Sample Contracts
Sample Contract # 3
CONTRACT OF EMPLOYMENT
MEMORANDUM OF AGREEMENT dated the day of
BETWEEN
being the a Company incorporated in Ireland trading as [ ] (hereinafter called “the Employer”)
AND
of (hereinafter called “the Employee”).
Date of Commencement of Employment
The date your employment begins is the day of
Any employment with a previous employer does not count as part of your period of continuous employment with the firm.
Appointment
Title: Your appointment is as (insert job description)
Job content:
Reporting to:____________________________ or such other person as the Employer may nominate from time to time.
In order to ensure continuity of work the Employer reserves the right to vary within the limits of what is reasonable the content of the job).
Training
You may be required to attend training courses from time to time either in Ireland or abroad.
Pre-conditions
(insert preconditions if any to commencement of employment)
Probationary Period
You will serve a [ ] weeks/months probationary period, commencing the date your employment begins. Any time during this period the Employer, shall upon giving one week’s notice, or payment in lieu thereof, be entitled to terminate your employment.
Term of Contract
The term of this contract shall be [ ] year(s)/month(s).
Hours of Work
The normal work hours are from [ ] to [ ], Monday to
[ ] inclusive with a lunch period from [ ] to
[ ], subject to any variation required in the normal course of business or as otherwise agreed with the Employer.
Due to the nature of the work involved in this position, availability outside of these normal working hours is expected. You will not receive additional compensation for working outside normal working hours.
Salary
Your salary will be [ € gross], per annum, payable [weekly/monthly] in arrears, on the day of each week/month] by cash, cheque or direct into your bank account at the Employer’s discretion. Your salary will be reviewed annually on the day of of each year.
The terms of national agreements [do/do not] apply.
Pension
You [may/may not/will] join the Employers pension scheme, details are outlined in the Scheme handbook.
Annual Leave
The holiday year of the Employer runs from [ ] to [ ]. Your holiday entitlements shall be [ ] working days and shall be given in accordance with the Holidays Employees Act, 1973.
No more than [ ] working days can be taken together at any one time.
In addition, you will be entitled to public holidays and at the discretion of the Employer additional holidays as the Employer may decide from time to time. If you are required to work any of the public holidays provided for in the (legislation) you will be entitled at the Employer’s discretion to either a paid day off within one month of the holiday concerned or an additional day of annual leave.
Retirement
The normal retirement age will be 65.
Medical Examination
Our offer is subject to you satisfactorily completing a medical examination with a medical practitioner to be nominated by the company and to all relevant medical history being disclosed by you.
Incapacity/sick pay
If you are absent from work due to illness or accident you will notify the Employer as soon as possible and in any event no later than 10.00 am on the first day of absence. If this incapacity continues for two or more consecutive days you will submit a doctor’s certificate in a form satisfactory to the Company confirming your inability to work and on a weekly basis thereafter while you are absent from work.
The Company will pay the first two days of certified sick leave.
If you are at any time prevented by illness, injury, accident or any other circumstances beyond your control from discharging all your duties hereunder for a total of [ ] or more days in any twelve-month period, the Company may terminate your employment upon service of such minimum notice as is required under statute.
Employer’s Sick Pay Scheme
Payment will be made for absence from work due to sickness or injury I accordance with the provisions of the Employer’s Sick Pay Scheme which may be updated and/or changed from time to time at the Employer’s discretion and payment whilst on sick leave remains entirely at the discretion of the discretion of the Employer
Maternity Leave
You will be entitled to Maternity Leave in accordance with the Maternity Protection of Employees Act, 1981, and you must give due notification to the Employer as outlined in the Act.
Notice of Termination of Employment
Except in circumstances justifying immediate termination of the employment by the Employer you will receive the appropriate period of notice set down in the Minimum Notice and Terms of Employment Act, 1973.
Pay on Termination
On termination of your employment you will be entitled to pay calculated as a proportion of one month’s salary for the days worked plus payment for any days holidays accrued but not taken.
Recovery of Damages
If at any time whether during or after the termination of your employment with the firm you recover damages from any other person arising from personal injury resulting in absence from work with the firm you shall – whether demanded or not – repay to the employer an amount equivalent to the total of all remuneration paid to you by the firm in respect of the period or periods of any such absence (save that you will not be required to pay under this provision a sum greater than the sum recovered by way of damages which is attributable to the loss of remuneration).
Disciplinary and Grievance Procedure
Breach of the following rules may result in instant dismissal without warning by the employer:
Improper use of or disclosure of information concerning the Employer, the firm or the clients of the firm which may come to your knowledge by reason of your employment. Improper use of any property belonging to the Employer, the management, other staff or clients of the Employer
Any conduct which, in the opinion of the Employer, may have the effect of bringing the integrity and reputation of the firm into disrepute.
In the event of the Employer being dissatisfied with your work, conduct, timekeeping or any other aspect of your employment, you may be given a verbal warning as to the matter causing dissatisfaction. If after reasonable period the Employer remains dissatisfied with the matter complained of, you may be given a final written warning. If the Employer continues to be dissatisfied with the matter complained of, you may be given Statutory Minimum Notice of Dismissal to which you are entitled by virtue of the length of your employment with the firm.
If during the course of your employment you receive more than one verbal warning under sub- paragraph C. of this clause for any one or number of the matters, then you may be given a final written warning that if any matter subsequently warrants a further verbal warning you may be dismissed.
No disciplinary action will be taken until your case has been investigated by the Employer or its agent. If any disciplinary action is taken you will be given a full explanation by the Employer.
Whilst it is Company policy to observe this procedure, strict observance of the procedure is not appropriate in all cases. Circumstances may warrant that the procedure is abridged or varied and the Company reserves the right to do so at any time.
You may be suspended by the Company with pay as part of the procedure to investigate misconduct or a claim made against you.
Employee Grievance
Any grievances that the employee may have will be brought immediately to the attention of the Employee’s immediate supervisor (if applicable) who will make all reasonable efforts to resolve the grievance by informal discussion. If the Employee is not satisfied with his/her immediate Supervisor’s handling of the complaint he/she shall inform the next level of management above his/her immediate superior in writing.
If there is no immediate Supervisor then the Employee shall inform the Manager directly in writing of the grievance. On being informed the Manager will attempt to resolve the complaint by informal discussion with the party or parties involved. If this is unsuccessful a meeting will then be held as soon as practicable between the Manager, the employee, the immediate Supervisor (if applicable) and any other party involved in the complaint.
After hearing all parties that Manager will make a decision on what action is to be taken (if any) based on the needs of all employees, including the complainant, the needs of the work place and the continued efficient operation of the business.
Confidentiality
You shall not during the term of employment or at any time thereafter:
disclose information to any person or persons (except to those authorised by the employer or as otherwise required by law);
use for any purpose or for any purposes other than those of the Employer;
or through any failure to exercise all due care and diligence divulge confidential information of the Employer including in particular lists or details of clients of the Employer or information relating to the clients of the Employer or in respect of which the Employer is bound by any obligation of confidence to a third party.
All notes, memoranda, records and writing made by you relating to the business of the Employer shall be and remain the property of the Employer and shall be delivered to the Employer upon request.
Changes/company policies
The relationship of employer and employee is constantly changing to meet the challenges of the business world. Therefore, our requirements of you may change or may need to be more clearly defined and we accordingly reserve the right to change, amend or clarify the terms and conditions set out in this Contract. We will give you as much notice as possible of any such changes.
In addition to the terms and conditions of this Contract, you will be subject to such employee policies and procedures as may be implemented by the Company from time to time and applicable to you, which will be notified to you.
Supersedes earlier Agreements
This Statement supersedes any earlier agreement regarding the terms and conditions of your employment, whether in writing or otherwise.
Proper law
The validity and construction of this agreement shall be governed by the laws of the Republic of Ireland.
Interpretation
The headings to the clauses are for convenience only and have no legal effect.
Signed and delivered by the Employer
in the presence of:
Signed and delivered
by the Employee
in the presence of:
Sample Contract #4
THIS AGREEMENT is made on 20[ ]
BETWEEN:-
(1) [ ] (Company Number: ) whose registered office is at [ ] (“the Company”); and
(2) [ ] of [ ] (“the Employee”)
RECITALS
IT IS AGREED as follows:-
1. Interpretation
1.1 In this Agreement:-
“the Board” means the board of Directors for the time being of the Company;
“the Commencement Date” means the date of this Agreement;
“Employee’s Family” means the Employee’s spouse or civil partner and his children under the age of 18;
“the Group” includes:-
(a) the Company;
(b) any subsidiary or holding company of the Company as set out in section 8 of the Companies Act 2014 as amended;
(c) any other company in which the Company is interested whose name is notified to the Employee by the Company as being a member of the Group;
and the term “Group Company’” will be construed accordingly.
“Intellectual Property” means all letters, patents, registered or unregistered trade marks, trade and business names, logos and devices, registered or unregistered designs, utility models, registered or unregistered copyrights including design copyrights, moral rights; applications for any of the above and the right to apply for them in any part of the world; discoveries, creations, inventions or improvements on or additions to a creation or an invention; confidential information, trade secrets, know how; and any research effort relating to the Company or any Group Company; and any similar rights in any country;
“Prohibited Business” means any business or activity which competes with the business or activities carried on by any Group Company at the Termination Date in which the Employee was directly concerned in the course of his employment at any time during the Relevant Period;
“Prospective Customer” means any person, firm or company who was at the Termination Date or had during the Relevant Period been negotiating with any Group Company with a view to dealing with it as a customer and with whom the Employee had material dealings on behalf of any Group Company in the course of his employment at any time during the Relevant Period;
“Protected Customer” means any person, firm or company who was at any time during the Relevant Period a customer of any Group Company and with whom the Employee had material dealings on behalf of any Group Company in the course of his employment at any time during the Relevant Period;
“Protected Employee” means any person who was at the Termination Date or was at any time during the Relevant Period employed or engaged by any Group Company as an executive or non-executive director, senior manager, consultant or sales person earning [ ] or more and with whom the Employee had material dealings on behalf of the Company in the course of his employment during the Relevant Period;
“Protected Supplier” means any supplier of any Group Company with whom the Employee had material dealings on behalf of any Group Company at any time during the Relevant Period;
“Relevant Period” means the period of 12 months ending on the Termination Date or if the Company exercises its rights to place the Employee on garden leave pursuant to clause 18, the period 12 months immediately prior to the start of such period of garden leave;
“Restricted Period” means in respect of clause 12 a period of [18] months commencing on the day after the Termination Date;
“the Term” means the period of three months from the Commencement Date;
“the Termination Date” means the date on which the Employee ‘s employment under this Agreement ceases which shall be on the expiration of three months from the Commencement Date;
“the Territory” means Ireland [including Northern Ireland] and [the United Kingdom].
1.2 Reference to any statutory provision includes a reference to that provision as amended, extended or re-enacted and to any statutory replacement of that provision (either before or after the date of this Agreement).
1.3 Clause headings are for ease of reference only and shall not be taken into account in the construction or interpretation of this Agreement.
1.4 References in this Agreement to clauses or sub‑clauses without further designation shall be construed as references to clauses and sub‑clauses of this Agreement so numbered.
2. Appointment Term and Continuity
2.1 Subject to the provisions of this Agreement, the Employee is appointed and shall serve the Company as manager of the Research and development department of the Company from the Commencement Date for the Term.
2.2 The Employee’s employment may be terminated at any time by the Company during the Term by giving the Employee one week’s notice or by the Employee during the Term by giving the Company at least one month’s written notice.
3. Duties
3.1 The Employee shall:-
3.1.1 diligently perform the duties usually associated with his position and such other duties as may reasonably be assigned to him by the Board from time to time and exercise the powers in relation to the Company that are from time to time reasonably assigned or vested in him by or under the authority of the Board and which are consistent with his existing status;
3.1.2 use his best endeavours to promote and protect the business and interests and reputation of the Company;
3.1.3 perform his duties in a professional and workmanlike manner including willing co-operation with others;
3.1.4 diligently and promptly comply with the reasonable instructions of the Board;
3.1.5 promptly disclose to the Board any information which comes into his possession which may materially adversely affect the Company;
3.1.6 keep the Board fully informed of his activities and give whatever information and explanations as are reasonably requested of him by the Board;
3.1.7 conduct his personal and working life in a way that does not damage or risk damaging his own or the Company’s reputation or interests;
3.1.8 comply with all policies, procedures and rules of the Company for which he undertakes duties and which have been notified to him as amended from time to time; and
3.1.9 comply with his fiduciary duties and other legal obligations arising out of holding office as a director with which the Employee will familiarise himself.
3.2 The Employee ‘s normal working hours shall be 9:00am to 5:30pm Mondays to Fridays inclusive with 1 hour for lunch. Subject to clause 3.4 below, he shall devote the whole of his time, attention and ability (unless prevented by ill health, injury or otherwise directed by the Company) during his normal working hours and such further time as the Company may reasonably require to the performance of his duties. The Employee agrees to waive his right not to exceed the maximum working week under Part 2 of the Organisation of Working Time Act.
3.4 During his employment with the Company the Employee must not, without the Board’s written permission:-
3.4.1 hold office in or be employed or engaged by any other company, firm, business or organisation;
3.4.2 have any direct or indirect interest in any other company, firm, business or organisation (other than as a shareholder of up to 3% of its issued shares for the purposes of investment only) if that company, firm, business or organisation competes or might reasonably be considered by the Board to compete with the Company or any Group Company or having such interest might reasonably be considered by the Board to impair the Employee’s ability to act in the best interests of any Group Company or to carry out his duties;
3.4.3 introduce to any other person, firm or company business of any kind which could appropriately be dealt with by the Company, nor must he have any financial interest in or derive any financial benefit from any contracts made by the Company or any Group Company with any third party.
3.5 The Employee shall attend and work at any of the places of business of the Company in the Republic of Ireland as determined from time to time by the Board. The Employee shall travel (whether within or outside the Republic of Ireland) in the manner and on the occasions reasonably required from time to time by the Board.
3.6 [The Board may require the Employee to perform services for any Group Company without further fees or remuneration and to enter into any separate agreements(s) with any Group Company for such purposes. Any duties that he may have under this Agreement will be deemed to extend to the relevant company in the Group].
3.7 The Company may engage another person as a temporary replacement for the Employee and/or to carry out some or all of the Employee’s duties on a temporary basis if the Employee is suspended or is unable to carry out properly some or all of his duties for any reason.
4. Remuneration
4.1 The Company shall with effect from the Commencement Date pay to the Employee a salary at the rate of €[ ] (subject to deductions for income tax and Pay Related Social Insurance contributions) per annum. Such salary shall be paid monthly in arrears in twelve equal instalments per year. The Employee’s salary will be paid on the last Friday of every month.
4.2 [In addition to the annual remuneration set out in Clause 4.1, the Employee shall be entitled to participate in an annual bonus scheme based on the attainment of set objectives to be agreed with the Board (“the Target”). The bonus scheme entitles the Employee to [two months’ salary] as fixed in clause 4.1 (“the Bonus”) and shall be due to the Employee if he fulfils the Target as set. A maximum of [four month’s salary] shall be paid to the Employee if he exceeds his Target. In the respective years in which the employment hereunder commences and terminates, the Employee’s bonus payment shall be calculated on pro rata basis. The bonus will be paid after the Annual General Meeting of the Company].
4.3 The Employee agrees to the deduction of any sums owing by him to the Company from his salary or any other sums due to him.
5. Pension
5.1 The Employee shall be entitled to be a member of the Company’s Group Personal Pension Scheme (“the Scheme”) subject to the rules of the Scheme. [The Company shall contribute [ %] of the Employee’s basic salary into the Scheme on behalf of the Employee]. The Company reserves the right to amend the rules of the Scheme or change the provider of the Scheme.
5.2 Normal retirement age is 65. This contract constitutes notice that the Employee’s employment will expire on that date (unless it has terminated on an earlier date) without the requirement of further notice being issued to the Employee.
6. [Car and Mileage Allowance
6.1 The Company shall for the duration of this Agreement pay to the Employee a car allowance in the sum of [€ .00] (subject to deduction for income tax and pay related social insurance contributions) per month (“the Car Allowance”) in lieu of providing a company car. The Car Allowance will be payable on the same date as the Employee’s salary pursuant to clause 4.1.
6.2 The Employee shall be entitled to a mileage allowance, for all travel in the Car (as defined in clause 6.3) to carry out his duties as a director of the Company under this Contract equal to the allowance currently at the time of travelling allowed in line with the table issued by the civil service rates or such other allowance as may be determined by the Board after consultation with the Revenue Commissioners.
[6.2 The Employee must provide a car (“the Car”) which is appropriate in the reasonable opinion of the Board to his role for his business use. The Employee will be responsible for all costs associated with the running of the Car (including insurance, maintenance and repairs) save that the Company will reimburse the Employee for mileage allowance as set out in clause 6.2].
7. [Private Health Care
7.1 The Employee shall be entitled to the benefits set out in clauses 6.1 to 7.2 subject always to the rules of any such scheme from time to time in force and any applicable Revenue Commissioner limits. The provision of such benefits may result in additional tax or social security liability, and the Company will make any required deductions for such tax and/or social security as may be required from the Employee’s salary. The Company reserves the right to amend any of these benefits, or to change the insurance provider, at any time, and provision of any of these benefits shall not prevent the Company from terminating the Employee’s employment at any time.
7.2 Subject to the provisions of clause 7.1, the Company shall maintain and pay the subscriptions for a private health scheme for the Employee and the Employee’s Family for such medical cover as the Board reasonably thinks fit].
8. Holidays
8.1 The Company’s holiday year runs from 1 January to 31 December. In addition to public holidays, and in accordance with the Organisation of Working Time Act 1997, the Employee shall be entitled to [5] days’ paid holiday for the Term of this Agreement. Holidays may only be taken at such times and for such periods as are convenient to the Company and are agreed between the Employee and the Board.
8.2 The Employee’s holiday shall accrue on a daily basis.
8.3 On the Termination Date, the Employee shall be entitled to pay in lieu of any accrued but untaken holiday entitlement or be required to repay to the Company any salary received in respect of holiday taken in excess of his accrued holiday entitlement. A day’s holiday will be calculated as 1/260th of the Employee’s annual salary. Any such sum due to the Company may be deducted from any remuneration otherwise payable to the Employee.
9. Illness
9.1 Any payment to the Employee for periods of absence due to illness shall be at the
discretion of the Board.
9.2 If the Employee is absent from work:
9.2.1 he must, if reasonably practicable, inform a director, by telephone before 9.30 a.m. on the first day of his absence, or as soon thereafter as is reasonably practicable, and inform him of the reason for his absence and its likely duration;
9.2.2 for a period exceeding three days he must produce to the Company a doctor’s statement of the reasons for his absence;
9.2.3 the Company would not normally expect the Employee to participate in any sports, hobbies or social activities which are in any way inconsistent with his reported sickness or injury, or which would aggravate the condition and/or delay his recovery or return to work.
9.3 The Company may deduct from any remuneration it decides to pay to the Employee in respect of periods of absence due to illness a sum equal to any benefits claimable by the Employee for ill health or injury under the Social Welfare Acts regardless of whether or not the Employee actually receives such benefits.
9.4 If the Employee is absent from work by reason of injuries sustained wholly or partly as a result of actionable negligence, nuisance or breach of any statutory duty on the part of any third party in respect of which damages are recoverable then the Employee shall:-
9.4.1 immediately notify the Company of all the relevant circumstances and of any claim, compromise, settlement or judgment made or awarded in connection with such circumstances; and
9.4.2 when and to the extent that the Employee recovers compensation for loss of earnings from that third party, if the Company so requires, indemnify the Company in respect of such sum as the Company may determine not exceeding the sums paid to him for loss of earnings in respect of the period of incapacity (over and above any payment of sick pay if paid to the Employee).
9.5 The Company reserves the right to require the Employee to be examined by a medical adviser nominated by the Company at any time. The Employee agrees to provide such consents as may be necessary for the results of such examinations to be disclosed to the Company. The Employee shall co-operate in ensuring the prompt delivery of such report to the Company and authorise his own medical practitioner to supply all such information as may be required by that doctor and, if so requested by the Company, authorise his medical practitioner to disclose to the Company his opinion of the Employee’s state of health.
10. [Expenses
The Company shall reimburse the Employee all reasonable out of pocket expenses properly incurred by him in the course of the Company’s business and evidenced to the reasonable satisfaction of the Company including the Employee’s mileage allowance as set out in clause 6.1].
11. Confidentiality
11.1 The Employee acknowledges that in the course of his employment and during the Term of this Agreement he will have access to and be entrusted with information in respect of the business, trade secrets, processes and financing of the Company and also some or all or the Group Companies and its dealings, transactions and affairs all of which information is or may be confidential. Accordingly, the Employee undertakes that he shall not during his employment (except in the performance of his duties of employment) or after the Termination Date (without limit in time) without the prior written consent of the Board make use of or disclose to any person and he shall use his best endeavours to prevent the use or disclosure to any person of all confidential information, including but not limited to:-
11.1.1 details of customers and prospective customers; the requirements of customers and prospective customers and contractors (whether they be buyers, producers, suppliers or other contractors) of the Company and any Group Company including without limitation the terms of business with them, the fees and commissions charged to or by them and their requirements for specific projects whether design, idea or information technology oriented;
11.1.2 copies of and information relating to processes and products, specifications, materials, components, research activities, inventions, creative briefs, ideas, computer programs (whether in source code or object code), secret processes, designs, techniques and formulae undertaken commissioned or produced by or on behalf of the Company or any Group Company;
11.1.3 details of:-
11.1.3.1 any marketing development, pre-selling or other exploitation of any Intellectual Property or other rights of the Company or any Group Company which has taken place during the Relevant Period;
11.1.3.2 any proposed options or agreements to purchase license or otherwise exploit any Intellectual Property of the Company or any Group Company;
11.1.3.3 any Intellectual Property which is under consideration for development by the Company or any Group Company during the Relevant Period; and
11.1.3.4 any advertising marketing or promotional campaign which the Company or any Group Company is to conduct;
11.1.4 any information relating to:-
11.1.4.1 expansion plans, business strategy, marketing plans and sales forecasts of the Company or any Group Company; and
11.1.4.2 financial information results and forecasts of the Company or any Group Company, including pricing, policy and sales records;
11.1.5 details of the employees and officers of the Company or any Group Company and of the remuneration and other benefits paid to them;
11.1.6 information relating to presentations, tenders, projects, joint ventures or acquisitions and developments contemplated offered or undertaken by the Company or any Group Company;
11.1.7 confidential reports or research commissioned by or provided to the Company or any Group Company;
11.1.8 any trade secrets of the Company or any Group Company including technical know-how and confidential transactions;
11.1.9 any information which is marked or the Employee is told is confidential and any information which has been given to the Company or any Group Company in confidence by buyers, agents, suppliers, or other persons; and
11.1.10 information relating to research activities, designs, plans undertaken by or on behalf of the Company or any Group Company.
11.2 The obligations contained in clause 11.1 shall cease to apply to the information set out in clause 11.1 on it coming into the public domain other than as a result of or in connection with the direct or indirect disclosure by the Employee in breach of clause 11.1.
11.3 The Employee will not accept an offer of future employment or engagement which might put him in a position where he may be encouraged to breach his obligations under clause 11.1.
11.4 On the earlier of the Company exercising its rights under clause 17.1 and the Termination Date, the Employee shall, subject to clause 11.5, deliver to the Company all notes, memoranda and other correspondence, customer lists, disks, documents, records, papers, credit cards, keys and other property belonging to the Company or any customer of the Company in whatever form (whether hard or soft copy or held in magnetic form) which may have been prepared by him or have come into his possession during the course of or as a result of his employment with the Company and shall not retain any copies of them and shall not permit them to be used by any party.
11.5 Where the Company exercises its rights pursuant to clause 17.1, the Employee shall not be obliged to return any property provided to him as a contractual benefit. The Employee shall return any such property on Termination Date.
11.6 If the Employee has a particular grievance, concern, disclosure or information of a particularly sensitive nature or has reasonable grounds to believe that the Company has committed or is likely to commit a crime, a breach of its legal obligations, any material financial mismanagement, a miscarriage of justice or a breach of health and safety or environmental legislation or any other malpractice within the Company the Employee should promptly disclose this in the first instance to the Board.
12. Restrictions
12.1 During his employment the Employee has obtained or is likely to obtain knowledge of and influence over the customers and principal suppliers of the Company and its requirements. The Employee accordingly agrees that he will not without the prior written consent of the Board (which shall not be withheld unless the Board reasonably considers such refusal is necessary to protect the legitimate interests of any Group Company) during the Restricted Period:
12.1.1 so as to compete with the Company within the Territory, carry on or be directly or indirectly engaged or concerned or interested whether as a director, principal, partner, employee, agent or consultant or accept employment in any business engaged in Prohibited Business (for the purpose of this sub-clause acts done outside the Territory shall nonetheless be deemed to be done within the Territory where the primary purpose is the obtaining of Prohibited Business from any person, firm company or other entity whose main place of business is within the Territory);
12.1.2 directly or indirectly give technical or any other advice to any person engaged, concerned or interested or about to be engaged in a business that conducts or is planning to conduct the Prohibited Business;
12.1.3 directly or indirectly on his own account or on behalf of or in conjunction with any person, firm or company or other organisation deal with or otherwise conduct Prohibited Business with any Protected Customer;
12.1.4 directly or indirectly on his own account or on behalf of or in conjunction with any person, firm or company or other organisation solicit or approach any Protected Customer for the purpose of seeking to conduct Prohibited Business with that Protected Customer;
12.1.5 directly or indirectly on his own account or on behalf of or in conjunction with any person, firm or company or other organisation solicit or approach any Prospective Customer for the purpose of seeking to conduct Prohibited Business with that Prospective Customer;
12.1.6 directly or indirectly on his own account or on behalf of or in conjunction with any person, firm or company or other organisation entice or solicit away from the Company any Protected Supplier;
12.1.7 directly or indirectly on his own account or on behalf of or in conjunction with any person, firm or company or other organisation entice or solicit away from or seek to entice or solicit away from the Company any Protected Employee;
12.1.8 directly or indirectly on his own account or on behalf of or in conjunction with any person, firm, company or other organisation employ or engage or offer to employ or engage any Protected Employee whether or not such employment, engagement or offer would constitute a breach of that Protected Employee’s contract of employment with the Company.
12.2 The Restricted Period in respect of clause 12.1 shall be reduced by the amount of time (if any) for which the Employee is placed on garden leave pursuant to clause 17.1.
12.3 If the Employee’s employment is terminated as a result of the insolvency of the Company, the Restricted Period in respect of clause 12.1 shall not apply.
12.4 The Employee confirms and agrees that the restrictions set out above are fair and reasonable in all the circumstances at the date of this Agreement and are necessary to protect the goodwill and customer connections of the Group Companies.
12.5 While the restrictions in sub-clauses 12.1.1 to 12.1.7 are considered to be reasonable in all the circumstances as at the date of this Agreement, it is acknowledged that restrictions of such nature may become invalid because of changing circumstances or other unforeseen reasons. Accordingly, it is agreed that each such restriction shall be read and construed independently of the others so that if any one or more restriction shall be judged to be void as going beyond what is reasonable in all the circumstances for the protection of the interests of the Company but would be valid if part of the wording of the restriction were deleted the said restriction(s) shall be deemed to apply with such deletion as may be necessary to make it valid and effective and any such deletion shall not thereby affect the validity of any other restriction contained in this Agreement.
12.6 The Employee acknowledges and agrees that he shall be obliged to draw the provisions of this clause 12 to the attention of any third party who at any time before or after the Termination Date offers to employ engage or in any way involve in business with the Employee and for whom or with whom the Employee intends to work, enter into business, act as a consultant or be otherwise involved during the Restricted Period.
12.7 The Employee shall not at any time after the Termination Date represent himself or cause or permit himself to be represented as being in any way connected with the Company.
13. Inventions
13.1 The parties foresee that the Employee may make, discover or create Intellectual Property in the course of his duties under this Agreement and agree that in this respect the Employee has a special obligation to further the interests of the Company.
13.2 Subject to the provisions of the Patents Act 1992 and the Copyright and Related Rights Act 2002, if at any time during his employment under this Agreement the Employee makes or discovers or participates in the making or discovery of any Intellectual Property relating to or capable of being used in the business for the time being carried on by the Company full details of the Intellectual Property shall immediately be communicated by him to the Company and shall be the absolute property of the Company. At the request and expense of the Company the Employee shall give and supply all information, data, drawings and assistance as may be requisite to enable the Company to exploit the Intellectual Property to the best advantage and shall execute all documents and do all things which may be necessary or desirable for obtaining patent or other protection for the Intellectual Property in such parts of the world as may be specified by the Company and for vesting the same in the Company or as it may direct.
13.3 The Employee irrevocably appoints the Company to be his attorney pursuant to the Powers of Attorney Act 1996 in his name and on his behalf to sign or execute any and all agreements, instruments, deeds or other papers and to do such things in his name as may be necessary or desirable to give full effect to the provisions of this clause 13.
13.4 If the Intellectual Property is not the property of the Company, the Company shall, subject to the provisions of the Patents Act 1992 and the Copyright and Related Rights Act 2002, have the right to acquire for itself or its nominee the Employee’s rights in the Intellectual Property within 3 months after disclosure pursuant to sub‑clause 13.2 above on fair and reasonable terms to be agreed or settled by a single arbitrator.
13.5 The Employee waives all of his moral rights arising and as far as is legally possible, any broadly equivalent rights he may have in any territory, in respect of any acts of all Group Companies or any acts of third parties done with the Company’s authority in relation to any Intellectual Property and he shall provide waivers of all moral rights in respect of Intellectual Property which is the property of the Company by virtue of this clause.
13.6 Rights and obligations under this clause shall continue in force after termination of this Agreement in respect of Intellectual Property made during the Employee’s employment under this Agreement and shall be binding on his representatives.
14. Disciplinary and Grievance Procedure
14.1 Any disciplinary action against the Employee will be taken in accordance with the Company’s disciplinary procedure. The Company may suspend the Employee on full pay to allow the Company to investigate a complaint made against the Employee or in the interests of the Company, members of staff of the Company, Protected Customers, Prospective Customers or Protected Suppliers.
14.2 If the Employee wishes to seek redress for any grievance relating to his employment he may refer it to the Board. The grievance procedure shall be followed.
15. Termination
15.1 Notwithstanding the provisions set out in clause 2.2 of this Agreement, the Employee ‘s employment may be terminated by the Company immediately without notice or payment in lieu of notice or provision of benefits or payment by way of compensation or damages if he:‑
15.1.1 makes any arrangement or composition with his creditors generally or commits any act of bankruptcy;
15.1.2 is convicted of a criminal offence anywhere in the world which would have been a criminal offence if committed in the Republic of Ireland, other than a road traffic offence for which a term of imprisonment is not imposed;
15.1.3 commits any serious breach of his obligations or having committed any breach of his obligations he fails to rectify such breach (if reasonably capable of rectification) or commits a further or continuing breach after warning by the Company;
15.1.4 commits any act of serious misconduct;
15.1.5 fails to comply in any material respect with any policy of the Company which has been communicated to him, including without limitation any policy in respect of equal opportunities, harassment, data protection and use of email and the Internet;
15.1.6 becomes of unsound mind or becomes a patient under the Mental Health Act 2001;
15.1.7 by reason of ill health or incapacity, is prevented from performing his duties for periods which have exceeded (or in the reasonable estimation of the Board are likely to exceed) in aggregate 26 weeks in any 12 month period;
15.1.8 is subject to any serious disciplinary sanction by, any professional or regulatory body which reasonably undermines the confidence of the Board in the Employee’s continued employment with the Company;
15.1.9 subject to clause 16, or as otherwise agreed with or requested by the Company, resigns from office as a director of the Company; or
15.1.10 materially damages or risks materially damaging his own or the Company’s reputation or acts in a manner which does or in the reasonable opinion of the Board may bring the Employee or the Company into disrepute or discredit or otherwise materially prejudices the interests of the Company.
16. Payment in Lieu of Notice
16.1 The Company reserves the right to terminate the Employee’s employment with immediate effect at any time by serving a notice under clause 2.2 or this clause 16.1 and undertaking to pay to the Employee within 7 days of such notice a sum equivalent to the salary which the Employee would have received during his notice period or unexpired part thereof (subject to deduction for income tax and Pay Related Social Insurance contributions) and the cost to the Company of the benefits which would have been provided to him pursuant to this agreement during his notice period or unexpired part thereof.
16.2 No payment will be made in respect of any bonus, commission, holiday or other benefits that the Employee might have earned or would have been paid during the period which would have been his notice period (or unexpired part thereof).
17. Garden Leave
17.1 During any period of notice (whether notice of termination was given by the Company or the Employee), the Company reserves the right to require the Employee:-
17.1.1 to remain away from any of the Company’s premises;
17.1.2 to work from home;
17.1.3 to carry out special projects outside the normal scope of his duties;
17.1.4 not to carry out some of his duties;
17.1.5 not to carry out any of his normal duties;
17.1.6 not to contact Protected Customers, Prospective Customers, Protected Suppliers or any other actual or prospective clients, customers or suppliers of the Company;
17.1.7 not to contact the staff of the Company except for any reason unrelated to work; and
17.1.8 not to hold himself as being connected with the Company nor make any public statements in relation to the Company or any of their directors, officers or employees.
17.2 During any period of garden leave pursuant to clause 17.1, the Company may appoint another person to carry out any of the Employee’s duties at such times and assume the title of the Employee as set out in clause 2.1.
17.3 If the Company exercises the right to place the Employee on garden leave pursuant to clause 17.1, the Employee will continue to receive his salary and all the benefits to which he is entitled pursuant to the terms of this Agreement during the notice period only.
17.4 During any period of garden leave the Employee must:-
17.4.1 continue to comply with his implied duties, including those of good faith and fidelity; and
17.4.2 continue to comply with the express duties set out in this Agreement, except those from which he is explicitly released by the Company.
18. Reconstruction or Amalgamation
18.1 The Employee shall have no claim against the Company by reason of the liquidation of the Company for the purpose of reconstruction or amalgamation the Employee’s employment is terminated and the Employee is offered employment with any concern or undertaking resulting from the reconstruction or amalgamation on terms and conditions no less favourable than the terms of this Agreement.
19. Record Keeping
19.1 The Company will hold computer records, personnel and other manual files relating to the Employee. These may include the Employee’s employment application, references, bank details, performance appraisals, holiday and sickness records, salary reviews and remuneration details, hours of work and other records, (which may, where necessary, include sensitive data such as data relating to the Employee’s health, and data held for ethnic monitoring purposes). The Company requires such personal data for personnel, administration and management purposes and to comply with its obligations regarding the keeping of employee/worker records. The Employee’s right of access to this data is as prescribed by law.
19.2 The Employee agrees that the Company may process personal data relating to him for personnel, administration and management purposes (including, where necessary, sensitive data) and may, when necessary for those purposes, make such data available to employees of the Company, its advisers, to parties providing products and/or services to the Company (including, without limitation IT systems suppliers, pension, benefits and payroll administrators), to regulatory authorities (including the Revenue Commissioners), to any potential purchasers of the Company or its business (on a confidential basis) and as required by law. Further, the Employee agrees that the Company may transfer such data to and from the Company located outside the European Economic Area subject always to the obligations of the Company pursuant to the Data Protection Acts 1988-2003.
20. Security
The Employee consents to the Company checking, recording and reviewing telephone calls, computer files, records and e-mails and any other compliance, security or risk analysis checks the Board considers reasonably necessary in the interests of the Company.
21. Enforceability
The termination of this Agreement shall not effect those of its provisions which are expressed to have effect after the Termination Date.
22. Collective Agreements
There are no collective agreements or workforce agreements applicable to the Employee’s employment.
23. Notices
All notices under this Agreement must be in writing. Notices to the Company may be given by the Employee either personally to the company secretary or by prepaid first class letter or by confidential facsimile addressed to the Board at the Company’s registered office for the time being. Notices to the Employee may be given by the Company either personally or by prepaid first class letter or by confidential facsimile addressed to the Employee at his last known address or his place of work. Any such notice shall be deemed to have been served when received in the ordinary course of transmission.
24. Previous Agreements
This Agreement contains the whole agreement between the Employee and the Company relating to his employment and supersedes any previous agreement (whether written, oral or implied) between the Company and the Employee relating to his employment which, without prejudice to his right to receive sums accrued under any previous agreement, shall be terminated by mutual agreement from the Commencement Date.
25. Jurisdiction
This Agreement is governed by and is to be construed in accordance with the laws of Ireland. The parties submit to the non-exclusive jurisdiction of the High Court of Ireland.
IN WITNESS WHEREOF this Agreement has been entered into on the date and year first herein written.
PRESENT WHEN THE COMMON SEAL
of [ ]
was affixed hereto
in the presence of:
SIGNED AND DELIVERED
by [ ]
in the presence of:
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