any right the Executive may have to receive an award for information provided to any
governmental entity.
2.For the purposes of this Agreement, trade secrets and confidential information include
but will not be limited to technical information, intellectual property, business and
marketing plans, strategies, customer information, software, other information
concerning the products, promotions, development, financing, expansion plans,
business policies and practices of the Group and other forms of information
considered by the Group to be confidential and in the nature of trade secrets
(including, without limitation, ideas, research and development, know-how, formulas,
technical data, designs, drawings, specifications, customer and supplier lists, pricing
and cost information and business and marketing plans and proposals) and any other
information in whatever form (written, oral, visual and electronic) concerning the
confidential affairs of the Group. In the course of the Employment the Executive is
likely to obtain trade secrets and confidential information belonging or relating to
other Group Companies and other persons. He will treat such information as if it falls
within the terms of clause 10.1 and clause 10.1 will apply with any necessary
amendments to such information. If requested to do so by the Group, the Executive
will enter into an agreement with other Group Companies and any other persons in
the same terms as clause 10.1 with any amendments necessary to give effect to this
provision.
11.Intellectual Property Rights
1.For the purposes of this clause, “Intellectual Property” means patents, trade marks,
service marks, registered designs (including applications for and rights to apply for
any of them), inventions, unregistered design rights, logos, trade or business names,
copyrights, database rights, confidential information, knowhow and any similar rights
in any country.
2.The Executive acknowledges that (i) it is part of his normal duties to develop the
products and services of the Group; and (ii) because of the nature of his position he
has a special obligation to further the interests of the Group. All Intellectual Property
which the Executive develops or produces in the course of his Employment duties, or
outside such duties but relating to the business of the Group, will be owned by the
Company to the fullest extent permitted by law. The Executive agrees, at the
Company’s expense, to sign all documents and carry out all such acts as will be
necessary to vest such Intellectual Property in the Company, and to obtain protection
and enforce the Company’s rights anywhere in the world. The Executive also hereby
waives all moral rights in all Intellectual Property which is owned by the Company,
or will be owned by the Company, further to this clause. The Executive will not copy,
disclose or make use of any Intellectual Property belonging to the Company (whether
or not subject to this clause) except to the extent necessary for the proper performance
of his duties. Rights and obligations under this clause will continue after the
termination of this Agreement in respect of all Intellectual Property arising during the
Employment.
12.Termination and Suspension
1.The Employment will continue until terminated by either party giving written notice
at any time as set out in clause 12.2.
2.Each of the Company and the Executive may terminate the Employment by giving to
the other not less than twelve months’ written notice.
3.Notwithstanding the other provisions of this Agreement and in particular clause 12.2,
and unless otherwise agreed between the parties, the Employment will automatically
terminate on the Executive’s 65th birthday.
4.The Company may at its sole and absolute discretion pay a sum equal to the
Executive’s full remuneration (other than in respect of bonus, performance share plan
and other incentive arrangements, for which the discretion of the Board Remuneration