[{"id":"a94b590b-234f-45a0-b6e5-ed7596ac3714","order":1,"text":"NON-COMPETE AND NON-SOLICITATION AGREEMENT","fontSize":"20","textAlign":"center","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"55eda523-d537-41cd-80a2-d7d94fb6c662","order":2,"text":"Hong Kong Special Administrative Region","fontSize":"14","textAlign":"center","bold":false,"underline":false,"marginBottom":"30","cflou":false,"active":true},{"id":"e9305b7f-b000-4f9a-891b-eacaf38493bf","order":3,"text":"THIS AGREEMENT is made on [Date of this Agreement].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"597ee190-d6d8-4aea-a16b-4e248d044362","order":4,"text":"BETWEEN:","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"04ecf82b-bebf-4569-9d39-9e8ccbae3e70","order":5,"text":"(1) [Company name], a company incorporated in Hong Kong with company number [Company number] and having its registered office at [Registered office address] (the \"Company\"); and","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"465310b0-49fa-4861-bbf3-ad0a96e08acc","order":6,"text":"(2) [Employee full name], holder of Hong Kong Identity Card No. [Identity document number], of [Residential address] (the \"Employee\").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"a4ca5481-eae3-4b91-9c5d-b527cd2f334d","value":"hkid","type":"add","operator":"="}]},{"id":"8f73bfc6-76ed-41ed-8fcd-01d9a4644d16","order":7,"text":"(2) [Employee full name], holder of passport number [Identity document number] issued by [Country of issue], of [Residential address] (the \"Employee\").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"a4ca5481-eae3-4b91-9c5d-b527cd2f334d","value":"passport","type":"add","operator":"="}]},{"id":"e911161d-1b9f-4170-b991-a1d8e3f1901e","order":8,"text":"The Company and the Employee are together referred to as the \"Parties\" and each as a \"Party\".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"4374b43b-e643-469d-8fdf-23314a88deae","order":9,"text":"BACKGROUND","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6cb396ef-a5e4-480e-9c6f-cc69c8140fa6","order":10,"text":"(A) The Company has offered to employ the Employee as [Job title] under a contract of employment which is to commence on [Commencement date of employment] (the \"Employment\").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"7bcc020d-2857-456c-a573-5c9dc757c1c0","value":"commencement","type":"add","operator":"="}]},{"id":"fd8194d0-a182-446a-9fb7-cfdc8fea5945","order":11,"text":"(A) The Employee is employed by the Company as [Job title] under a contract of employment which commenced on [Commencement date of employment] (the \"Employment\").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"7bcc020d-2857-456c-a573-5c9dc757c1c0","value":"during","type":"add","operator":"="}]},{"id":"b695a3f3-25e2-40bd-8f1c-0e0a11fc4cc6","order":12,"text":"(B) In the course of the Employment the Employee has had, or will have, access to Confidential Information belonging to the Company and to the Group Companies, and has acquired, or will acquire, knowledge of and personal influence over the Clients, Prospective Clients, Suppliers and workforce of the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b0c8b71d-335f-4952-869e-95a3c7bb5c8a","order":13,"text":"(C) The Company carries on the Business. The Company considers that it has legitimate proprietary interests which require protection, namely its Confidential Information and trade secrets, its trade connection with Clients, Prospective Clients and Suppliers, and the stability and integrity of its workforce.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"faefb38e-2224-4c25-bcf0-76f255f307f9","order":14,"text":"(D) The Parties intend that the restrictions contained in this Agreement shall extend no further than is reasonably necessary for the protection of those interests, and they have settled the duration, the geographical area and the categories of persons covered by those restrictions with that object in mind.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"7cc8c2cb-2b00-40fb-b1df-262e158d19e4","order":15,"text":"IT IS AGREED as follows:","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"ece70959-c1f1-43a4-9f60-be2908dd97d8","order":16,"text":"1. DEFINITIONS AND INTERPRETATION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S01"},{"id":"942856ac-f9b6-4de7-a65f-8c603d357021","order":17,"text":"In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"2d3e9a11-dd50-4092-b153-6e0866c4f2d6","order":18,"text":"\"Business\" means the business of [Description of the business carried on by the Company], as carried on by the Company and by the Group Companies from time to time during the Employment and at the Termination Date.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"fbf57b3a-8b05-4b8b-a24b-0c2087b4fb30","order":19,"text":"\"Business Day\" means a day, other than a Saturday, a Sunday or a public holiday in Hong Kong, on which licensed banks in Hong Kong are open for general business throughout their normal business hours; and a day on which a tropical cyclone warning signal number 8 or above, or a black rainstorm warning, is hoisted in Hong Kong at any time between 9:00 a.m. and 5:00 p.m. is not a Business Day.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7f6c596e-0091-41ce-ae94-1795022355ce","order":20,"text":"\"Client\" means any person, firm, company or other entity who or which, at any time during the Relevant Period, was a client or customer of the Company or of any Group Company and with whom or which the Employee had material dealings in the course of the Employment, or in respect of whom or which the Employee obtained Confidential Information during the Relevant Period.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"0ac95ce9-f89f-4da1-814e-f9174bb87f62","order":21,"text":"\"Confidential Information\" means all information of a confidential or proprietary nature relating to the Business or to any Group Company, in whatever form held, including trade secrets, know-how, technical data, source code, designs, methods and processes, client and supplier lists and requirements, pricing structures, discounts, margins, tender and quotation information, business and marketing plans, financial information not in the public domain, and the terms of engagement of employees, but excluding information which is or becomes generally available to the public otherwise than through a breach of an obligation of confidence.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"194ff3dc-0004-45fd-b01d-32a47da94875","order":22,"text":"\"Garden Leave\" means any period during which the Company requires the Employee not to attend for work or not to perform any or all of the duties of the Employment, whether during a period of notice or otherwise, while the Employment continues.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"67768aed-83bf-4d6f-9bff-c20cf059ca35","order":23,"text":"\"Group Company\" means the Company, any holding company of the Company and any subsidiary of the Company or of any such holding company, in each case within the meaning of the Companies Ordinance (Cap. 622), and \"Group Companies\" shall be construed accordingly.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8fe7a09a-db02-4990-817f-2e6c5d42b750","order":24,"text":"\"Key Employee\" means any person who, at the Termination Date or at any time during the Relevant Period, was employed or engaged by the Company or by any Group Company in a senior, managerial, technical, professional or sales capacity and with whom the Employee had material dealings in the course of the Employment during the Relevant Period.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5f244a56-bffe-4ebd-aab6-8a5dc28176df","order":25,"text":"\"Prospective Client\" means any person, firm, company or other entity with whom or which the Company or any Group Company was, at any time during the Relevant Period, in active negotiations for the supply of goods or services forming part of the Restricted Business, and in relation to whom or which the Employee was materially involved in those negotiations or obtained Confidential Information.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7eb16eca-6ae9-476d-a25a-f097619ac205","order":26,"text":"\"Relevant Period\" means the period of [Look-back period in months] months immediately preceding the Termination Date or, where the Employee has been on Garden Leave, the period of the same length immediately preceding the first day of that Garden Leave.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"40094795-7ff8-4be7-a306-4545a721afd2","order":27,"text":"\"Restricted Business\" means those parts of the Business with which the Employee was materially concerned, or in respect of which the Employee had access to Confidential Information, during the Relevant Period, being in particular [Products or services with which the Employee was concerned].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"265d4ad4-1513-4e9c-b845-d80f6f44273e","order":28,"text":"\"Restricted Territory\" means the Hong Kong Special Administrative Region, being the territory in which the Employee performed the duties of the Employment and in which the Restricted Business is carried on.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"4c74aa39-508e-49e1-a31e-c111a6b87ce1","value":"hk","type":"add","operator":"="}]},{"id":"ffea62e4-624a-4a00-9fd4-099e00724587","order":29,"text":"\"Restricted Territory\" means the Hong Kong Special Administrative Region together with [Additional territories], being the territories in which the Employee performed the duties of the Employment, or in respect of which the Employee had material dealings with Clients or Prospective Clients, during the Relevant Period.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"4c74aa39-508e-49e1-a31e-c111a6b87ce1","value":"extended","type":"add","operator":"="}]},{"id":"c9367893-6a28-4ac0-b9a4-bd8c7615b9c6","order":30,"text":"\"Supplier\" means any person, firm, company or other entity who or which, at any time during the Relevant Period, supplied goods or services to the Company or to any Group Company for the purposes of the Restricted Business and with whom or which the Employee had material dealings in the course of the Employment.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4bee3541-cc59-40cc-8233-efb1079b2104","order":31,"text":"\"Termination Date\" means the date on which the Employment comes to an end, howsoever arising and whether lawfully or otherwise.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"aeba4186-fc78-4310-9e36-0ddbf4ac4660","order":32,"text":"In this Agreement, a reference to an Ordinance or to a statutory provision is a reference to it as amended, extended or re-enacted from time to time; words in the singular include the plural and vice versa; a reference to a person includes a body corporate, an unincorporated body and a partnership; the word \"including\" is to be read as \"including without limitation\"; and clause headings are inserted for convenience only and do not affect the construction of this Agreement. References to writing include email and any other legible form capable of being reproduced in permanent form.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"22cb8792-d556-4dad-b111-20cfb8c268b0","order":33,"text":"References to the Employment include any employment or engagement with a Group Company which immediately precedes or immediately follows it without a break, so that a transfer of the Employee within the group does not of itself bring the restrictions in this Agreement into operation or shorten the periods for which they run.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ca84f811-07e8-4ed1-8221-4f0bdaa11db8","order":34,"text":"2. CONSIDERATION AND ACKNOWLEDGEMENTS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S02"},{"id":"5daddaa9-e54a-4257-b89f-43c4a69f4bd9","order":35,"text":"The Employee enters into this Agreement in consideration of the offer of the Employment made by the Company, which offer the Employee has accepted, and of the salary and other benefits payable to the Employee under the Employment. The Employee acknowledges that the Company would not have offered the Employment on the terms agreed but for the Employee entering into the restrictions set out in this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"7bcc020d-2857-456c-a573-5c9dc757c1c0","value":"commencement","type":"add","operator":"="}]},{"id":"41d44d20-ea77-4a47-9783-171f2889539d","order":36,"text":"The Employee enters into this Agreement during the currency of the Employment in consideration of the payment by the Company to the Employee of the sum of HK$[Consideration amount], receipt of which the Employee acknowledges, and of the continuation of the Employment and of the Employee being given continued access to Confidential Information and to the Clients of the Company. The Employee acknowledges that this payment is separate from, and additional to, the remuneration payable under the Employment and constitutes good and valuable consideration for the restrictions set out in this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"7bcc020d-2857-456c-a573-5c9dc757c1c0","value":"during","type":"add","operator":"="}]},{"id":"1e009712-2663-4147-848c-96d48567d744","order":37,"text":"The Employee acknowledges that each of the restrictions in this Agreement is reasonable and necessary for the protection of the legitimate proprietary interests of the Company described in the Background, that each goes no further in duration, in geographical extent or in the categories of persons covered than is reasonably required for that purpose, and that the Employee has had a full opportunity to take independent legal advice upon them.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a3f23e3e-1ab5-4b56-94f0-b285c446647a","order":38,"text":"The Employee further acknowledges that the skills, qualifications and experience of the Employee are such that the restrictions in this Agreement will not prevent the Employee from earning a living or from pursuing a career, and that the Employee has entered into them freely and with a full understanding of their effect.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"635f3172-dea1-40ec-a118-bba6daa9b464","order":39,"text":"3. WARRANTIES OF THE EMPLOYEE","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S03"},{"id":"f7f1ba24-03cd-40a9-9a2d-670f4aaa038f","order":40,"text":"The Employee warrants that entering into this Agreement and performing the duties of the Employment do not and will not place the Employee in breach of any obligation owed to any former employer or to any other person, including any restrictive covenant, any undertaking of confidentiality and any obligation to give or to work out a period of notice.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3852580e-162e-453b-a367-412ba5d51beb","order":41,"text":"The Employee warrants that the Employee has not brought into the possession of the Company, and will not use or disclose in the course of the Employment, any confidential information, trade secret, client list or other proprietary material belonging to any former employer or to any other third party.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c7bb5312-4298-40bb-80eb-a9b6bae47137","order":42,"text":"The Employee shall notify the Company in writing without delay upon becoming aware of any circumstance which renders, or is likely to render, any of these warranties untrue, incomplete or misleading, and shall provide to the Company, on request, a copy of any restrictive covenant by which the Employee is or may be bound.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"eafe8c9d-d9fc-4b07-85d4-ed81979fffea","order":43,"text":"The Employee shall indemnify the Company against any loss, damage, cost or expense reasonably incurred by the Company as a direct result of a breach of the warranties given in this clause, including the reasonable costs of defending a claim brought against the Company by a former employer of the Employee.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5ff53007-981b-41a9-bf1b-413db9b45343","order":44,"text":"4. CONFIDENTIAL INFORMATION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S04"},{"id":"704a13e8-0338-4297-a6a3-b04e1e6910cb","order":45,"text":"The Employee shall not, either during the Employment or at any time after the Termination Date, use for the benefit of the Employee or of any other person, or disclose to any person, any Confidential Information, save in the proper performance of the duties of the Employment, with the prior written consent of the Company, or where the disclosure is required by law, by a court of competent jurisdiction or by a competent regulatory authority, and then only to the extent so required and, where lawful and practicable, after giving the Company reasonable prior notice.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9bdc9735-150e-4fe8-9a26-56403e1076e8","order":46,"text":"The obligations of the Employee in respect of Confidential Information continue without limit of time in respect of any information which amounts to a trade secret, and, in respect of all other Confidential Information, for so long as that information retains its confidential character.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"05117481-7681-442b-93db-4fa786a75954","order":47,"text":"Nothing in this Agreement prevents the Employee from making a disclosure which is protected by law, including a report made in good faith to a law enforcement agency or to a regulator, or from giving evidence when required to do so by law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d5a9ddb0-881d-417e-ae3d-3fc4bb01b99b","order":48,"text":"5. RESTRICTIONS DURING THE EMPLOYMENT","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S05"},{"id":"041f7be7-8977-42f3-b60c-5775932ba71c","order":49,"text":"Throughout the Employment the Employee shall not, without the prior written consent of the Company, be directly or indirectly engaged, concerned or interested in, or provide any services to, any business which competes with the Business, whether as employee, consultant, officer, partner, agent or otherwise, and shall not undertake any other employment or engagement which interferes with the proper performance of the duties of the Employment.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"13f104c4-83da-4370-a9ab-d8019c285b09","order":50,"text":"Throughout the Employment the Employee shall not solicit or entice away, or endeavour to solicit or entice away, any client, customer, prospective client or supplier of the Company or of any Group Company, or any of their employees, whether for the benefit of the Employee or for the benefit of any other person, and shall not divert to any other person any business opportunity which comes to the knowledge of the Employee in the course of the Employment.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"33906d61-4c14-461b-b550-ccd77b587bfc","order":51,"text":"The Employee shall disclose to the Company in writing, promptly upon it arising, any approach made to the Employee with a view to the Employee joining, advising or assisting a business which competes with the Business, any approach of that nature made to any employee of the Company or of any Group Company of which the Employee becomes aware, and any conflict of interest, actual or potential, affecting the Employee.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"73d4860a-a3f5-4213-ba34-339d6a12ad2d","order":52,"text":"The Employee shall not be in breach of this clause by reason only of holding securities within the limit permitted by the clause entitled \"NON-COMPETITION\".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e5937b3c-1ca3-49b9-8594-65b6075a7c3c","order":53,"text":"6. GARDEN LEAVE","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S06"},{"id":"b5e5cbdf-42a4-47fe-84e6-0ea44d66ae24","order":54,"text":"The Company may, at any time after notice to terminate the Employment has been given by either Party, and at any other time during the Employment where the Company reasonably considers it necessary for the protection of the legitimate proprietary interests described in the Background, place the Employee on Garden Leave for the whole or any part of the remainder of the Employment.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"bd22a83c-2e8a-4e9c-9a65-cfc70c9b9d65","order":55,"text":"During Garden Leave the Employment continues, the Employee remains entitled to salary and to contractual benefits, and the Employee remains bound by all duties owed to the Company, whether under the contract of employment, under this Agreement, at common law or in equity.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3ea42282-4217-48b6-9403-e130fed9b19e","order":56,"text":"During Garden Leave the Employee shall not, without the prior written consent of the Company, attend any premises of the Company or of any Group Company, contact or attempt to contact any client, customer, prospective client or supplier of the Company or of any Group Company, or any of their employees, in connection with the Business, or carry out any work for any other person; and the Employee shall remain reasonably available to respond to enquiries from the Company and to assist with an orderly handover of duties.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7f391941-b564-4bce-8645-e29444bb0352","order":57,"text":"Any period of Garden Leave is set off against the period of the covenant contained in the clause entitled \"NON-COMPETITION\" in the manner provided in that clause, so that the Employee is not restrained for a period longer than that for which the Company has contracted.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7db474a4-a424-4b2e-abbb-b1fc842b052e","order":58,"text":"7. NON-COMPETITION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S07"},{"id":"4926a5e8-7dcb-469b-84b4-50077560d180","order":59,"text":"The Employee covenants with the Company that the Employee shall not, for a period of [Non-competition period in months] months from the Termination Date, within the Restricted Territory, whether alone or jointly with, through or on behalf of any other person, and whether directly or indirectly, carry on, be employed or engaged in, be concerned or interested in, or provide any services to, any business which competes with the Restricted Business.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"40ab729c-ac75-48c8-bc42-4b9433f55527","order":60,"text":"This restriction applies only to activities which are the same as, or materially similar to, those carried out by the Employee for the Company during the Relevant Period, and only to the extent that the involvement of the Employee in such a business would be liable to cause damage to the Company by reason of the knowledge of the Employee of Confidential Information or of the influence of the Employee over Clients, Prospective Clients or Suppliers.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"59afa473-c002-4961-8647-bb421bc65a51","order":61,"text":"The Employee shall not be in breach of this restriction by reason only of holding, for investment purposes only, securities which are listed or dealt in on a recognised stock exchange and which confer not more than three per cent of the votes capable of being cast at a general meeting of the issuer.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7f79380a-e00c-47bd-8ceb-c83ea3f40c6f","order":62,"text":"Where the Employee has been on Garden Leave, the period of this restriction shall be reduced by one day for each day of that Garden Leave, so that the two periods taken together shall in no event exceed [Non-competition period in months] months from the first day of the Garden Leave.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"11a409fc-e445-463e-9576-3339fb2607f1","order":63,"text":"8. NON-SOLICITATION OF CLIENTS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S08"},{"id":"bc7b98b6-984d-40d5-845a-80b153f57c2c","order":64,"text":"The Employee covenants with the Company that the Employee shall not, for a period of [Client covenant period in months] months from the Termination Date, whether alone or jointly with, through or on behalf of any other person, and whether directly or indirectly, solicit, canvass or approach, or endeavour to solicit, canvass or approach, any Client or Prospective Client with a view to supplying to that Client or Prospective Client goods or services which compete with the Restricted Business.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5b67e058-f685-465a-86b6-48f50ae6311f","order":65,"text":"This restriction is confined to Clients and Prospective Clients with whom or which the Employee had material dealings, or in respect of whom or which the Employee obtained Confidential Information, during the Relevant Period. It does not restrict the Employee from approaching any person who is neither a Client nor a Prospective Client, nor from supplying goods or services which do not compete with the Restricted Business.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c91752e4-8db4-4a81-993c-a602e7b20801","order":66,"text":"This covenant is given as a separate and independent covenant for the protection of the trade connection of the Company, and its validity and enforceability are not affected by the validity or enforceability of any other restriction in this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e531b300-3a48-4624-ad82-f3959a1b09e9","order":67,"text":"9. NON-DEALING WITH CLIENTS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","displayConditions":[{"field":"79dc7720-2a01-43df-851c-c380110bede6","value":"yes","type":"add","operator":"="}],"sectionNum":"S09"},{"id":"9834e609-e63b-4141-87da-4683a6eb9771","order":68,"text":"The Employee shall not, for a period of [Client covenant period in months] months from the Termination Date, whether alone or jointly with, through or on behalf of any other person, and whether directly or indirectly, accept custom from, deal with, supply or otherwise transact business with any Client or Prospective Client in relation to goods or services which compete with the Restricted Business.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"79dc7720-2a01-43df-851c-c380110bede6","value":"yes","type":"add","operator":"="}]},{"id":"57ac9d57-ff3e-482d-8b31-f9477265dfc9","order":69,"text":"This restriction is confined to Clients and Prospective Clients with whom or which the Employee had material dealings during the Relevant Period, and it does not prevent the Employee from dealing with any such person in relation to goods or services which do not compete with the Restricted Business. The Parties agree that, absent this restriction, the covenant against solicitation would be insufficient to protect the trade connection of the Company, since custom may be diverted without any approach being made by the Employee.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"79dc7720-2a01-43df-851c-c380110bede6","value":"yes","type":"add","operator":"="}]},{"id":"303e46a7-cd0c-462d-87d9-04748ae98b54","order":70,"text":"10. NON-SOLICITATION OF EMPLOYEES","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S10"},{"id":"524a2ca3-d1b3-469f-a608-a2fc34e6dd9d","order":71,"text":"The Employee covenants with the Company that the Employee shall not, for a period of [Employee covenant period in months] months from the Termination Date, whether alone or jointly with, through or on behalf of any other person, and whether directly or indirectly, solicit or entice away, or endeavour to solicit or entice away, from the Company or from any Group Company any Key Employee, with a view to that Key Employee taking up employment or engagement with any business which competes with the Restricted Business.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4790359b-7fe0-4f89-8fca-e15a073dacb6","order":72,"text":"The Employee shall not, during the same period, employ or engage, or procure the employment or engagement of, any Key Employee in any business which competes with the Restricted Business.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e6578704-3c68-4262-a4be-7c6391ef4823","order":73,"text":"The Employee shall not be in breach of this restriction by reason only of the employment or engagement of a person who has responded to a bona fide recruitment advertisement published to the public generally and not targeted specifically at the employees of the Company or of any Group Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"49e45ab3-ef9c-4032-8736-9c572213d80e","order":74,"text":"This covenant is given as a separate and independent covenant for the protection of the stability and integrity of the workforce of the Company, in which the Company has invested in recruitment, training and the disclosure of Confidential Information, and its validity and enforceability are not affected by the validity or enforceability of any other restriction in this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"cd27179f-2391-46c4-aa7d-ec1cf92faefc","order":75,"text":"11. NON-INTERFERENCE WITH SUPPLIERS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","displayConditions":[{"field":"9becce04-9a82-4e4d-a6f4-9ea63fd9eb80","value":"yes","type":"add","operator":"="}],"sectionNum":"S11"},{"id":"7daea529-681a-40fd-9f56-25f54cfb978f","order":76,"text":"The Employee shall not, for a period of [Supplier covenant period in months] months from the Termination Date, whether alone or jointly with, through or on behalf of any other person, and whether directly or indirectly, interfere with the supply of goods or services by any Supplier to the Company or to any Group Company, or seek to induce any Supplier to cease supplying, or to vary adversely the terms upon which it supplies, the Company or any Group Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"9becce04-9a82-4e4d-a6f4-9ea63fd9eb80","value":"yes","type":"add","operator":"="}]},{"id":"bac30bec-7853-4940-8ea0-760022df77fb","order":77,"text":"This restriction is confined to Suppliers with whom or which the Employee had material dealings during the Relevant Period, and it does not prevent the Employee from acquiring goods or services from any Supplier on arm's length terms for a business which does not compete with the Restricted Business.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"9becce04-9a82-4e4d-a6f4-9ea63fd9eb80","value":"yes","type":"add","operator":"="}]},{"id":"dad36dfb-e4bd-42d6-8285-50f977431888","order":78,"text":"12. PAYMENT DURING THE NON-COMPETITION PERIOD","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","displayConditions":[{"field":"5c295305-4e55-46cf-a338-8db54a285284","value":"yes","type":"add","operator":"="}],"sectionNum":"S12"},{"id":"6e944729-4a42-4242-852e-4bcb22f426d0","order":79,"text":"In consideration of the observance by the Employee of the covenant contained in the clause entitled \"NON-COMPETITION\", the Company shall pay to the Employee, for each complete month of the period of that covenant, an amount equal to [Percentage of monthly basic salary] per cent of the monthly basic salary of the Employee as at the Termination Date, payable monthly in arrears and subject to any deduction required by law. Where that covenant has been reduced by a set-off for Garden Leave, payment is due only for the period as so reduced.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"5c295305-4e55-46cf-a338-8db54a285284","value":"yes","type":"add","operator":"="}]},{"id":"2e69d7da-c8f9-4cf1-8a9d-e5cf1604e7e1","order":80,"text":"Payment under this clause is conditional upon the continued observance by the Employee of that covenant and upon the Employee providing to the Company, on written request, confirmation of that observance and of the identity of any employer or other person for whom the Employee is working. The Company may cease payment immediately upon a breach by the Employee, without prejudice to any other right or remedy of the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"5c295305-4e55-46cf-a338-8db54a285284","value":"yes","type":"add","operator":"="}]},{"id":"5166cb92-2029-4dbf-b91d-fafcce46c8eb","order":81,"text":"The Company may at any time release the Employee in writing from that covenant, in whole or in part, whereupon the obligation of the Company to make any further payment under this clause shall cease to the same extent.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"5c295305-4e55-46cf-a338-8db54a285284","value":"yes","type":"add","operator":"="}]},{"id":"6a240cbc-2a34-4c3d-9279-03fc739ee92e","order":82,"text":"If the Company fails to pay any sum due under this clause at a time when the Employee is observing that covenant, and does not remedy that failure within fourteen days of written notice from the Employee, the Employee shall be released from the covenant contained in the clause entitled \"NON-COMPETITION\" with effect from the expiry of that period, without prejudice to the other covenants contained in this Agreement, which continue to apply.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"5c295305-4e55-46cf-a338-8db54a285284","value":"yes","type":"add","operator":"="}]},{"id":"1c76f89f-346d-4567-aad3-162bd6d4526e","order":83,"text":"13. NON-DISPARAGEMENT","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S13"},{"id":"8d9f4f57-268f-4873-85c8-6c718d418c13","order":84,"text":"Neither Party shall make, publish, or cause to be made or published, any statement which disparages, or which is reasonably likely to damage the reputation or the goodwill of, the other Party or, in the case of the Employee, of any Group Company or of any of their respective directors, officers or employees.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"00034cf5-0663-4aa5-9224-4d3992fbc8d9","order":85,"text":"Nothing in this clause prevents either Party from making a statement which is required by law, by a court of competent jurisdiction or by a competent regulatory authority, from giving evidence, or from making a disclosure which is protected by law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c29926a1-eb50-40b9-91ff-10bf19aa8a0e","order":86,"text":"14. SEPARATE COVENANTS AND SEVERANCE","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S14"},{"id":"e7773a40-2bd0-4f01-8121-80fcdf20ce4f","order":87,"text":"Each of the restrictions contained in this Agreement is a separate and independent covenant, is entered into for a distinct legitimate proprietary interest of the Company, and is to be construed and enforced separately from every other restriction.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"57ce8dc6-cddc-49c8-824f-447c2abe46da","order":88,"text":"If any restriction is held to be void or unenforceable as going beyond what is reasonable for the protection of the legitimate interests of the Company, but would be valid and enforceable if part of its wording were deleted, or if the period for which it applies were reduced, or if the territory or the categories of persons to which it applies were reduced, that restriction shall apply with such modification as may be necessary to make it valid and enforceable, and the remaining restrictions shall continue in full force and effect.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6d5036fd-31e0-468a-92d3-dc32642f2c89","order":89,"text":"If any other provision of this Agreement is or becomes invalid, illegal or unenforceable, that provision shall be severed and the remaining provisions shall continue in full force and effect.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ce642b13-5a84-4e2a-b15b-288417636e6f","order":90,"text":"15. DISCLOSURE BY THE EMPLOYEE","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S15"},{"id":"8e2d5589-c6f5-4f5b-958c-053b697931b7","order":91,"text":"The Employee shall, before accepting any offer of employment, engagement or appointment which is to take effect during the period of any restriction contained in this Agreement, provide a copy of this Agreement to the person making that offer.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"64cf08cd-abb5-4a3f-a615-1cfb23d464f8","order":92,"text":"The Employee shall, on the written request of the Company made during the period of any such restriction, inform the Company in writing of the identity of any employer or other person for whom the Employee is working, of the nature of the duties undertaken, and of the fact that a copy of this Agreement has been provided to that person.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"df29e0d3-edee-4f5b-98ce-9dc2ce725411","order":93,"text":"The Company may inform any person by whom the Employee is employed or engaged, or by whom the Employee proposes to be employed or engaged, of the existence and of the terms of this Agreement, and no communication of that nature shall of itself constitute a breach of any obligation owed by the Company to the Employee.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"fb36cc3c-ba82-4bf7-ae8e-52f9376f0925","order":94,"text":"16. RETURN OF DOCUMENTS AND PROPERTY","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S16"},{"id":"90ae6184-6fb0-4ea6-b64c-94242b1a342d","order":95,"text":"On the Termination Date, or earlier upon the written request of the Company, the Employee shall deliver up to the Company all documents, records, correspondence, notes, computer media, keys, access cards, equipment and other property belonging to the Company or to any Group Company, or containing or referring to Confidential Information, which are in the possession or under the control of the Employee, and shall not retain any copy or extract of them.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"69964947-6fa2-4e67-b3da-9438b4085499","order":96,"text":"The Employee shall, if so requested, irretrievably delete any Confidential Information stored on any device or storage medium under the control of the Employee and shall provide to the Company written confirmation that this has been done.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"2de3287f-89d9-42f9-844b-a3e9527ce81c","order":97,"text":"17. REMEDIES AND ENFORCEMENT","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S17"},{"id":"15dbd49d-2cff-4024-87a5-4ada8fc1780c","order":98,"text":"The Employee acknowledges that damages alone would not be an adequate remedy for a breach or threatened breach of the restrictions contained in this Agreement, and that the Company shall be entitled to seek injunctive relief, specific performance and any other equitable relief, in addition to and not in substitution for damages or an account of profits.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b174a40a-ddd4-4b6d-a9ce-b078a61b32c3","order":99,"text":"No delay or forbearance by the Company in enforcing any restriction, and no partial exercise of any right, shall operate as a waiver of that restriction or right or preclude any further exercise of it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"343487b7-8f0c-4a70-ae61-9f68caafe8c6","order":100,"text":"Where the Employee has acted in breach of any covenant contained in this Agreement, the Company may apply to the court for an order extending the period of the covenant concerned by a period equal to that during which the breach continued, so that the Company may obtain the full period of protection for which it has contracted. Nothing in this clause extends any covenant automatically or fetters the discretion of the court.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c6e8c503-ec79-42a7-8862-58f3723a78ff","order":101,"text":"Nothing in this clause limits any other right or remedy available to the Company at law or in equity.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"bbadc387-157f-48ca-9596-1dc9261d6dcb","order":102,"text":"18. LIQUIDATED DAMAGES","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","displayConditions":[{"field":"41e2f65d-fdb3-443e-840b-89413e12bd74","value":"yes","type":"add","operator":"="}],"sectionNum":"S18"},{"id":"467264a4-c37f-4c35-b2c5-855c521122f0","order":103,"text":"In the event of a breach by the Employee of any of the restrictive covenants contained in this Agreement which restrict the activities of the Employee following the Termination Date, or of the obligations of the Employee in respect of Confidential Information, the Employee shall pay to the Company the sum of HK$[Amount payable per breach] in respect of each such breach, which sum the Parties agree, having regard to the loss of trade connection, of confidentiality and of workforce stability which the Company would be likely to suffer, is a genuine pre-estimate of that loss and is not a penalty.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"41e2f65d-fdb3-443e-840b-89413e12bd74","value":"yes","type":"add","operator":"="}]},{"id":"67dd164c-5f42-4a50-a167-9ac5494f8efc","order":104,"text":"Payment of that sum is without prejudice to the right of the Company to seek injunctive relief in respect of any continuing or further breach, and it does not entitle the Employee to continue or to repeat the breach. If a court of competent jurisdiction holds this clause to be unenforceable, the right of the Company to recover damages at large is unaffected.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"41e2f65d-fdb3-443e-840b-89413e12bd74","value":"yes","type":"add","operator":"="}]},{"id":"678070bc-a1bd-4483-9898-1327515d60df","order":105,"text":"19. PERSONAL DATA","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S19"},{"id":"46a43dd3-f8fc-4399-9a1f-c0bfdf87a220","order":106,"text":"The Company will collect, hold, process and use the personal data of the Employee contained in or provided under this Agreement for the purposes of administering, monitoring and enforcing this Agreement, in accordance with the Personal Data (Privacy) Ordinance (Cap. 486) and with the personal data policies of the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"91e21547-986d-4e71-bc2f-9ddae638102c","order":107,"text":"The Employee may request access to, and correction of, the personal data of the Employee held by the Company by written request addressed to the Company at its registered office.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5ca40416-9abd-4df3-9835-3381c031a26a","order":108,"text":"20. NOTICES","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S20"},{"id":"97a56d53-a84d-41d8-ad18-afa748ee4def","order":109,"text":"Any notice given under this Agreement shall be in writing and shall be delivered by hand, sent by courier or sent by prepaid registered post to the Company at its registered office and to the Employee at the residential address stated in this Agreement, or to such other address as either Party may from time to time notify to the other in writing.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5fd2b767-b87a-4dc5-bb1d-ea347b5ac129","order":110,"text":"A notice delivered by hand is deemed to have been received on delivery; a notice sent by prepaid registered post within Hong Kong is deemed to have been received on the second Business Day after the date of posting; and a notice sent by courier is deemed to have been received on the date shown in the proof of delivery of the courier.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"cee514ae-3a57-4d66-a45a-0882643ad601","order":111,"text":"A notice may also be given by email to the email address which the receiving Party has last notified in writing to the other Party for that purpose, and is deemed to have been received on the next Business Day after transmission, provided that no notification of failed delivery has been received by the sender.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"07a613b0-3bd3-436e-b34e-466a12c663b3","order":112,"text":"21. ENTIRE AGREEMENT, VARIATION AND WAIVER","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S21"},{"id":"9acf8a50-de23-4c08-8d87-c368e716e992","order":113,"text":"This Agreement constitutes the entire agreement between the Parties in relation to the restrictions which it contains and supersedes any previous agreement, arrangement or understanding between them relating to that subject matter.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"03fff76c-a400-4ff9-9832-4f7de84e030a","order":114,"text":"Each Party acknowledges that it has not relied upon any statement or representation which is not set out in this Agreement, save that nothing in this Agreement limits or excludes any liability for fraud or fraudulent misrepresentation.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"149aae70-ee41-458f-9bf5-b1a73764ff8c","order":115,"text":"No variation of this Agreement is effective unless it is in writing and signed by or on behalf of each of the Parties. A waiver of any breach of this Agreement does not operate as a waiver of any subsequent breach.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"924340af-61d3-4f5f-bccb-ccbf1777261f","order":116,"text":"22. RELATIONSHIP WITH THE EMPLOYMENT","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S22"},{"id":"04eb6eea-bcb4-4782-b1e8-95372ed4cedd","order":117,"text":"This Agreement is additional to, and does not replace or limit, the duties owed by the Employee to the Company under the contract of employment, at common law or in equity, including the duty of fidelity and the duty to preserve confidential information. Any provision of the contract of employment relating to intellectual property, inventions, works or records created by the Employee continues to apply according to its terms.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8ff6d5bb-fe08-4e5a-83d0-2daf394500c1","order":118,"text":"Nothing in this Agreement affects any right of the Employee under the Employment Ordinance (Cap. 57) or any other statutory right which cannot lawfully be excluded or limited, and nothing in this Agreement constitutes a guarantee that the Employment will continue for any particular period.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"00312aec-13b2-425f-9b03-f74b542142c8","order":119,"text":"The restrictions contained in this Agreement continue to apply following the termination of the Employment, howsoever arising, save where the Employment is brought to an end by reason of a repudiatory breach on the part of the Company which the Employee accepts as terminating the Employment.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b589c817-d0bd-499a-99a6-a2665ebacfcc","order":120,"text":"The restrictions contained in this Agreement continue to apply notwithstanding any change in the role, title, duties, place of work or remuneration of the Employee, and notwithstanding any promotion or transfer within the group, and they attach to the Employment as varied from time to time. Where the responsibilities of the Employee change materially, the Parties shall review the scope and the duration of the restrictions and shall record any agreed change in writing.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e65fc36f-3b3f-4bcc-bda1-ee9ec44ef1b9","order":121,"text":"23. BENEFIT OF THE COVENANTS AND ASSIGNMENT","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S23"},{"id":"4ad29d98-b72d-4836-bf64-09d149b08d44","order":122,"text":"The Company enters into this Agreement for itself and as trustee for each Group Company whose legitimate proprietary interests the restrictions protect, and the Company may enforce the restrictions on behalf of any such Group Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"af95c1c9-da98-4978-91bd-2f44c0f49f43","order":123,"text":"The Company may assign or otherwise transfer the benefit of this Agreement to any Group Company or to any person acquiring the whole or any part of the Business, and the restrictions shall thereafter apply for the benefit of that assignee or transferee. The Employee may not assign, transfer or delegate any of the rights or obligations of the Employee under this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5dbf8a15-8352-48cb-be82-058a633fe27c","order":124,"text":"24. THIRD PARTY RIGHTS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S24"},{"id":"a8b77c67-1c95-4386-b3bc-7afe336429f8","order":125,"text":"Save as provided in the clause entitled \"BENEFIT OF THE COVENANTS AND ASSIGNMENT\", a person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Ordinance (Cap. 623) to enforce any term of this Agreement. The Parties may rescind, vary or terminate this Agreement without the consent of any third party.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5e553f0a-269b-4d06-90b8-e483c63df50c","order":126,"text":"25. COUNTERPARTS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S25"},{"id":"d99bcf76-3b39-47e4-bb69-a8cb0892d46a","order":127,"text":"This Agreement may be executed in any number of counterparts, each of which when executed constitutes an original and all of which together constitute one and the same instrument. Delivery of an executed counterpart by electronic means is as effective as delivery of an originally executed counterpart, and the Parties agree that an electronic signature affixed to this Agreement satisfies any requirement of signature for the purposes of the Electronic Transactions Ordinance (Cap. 553).","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7457cf0a-7348-4b82-ac41-5cb374bb89b7","order":128,"text":"26. LANGUAGE","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S26"},{"id":"94a54f4d-9397-4fd2-a17f-f1a699b45193","order":129,"text":"This Agreement is made in the English language. Where a translation into Chinese or into any other language is supplied, it is supplied for information only, and in the event of any inconsistency between the two texts the English text prevails for all purposes, including for the purposes of construction and enforcement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"43d9f2c3-38f5-4594-ac67-1b3a8d98ca1b","order":130,"text":"27. GOVERNING LAW AND JURISDICTION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S27"},{"id":"2ee50317-53e3-4f57-9727-9e0e38f49f32","order":131,"text":"This Agreement, and any dispute or claim arising out of or in connection with it or its subject matter, are governed by and shall be construed in accordance with the laws of the Hong Kong Special Administrative Region.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"50df410f-26cc-434e-bd5e-e224c4752691","order":132,"text":"The Parties irrevocably submit to the exclusive jurisdiction of the courts of the Hong Kong Special Administrative Region, save that the Company may seek injunctive or other interim relief in any jurisdiction in which a breach or threatened breach of this Agreement occurs or is apprehended.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4f07c636-7bc3-4c75-945d-b45455295267","order":133,"text":"28. INDEPENDENT LEGAL ADVICE AND COSTS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S28"},{"id":"3771ac1b-ef9a-4f8a-951c-b0fc7104ce69","order":134,"text":"The Employee confirms that the Employee has been advised to take independent legal advice upon the terms and effect of this Agreement before signing it, and that the Employee has had a reasonable opportunity to do so.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e1e9bab0-fcd7-4f56-9024-30b2d8a84c80","order":135,"text":"Each Party bears its own legal and other costs of and incidental to the negotiation, preparation and execution of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d247d821-655b-4c53-9524-dc054b9aab2c","order":136,"text":"IN WITNESS WHEREOF this Agreement has been entered into on the date first written above.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"30","cflou":false,"active":true,"marginTop":"30"},{"id":"71dbd7eb-a38f-4f32-9364-85abb79d2fb7","order":137,"text":"SIGNED for and on behalf of [Company name]","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"5","cflou":false,"active":true},{"id":"a54cc6cd-17d6-41e4-aecc-1fe03d3a97d2","order":138,"text":"by [Name of the authorised signatory], [Title of the authorised signatory]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"4549e866-4ae0-48c8-a07d-d83e1be66242","order":139,"text":"Signature: ..................................................","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"fcb2e300-8f6d-4f1f-8a60-4737b9d8b75c","order":140,"text":"in the presence of:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"5","cflou":false,"active":true},{"id":"875c0095-8026-44aa-bb71-e6de55ff1126","order":141,"text":"Witness name: [Witness full name]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"92e2f3bd-6c8c-4605-9c11-7fce0905f74d","order":142,"text":"Witness signature: ..................................................","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"30","cflou":false,"active":true},{"id":"851f69cc-a556-4a12-bf42-6e821ab582ee","order":143,"text":"SIGNED by [Employee full name]","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"67b65e98-8b49-4b6b-ae77-e32371013bbf","order":144,"text":"Signature: ..................................................","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"2cc2df45-f950-44b7-86e7-ee52016ada43","order":145,"text":"in the presence of:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"5","cflou":false,"active":true},{"id":"0745ba10-428e-4e7a-b3b6-e0dac8a295ed","order":146,"text":"Witness name: [Witness full name]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"b057e379-8252-4566-8d13-5b9ddbd3c1b4","order":147,"text":"Witness signature: ..................................................","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"8082caa5-7ee4-46fc-8450-8fe90492c710","order":148,"text":"Date: [Date of this Agreement]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"0","cflou":false,"active":true}]