“Moral Rights” has the meaning given to it in the Copyright Act 1968 (Cth) and includes rights of integrity of authorship, rights of attribution of authorship and similar rights that exist or may come to exist anywhere in the world; and
“Works” means all information, ideas, concepts, improvements, discoveries and inventions, whether patentable or not, which are conceived, made, developed or acquired by you or which are disclosed or made known to you, individually or in conjunction with others, during your employment with the Company and which relate to the Company’s business, products or services (including all such information relating to corporate opportunities, research, financial and sales data, pricing and trading terms, evaluations, opinions, interpretations, acquisition prospects, the identity of clients or customers or their requirements, the identity of key contacts within the client or customers’ organizations or within the organization of acquisition prospects, or marketing and merchandising techniques, prospective names and marks). This includes all drawings, memoranda, notes, records, files, correspondence, manuals, models, specifications, computer programs, maps and all other writings or materials of any type embodying any of such information, ideas, concepts, improvements, discoveries and inventions (and in each case whether electronic or in any other material form).
15. Non-solicitation and Non-compete Obligations
During your employment with the Company you will be in a position to develop and maintain relationships on behalf of the Company, with the Company and its related entities, clients, employees, vendors, agents and other business associates and will have access to confidential information, including commercially sensitive, conceptual, financial and structural knowledge of the Company. On this basis, you acknowledge that certain restrictions are necessary for the protection of the Confidential Information, the reputation and goodwill of the Company and apply during your employment and when your employment with the Company ceases.
In consideration of the TFR provided to you under this Contract, you agree that during your employment and for one (1) year following termination of your employment you will not:
a) canvass, solicit, entice or otherwise induce any employee or contractor of the Company to act in breach of their contract with the Company or to leave the employment of or end their engagement with the Company (as applicable); or
b) induce, encourage or solicit any of the Company’s clients, suppliers or candidates with whom you have had dealings and influence over in the preceding twelve (12) months, to end or restrict their trade or commercial relationship with the Company.
Each restriction described in this letter (above and under the heading of Non-solicitation and Non-compete Obligations) are separate, distinct and severable from the other restrictions. If any such restriction is found to be unenforceable in whole or in part, such unenforceable restriction will be severed from this letter and the enforceability of the remainder of the restrictions and any other restriction will not be affected.
You agree that each of the restraints are reasonable in their extent (as to duration, geographical area and restrained conduct) having regard to the legitimate business interests of the Company and go no further than is reasonably necessary to protect the ongoing business and goodwill of the Company.
You also acknowledge that you have sought professional advice in relation to the contents of this Contract including the restraints set out at paragraphs (a) to (b) in clause 15 above.
You acknowledge that any breach by you of your obligations under this Agreement with respect to Confidentiality, Intellectual Property Rights and Non-poaching and Non-compete Obligations will be regarded as very serious matters by the Company, may result in you being dismissed immediately without any entitlement to notice or pay in lieu of notice; and/or may result in the Company seeking an injunction against you as you acknowledge that damages may not be an adequate remedy in such circumstances.
17. Termination of Employment
You are required to give three (3) months’ written notice of resignation. The Company may terminate your employment by giving you three (3) months’ written notice.
The Company may elect to pay out all of the notice period or provide a combination of part notice and part payment in lieu of notice. Payments in lieu of notice are calculated on the basis of your usual weekly remuneration.
The Company may terminate your employment immediately and without notice or without payment in lieu of notice if you engage in any of the following conduct that, in the Company’s opinion, justifies your summary dismissal, which includes but is not limited to: