS IMPOSED BY THIS SECTION 6 ARE REASONABLE AS TO TIME AND
GEOGRAPHIC SCOPE AND ARE NOT OPPRESSIVE.
THE CONSULTANT FURTHER EXPRESSLY
RECOGNIZES AND AGREES THAT THE RESTRAINTS IMPOSED BY THIS SECTION 6 REPRESENT A
REASONABLE AND NECESSARY RESTRICTION FOR THE PROTECTION OF THE LEGITIMATE
INTERESTS OF THE COMPANY AFFILIATED GROUP, THAT THE FAILURE BY THE CONSULTANT TO
OBSERVE AND COMPLY WITH THE COVENANTS AND AGREEMENTS IN THIS SECTION 6 WILL
CAUSE IRREPARABLE HARM TO THE COMPANY AFFILIATED GROUP, THAT IT IS AND WILL
CONTINUE TO BE DIFFICULT TO ASCERTAIN THE HARM AND DAMAGES TO THE COMPANY
AFFILIATED GROUP THAT SUCH A FAILURE BY THE CONSULTANT WOULD CAUSE, THAT THE
CONSIDERATION RECEIVED BY THE CONSULTANT FOR ENTERING INTO THESE COVENANTS AND
AGREEMENTS IS FAIR, THAT THE COVENANTS AND AGREEMENTS AND THEIR