Confidentiality and Other Employment
1. Confidential Information
1.1 You shall not either during your employment (other than in the proper course of your duties and for the benefit of the Company) or after your employment has ended for any reason whatsoever:
a) use, disclose or communicate to any person any Confidential Information which you have come to know or have received or obtained at any time (before or after the date of this Agreement) by reason of or in connection with your service with the Company; or
b) copy or reproduce in any form or by or on any media or device or allow others access to or to copy or reproduce recorded information whether or not in documentary form ("Documents") containing or referring to Confidential Information.
1.2 All Documents containing or referring to Confidential Information at any time in your control or possession are and shall at all times remain the absolute property of the Company and it is your responsibility to undertake, both during employment and afterwards:
a) To exercise due care and diligence to avoid any unauthorised publication, disclosure or use of Confidential Information and any Documents containing or referring to it;
b) To acquaint yourself with specific confidentiality undertakings entered into by the Company with third parties that relate to your work, and honour these undertakings;
c) To deliver up any Confidential Information (including all copies of all Documents whether or not lawfully made or obtained) or to delete Confidential Information from any re-usable medium; and
d) To do such things and sign such documents at the expense of the Company as shall be reasonably necessary to give effect to this clause and/or to provide evidence that it has been complied with.
1.3 The restrictions in Clause 1:
a) Will not restrict you from disclosing (but only to the proper recipient) any Confidential Information which you are required to disclose by law or any order of the court or any relevant regulatory body provided that you shall (unless required by law) have given prior written notice to the Company of the requirement and of the information to be disclosed and allowed the Company an opportunity to comment on the requirement before making the disclosure; and
b) Will not apply to Confidential Information which is or which comes into the public domain otherwise than as a result of an unauthorised disclosure by you or any other person who owes the Company an obligation of confidentiality in relation to the information disclosed.
1.4 The restrictions set out in this Clause 1 are without prejudice to any other duties of confidentiality owed to the Company whether express or implied and survive the termination of employment.
1.5 For the purposes of this Clause, Confidential Information means and includes any information which may be imparted in confidence or be of a confidential nature relating to the business or prospective business or internal affairs of the Company, any Group Company, Fund Entity (as defined below) or any Investee Company and/or its clients and in particular all information relating to the marketing or sales or any products or services of the Company (including lists of customers' and suppliers' names, addresses and contacts, sales targets and statistics, market share and pricing statistics, marketing surveys, research and reports, current and future promotions, new product ranges, service and product information, contractual arrangements with customers and advertising and promotional material), know-how, trade secrets, unpublished information relating to the intellectual property of the Company, any Group Company, Fund Entity or any Investee Company and any other commercial, financial or technical information relating to the business of the Company, any Group Company, Fund Entity or any Investee Company. Such information shall not be disclosed to any person, including any member or person interested in the share capital of the Company, any Group Company, Fund Entity or any Investee Company.
1.6 For the purposes of this Appendix any reference to Investee Company means any body corporate, association, partnership or other collective investment scheme or other entity or person whether established, incorporated or resident in or in respect of which the Company, any Group Company or fund managed or advised by the Company [(“Fund Entity”)], holds investments (either directly or indirectly) including but not limited to shares, debentures, convertible loan stock, options, warrants or other securities of any loans (whether secured or unsecured).
2. Other Employment
2.1 During your employment you shall not either on your own behalf or on behalf of any person, firm or company:
a) solicit or endeavour to entice away from the Company or any Investee Company an actual employee, or discourage from being employed by the Company or any Investee Company any person who, to your knowledge, is an employee or a prospective employee of the Company or any Investee Company; or
b) employ or procure another person to employ any such person; or
c) engage in any other activity during or outside your working hours with the Company which is of such a nature as to conflict with the commercial interests of the Company.
2.2 The restrictions set out in this Clause 2 of this Appendix are without prejudice to any other fiduciary duties owed to the Company whether express or implied.