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EXHIBIT 10.12(b)
THIS AGREEMENT is made the 9th day of December 1998
BETWEEN:-
(1) GENOMIC SOLUTIONS LIMITED of Xxxx 0, Xxxxx Xxxxx, Xxxxxx Xxx Xxxx, Xxxxx
Socon, Xxxxxxxxxx, XX00 0XX Xxxxxx Xxxxxxx ("the Company"); and
(2) XXXXX XXXXX of 43 Xxxxxxxxx Ave, Xxxxx Ford, St Neots, Cambridgeshire,
United Kingdom ("the Executive").
IT IS AGREED as follows:-
1. Definitions
1.1 In this Agreement unless the context otherwise requires:-
1.1.1 "the Board" means the Board of Directors for the time being of
the Company;
1.1.2 "holiday year" means the period of twelve consecutive calendar
months commencing on the First day of January in each year;
1.1.3 "Invention or Inventions" means any know-how, invention,
formula, process or improvement, trade xxxx or name, copyright,
design, plan, drawing, specification or device of whatever
nature invented, developed or devised by the Executive during
his employment with the Company and which relates to or is
useful in connection with any process, product or activity
carried on, made or dealt in by the Company;
1.1.4 "the Group" means the Company its holding company its
subsidiaries and subsidiaries of its holding company both
present and future or any one or more of such holding or
subsidiary companies as appropriate (and for the purposes of
this Agreement the expressions "holding company" and
"subsidiary" shall have the same meanings ascribed thereto by
Section 736 of the Companies Act 1985).
1.2 The headings in this Agreement are inserted for convenience only and shall
not affect its construction.
1.3 All references to any statute shall include reference to any statutory
amendment or re-enactment thereof.
2 Appointment
The Executive shall be employed by the Company under the terms of this
Agreement as an executive of the Company with the title of Managing Director or
in such other capacity of a similar status as the Company may from time to time
reasonably require for the period stipulated below.
3. Term of Employment
3.1 The Executive shall be employed by the Company (subject as provided below)
with effect from 16th March 1998 and thereafter unless and until his
employment under this Agreement is terminated by either party giving to
the other not less than 6 months' prior written notice.
3.2 No previous employment of the Executive shall count as part of his
continuous period of employment, which accordingly began on the date of
commencement of the employment of the Executive under this Agreement as
set out in clause 3.1 above.
3.3 The Executive warrants to the Company that by virtue of entering into this
Agreement he will not be in breach of any express or implied terms of any
contract with or of any other obligation to any third party (binding or
not) on him.
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4. DUTIES OF THE EXECUTIVE
4.1 The Executive may be required in pursuance of his duties to perform
services not only for the Company but also for any other company comprised
within the Group and without further remuneration (except as may otherwise
be agreed) to accept such offices therein as the Board may from time to
time require.
4.2 During the course of his employment under this Agreement the Executive
shall use his best endeavours to promote the interests of the Company and
the other companies within the Group, giving at all times the full benefit
of his knowledge, expertise and skill. He shall perform the duties and
exercise the powers consistent with his office and those which may from
time to time be assigned to or vested in him by the Board and shall give to
the Board all such information regarding the affairs of the Company as it
shall require and shall at all times conform to the reasonable instructions
or directions of the Board and implement and apply the policy of the
Company as determined by the Board from time to time.
4.3 The Executive shall report directly from time to time to the Chairman of
the Company, as and when required by the Chairman. The Executive shall
attend every meeting of the Board and in the event the Executive fails to
attend more than 2 such meetings within any 12 month period without
reasonable cause, the Company may take disciplinary action against the
Executive.
4.4 In order to investigate a complaint against the Executive of misconduct the
Company is entitled to suspend the Executive on full pay for so long as may
be necessary to carry out a proper investigation and hold a disciplinary
hearing.
5. HOURS OF WORK
The Executive shall, unless prevented by ill-health or injury and except during
holidays (to be taken in accordance with the provisions set out below), devote
the whole of his working time and attention (being business hours and other
hours worked) to the service of the Company. The Executive's hours of work
shall be such hours as may be necessary for the proper discharge of his duties
under this Agreement and he shall not be entitled to receive any additional
remuneration for work outside normal business hours (9:00 a.m. to 5:00 p.m.).
6. SALARY
6.1 During the continuance of his employment under this Agreement the Company
shall procure that the Executive is paid:
6.1.1 a salary at the rate of PoundSterling60,000 per annum, together
with any additional amounts, by way of increase from time to time
as may be approved by the Board. Such salary shall accrue from
day to day, shall be payable in equal monthly installments in
arrears on or about the last day of each month and shall be
inclusive of any fees to which the Executive may be entitled as a
director of the Company or of any other company comprised within
the Group; and
6.1.2 a bonus at the absolute discretion of the Board in accordance
with the Group Bonus Scheme in force from time to time the
details of which shall be provided from time to time to the
Executive.
6.2 The Company shall be entitled to deduct from the Executive's remuneration
any monies which the Executive may owe the Company from time to time.
7. PLACE OF WORK
7.1 The Executive's duties under this Agreement shall relate primarily to the
United Kingdom but shall extend to occasional travel abroad if so required
by the Company. The Executive's principal place
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of work at the date of this Agreement shall be at Forge Close, Little End
Road, Eaten Socon, Cambridgeshire, United Kingdom.
7.2 During his employment under this Agreement the Executive shall travel at
the Company's expense to such places and in such manner as the Board may
reasonably require.
7.3 Save to extent referred to above in this clause 7, there are no
particulars regarding overseas working provisions.
8. EXPENSES
Upon presentation of all relevant receipts and vouchers the Company shall pay to
the Executive the amount of all hotel, travelling, and other expenses reasonably
and properly incurred by him in carrying out his duties under this Agreement.
9. MOTOR CAR
9.1 The Company shall provide a car of a type appropriate to the Executive's
position in the Company in accordance with the Company's policy from time
to time for the use of the Executive in the performance of his duties
under this Agreement and shall pay running expenses in connection
therewith insofar as they are properly and reasonably incurred by the
Executive in the performance of his duties in accordance with the
Company's policy from time to time.
9.2 Subject to such restrictions and upon such conditions (if any) as the
Company may from time to time impose, the Executive shall be entitled to
use such car for his own private use. The Executive shall not permit the
car to be taken out of the United Kingdom without the prior written
consent of the Company.
9.3 The Executive shall return such car to the Company immediately after the
termination of his employment under this Agreement or if he ceases at any
time during the period of his employment under this Agreement to hold a
valid and current license to drive private motor cars.
9.4 The Executive shall at all times take good care of the car and procure
that (the cost of doing so being borne by the Company) it is property
taxed, kept in a roadworthy condition and that the provisions and
conditions of any policy of insurance relating thereto are observed.
10. HOLIDAYS
10.1 The Executive shall be entitled to 25 working days' holiday with pay in
every year, to be taken at such times as may be convenient to the Board,
in addition to recognised public and bank holidays.
10.2 Any entitlement to holiday remaining at the end of any holiday year shall
lapse unless the Board otherwise consents.
10.3 The Executive's entitlement to holiday (and on termination of employment
holiday pay in lieu of holiday) shall accrue pro rata throughout each
holiday year of employment under this Agreement provided that fractions
of days shall be disregarded in calculating entitlement to payment in
lieu of holiday. For the purpose of calculating any pay due to the
Executive in accordance with this clause 10.3, one day's pay shall be
equal to 1/260 of the Executives annual salary.
10.4 The Company may require the Executive to take any unused holiday
entitlement during any period of notice to terminate the Executive's
employment given by either the Company or the Executive. In the event
that the relevant period of notice to terminate this Agreement is not
given by the relevant party to this Agreement on the other, then the
Executive's entitlement to holiday shall cease to accrue immediately upon
the termination of this Agreement.
11. PENSIONS
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11.1 No pension scheme exists at present for employees of the Company.
11.2 A contracting-out certificate within the meaning of the Xxxxxxx
Xxxxxxx Xxx 0000 is in force in respect of the Executive's employment
under this Agreement.
12. SICKNESS OR INJURY
12.1 If the Executive shall at any time be incapacitated by illness or
accident from performing his duties under this Agreement then without
prejudice to the provisions of clause 13 below and subject to the
Executive accounting to the Company for all sickness or other
national insurance benefit which may be payable to him, the Executive
shall continue to receive the normal remuneration payable to him
under this Agreement in respect of the period during which he shall
be so incapacitated (such remuneration being deemed to be inclusive
of any Statutory Sick Pay to which the Executive may be entitled) on
the following basis:
LENGTH OF CONTINUOUS EMPLOYMENT ENTITLEMENT TO SICK PAY IS FOR A PERIOD
OR PERIODS AGGREGATING THE FOLLOWING
NUMBER OF WORKING DAYS IN ANY PERIOD OF
12 CONSECUTIVE MONTHS
FULL PAY HALF PAY
3 months-1 year 10 days 10 days
1-3 years 20 days 20 days
3-10 years 40 days 40 days
Over 10 years 60 days 60 days
12.2 The Executive shall, if so required by the Company, produce a doctor's
certificate verifying that any absence from work is due to accident or
ill-health and in default such absence shall be deemed to be
unjustified.
12.3 For the purposes of calculation of Statutory Sick Pay the days on
which the Executive could qualify for payments are: Monday, Tuesday,
Wednesday, Thursday and Friday.
12.4 The Company reserves the right to require the Executive to be examined
at any time by an independent doctor at its expense and to cease
payment of sick pay if it is advised by the doctor that the Executive
is fit to return to work.
12.5 If the Executive is absent from his duties due to sickness or injury
for a period or periods in excess of his maximum sick pay entitlement
the Company will not be obliged to make any further payments to the
Executive. However, if the Company does decide, in its absolute
discretion, to make any further payments to the Executive (in whatever
amount the Company may decide), any such further payments may be
varied or discontinued at any time.
12.6 Sick pay may be withheld if sickness or injury results from a sporting
or hazardous activity or it is found for any reason whatsoever that
return to work has been delayed for unacceptable reasons. The
Executive may be required to undergo a medical examination by a duly
qualified medical practitioner for these purposes.
12.7 If the Executive is injured in circumstances such that a claim can be
made for compensation, any payment whether by way of sick pay or
otherwise for any ensuing period of absence, will be regarded as an
interest free loan and will be repayable in the event of compensation
being recovered for loss of earnings.
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13. TERMINATION OF EMPLOYMENT
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13.1 The Company may terminate the Executive's employment with the Company at
any time by giving 6 months' prior notice in writing to the Executive,
and the Executive may terminate his employment with the Company at any
time by giving 6 months' prior notice in writing to the Company.
13.2 Notwithstanding any other provision of this Agreement, if the Executive
shall:-
13.2.1 become unable properly to perform his duties of his employment
with the Company by reason of ill-health, accident or otherwise
for a period or periods aggregating at least 120 days in any
period of 24 consecutive calendar months;
13.2.2 fail or neglect efficiently and diligently to carry out his
duties of his employment or be guilty of any material or
persistent breach or non-observance of any of the provisions
of this Agreement to be performed or observed by him;
13.2.3 be guilty of serious misconduct or of any other conduct
calculated or likely to affect prejudicially the interests of
the Company or the Group;
13.2.4 commit any act of bankruptcy or take advantage of any statute
for the time being in force offering relief for insolvent
debtors;
13.2.5 be disqualified for being a director by reason of any order made
under any legislation for the time being in force relating to
companies; or
13.2.6 resign as a director of the Company or any company written the
Group (without the Board's written consent).
the Company may in any such case by written notice to the Executive
forthwith terminate the Executive's employment under this Agreement,
provided that-
13.2.1.1 any such termination shall be without prejudice to any
other rights of the Company; and
13.2.1.2 no notice under sub-clause 13.2.1 above shall be given
by the Company to the Executive after the expiration
of three months from the end of any such period or
periods aggregating at least 120 days.
13.3
13.3.1 If either party to this Agreement serves notice upon the other to
terminate this Agreement the Company shall be entitled at its
sole discretion, by notice in writing to the Executive, to
require the Executive:-
13.3.1.1 not to attend his place of work or any other premises
of the Company or any company comprised within the
Group during the remaining period of this Agreement or
any part thereof;
13.3.1.2 to resign immediately from any offices he may hold in
the Company and in any company comprised within the
Group;
13.3.1.3 not to carry out his duties under clause 3 above
during the remaining period of this Agreement on any
part thereof;
13.3.1.4 to return to the Company all documents and other
materials (including copies) belonging to the Company
or any company comprised within the Group including,
without prejudice to the generality of the foregoing,
minutes and other papers relating to meetings of the
Board or any
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board of any company comprised within the Group;
PROVIDED that the Company shall continue to pay the
Executive his remuneration and to provide all benefits to
which he is entitled under this Agreement for the
remaining period of this Agreement.
13.3.2 Notwithstanding any other provision of this Agreement, in
the event that the Company serves notice on the Executive
to exercise its rights under this clause 13.3, the
Executive shall be deemed to take any unused holiday
entitlement which has accrued or accrues up to the
termination of this Agreement, during the period between
the service of such notice and the date of the
termination of this Agreement.
13.3.3. For the avoidance of doubt if the Company has served
notice on the Executive to exercise its rights under
clause 13.3.1 above, the other terms of this Agreement
shall remain in full force and effect save as expressly
varied by the provisions of clause 13.3.1.
13.4 The Company reserves the right at its sole discretion to pay the
Executive in lieu of the whole or any part of such period of notice that
would otherwise be required under the terms of this Agreement.
13.5 The removal of the Executive from the office of director of the Company
or the failure of the Company in general meeting to re-elect the
Executive as a director of the Company or otherwise shall not
automatically terminate this Agreement or be deemed to be a breach by
the Company of this Agreement.
14. RECONSTRUCTION
If, prior to the date agreed in this Agreement for the termination of the
employment of the Executive, such employment is terminated by reason of the
liquidation of the Company for the purpose of amaigamation or reconstruction or
as part of any rearrangement of the affairs of the Company not involving
liquidation of the Company and the Executive is offered employment with a
reconstructed company [or with another company within [the Group], which taken
as a whole are not substantially less favorable than the terms of this
Agreement, the Executive shall have no claim against the Company in respect of
the termination of his employment under this Agreement.
15. DIRECTORSHIPS
Upon the termination of this Agreement for whatever reason and howsoever arising
the Executive shall if a director of the Company at the request of the Board and
without claim for compensation forthwith resign from office as a director of the
Company and from all other offices held by him in any company in the Group and
in the event of his failure to do so within 7 days of such request of the Board
or, for the purposes of Clause 13.3.1.2, if the Executive fails to resign within
7 days of the relevant notice, the Company is hereby irrevocably authorized to
appoint some person in the name of the Executive and on his behalf to execute
all documents and to do all things necessary to give effect to this provision.
16. NON-DISCLOSURE OF CONFIDENTIAL INFORMATION
16.1 Without prejudice to the Executive's duties implied by law into the
Executive's employment, the Executive hereby agrees that both during the
continuance of his employment with the Company and at all times
thereafter he shall not (except in the proper course of carrying out his
duties hereunder or as required by law or any government authority or
with the prior written consent of the Board) use, copy, divulge or
communicate or cause or procure to be used by or copied, divulged or
communicated to any person, firm, company or organization any trade
secrets or confidential information of the Company or any company within
the Group including (but not limited to);-
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16.1.1 (any preferential prices or other preferential terms of supply
negotiated or being negotiated between the Company and any
supplier of the raw materials used in the Company's products;
16.1.2 the methods of manufacture of any of the Company's products;
16.1.3 any innovation in or improvement to any of the Company's
products;
16.1.4 the Company's marketing strategies;
16.1.5 the Company's opportunities for carrying out business with actual
or potential customers;
16.1.6 the requirements of any actual or potential customer for the
Company's products; and
16.1.7 any preferential prices or other preferential terms of supply
negotiated or being negotiated between the Company and any actual
or potential customer,
which he shall have received or obtained during his employment with the
Company. This restriction shall continue to apply after the termination of
this Agreement without limit in point of time but shall cease to apply to
information or knowledge which may come into the public domain otherwise
than through the fault of the Executive.
16.2 All notes, minutes, memoranda, correspondence, accounts, reports, lists or
other documents or items concerning any of the matters referred to in
clause 16.1 above or any summaries, copies or reproductions thereof
(whether or not made by the Executive and whether stored in human readable
or machine readable form) shall remain the property of the Company and
shall be delivered up to the Company forthwith by the Executive on the
termination of his employment hereunder together with all and any other
property of the Company then in his possession, custody, power or control.
17. OTHER BUSINESS INTERESTS
The Executive shall not during the continuance of his employment with the
Company without the prior consent in writing of the Board accept any other
directorships (other than directorships of any company within the Group) or be
concerned or interested directly or indirectly in any other business
whatsoever. Nothing in this clause shall prevent the Executive from holding or
being beneficially interested in shares or securities quoted on any recognised
Stock Exchange or dealt in on the Alternative Investment Market (AIM), provided
that the Executive makes a full disclosure to the Company of such interest and
provided that he neither holds nor is beneficially interested in more than five
per cent. of any single class of any such shares or securities.
18. NON-SOLICITING OF CUSTOMERS/COMPETITION
18.1 Within this clause 18 the following words shall have the following
meanings:
"PROHIBITED BUSINESS" shall mean any business or activity carried on by the
Company at the Termination Date or at any time in the Relevant Period in
which the Executive shall have been directly concerned in the course of his
employment at any time in the Relevant Period.
"PROSPECTIVE CUSTOMER" shall mean any person, firm, company or other
organisation who was at the Termination Date negotiating with the Company
with a view to dealing with the Company as a customer.
"PROSPECTIVE SUPPLIER" shall mean any supplier of the Company with whom the
Executive shall have had material dealings in the course of his employment
during the Relevant Period.
"RELEVANT PERIOD" shall mean the twelve months period ending with the
Termination Date.
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"RESTRICTED CUSTOMER" shall mean any person, firm, company or other
organisation who was at any time in the Relevant Period a customer of the
Company.
"TERMINATION DATE" shall mean the date of termination of the Executive's
employment with the Company.
"TERRITORY" shall mean [anywhere within a radius of 50 miles from any
factory or office of the Company].
18.2 The Executive shall not so as to compete with the Company during the
period of [one year] after the Termination Date directly or indirectly on
his own account or on behalf of or in conjunction with any person, firm
or company or other organisation canvass or solicit or by any other means
seek to conduct Prohibited Business with or conduct Prohibited Business
with any Restricted Customer with whom the Executive shall have had
dealings in the course of his duties hereunder at any time in the
Relevant Period or with whom and to the knowledge of the Executive any
employee of the Company under the Executive's control shall have had
dealings in the course of their duties to the Company in the Relevant
Period.
18.3 The Executive shall not so as to compete with the Company during the
period of six months after the Termination Date directly or indirectly on
his own account or on behalf of or in conjunction with any person, firm
or company or other organisation canvass or solicit or by any other means
seek to conduct Prohibited Business with or conduct Prohibited Business
with any Prospective Customer with whom the Executive shall have had
dealings in the course of his duties hereunder at any time in the
Relevant Period or with whom and to the knowledge of the Executive any
employee of the Company under the Executive's control shall have had
dealings in the course of their duties to the Company in the Relevant
Period.
18.4 The Executive shall not during the period [one year] after the
Termination Date directly or indirectly induce or seek to induce any
employee of the Company who holds a senior position within the Company
engaged in the Prohibited Business who was such an employee at the
Termination Date and with whom the Executive shall during the Relevant
Period have had dealings in the course of his duties hereunder to leave
the employment of the Company whether or not this would be a breach of
contract on the part of the employee.
18.5 The Executive shall not during the period of six months after the
Termination Date directly or indirectly seek to entice away from the
Company or otherwise solicit or interfere with the relationship between
the Company and any Protected Supplier.
18.6 The Executive shall not so as to compete with the Company during the
period of six months after the Termination Date within the Territory
carry on or be directly or indirectly engaged or concerned or interested
whether as principal, agent, shareholder, investor, director, employee or
otherwise howsoever in any business engaged in any Prohibited Business.
For the purpose of this clause acts done by the Executive outside the
Territory shall nonetheless be deemed to be done within the Territory
where their primary purpose is the obtaining of any Prohibited Business
from any person, firm, company or other organisation with business
premises within the Territory.
18.7 The Executive shall not during the period of six months after the
Termination Date be employed or engaged by any Restricted Customer to
perform for that customer (whether or not together with other work) any
work of the same nature as the work which the Executive was employed to
carry out for the Company.
18.8 Each of the restrictions contained in this clause 18 is intended to be
separate and severable. In the event that any of the restrictions shall
be held void but would be valid if part of the wording thereof were
deleted such restriction shall apply with such deletion as may be
necessary to make it valid and effective.
18.9 The Executive shall under no circumstances whatsoever either directly or
indirectly receive or
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accept for his own benefit any commission, rebate, discount, gratuity
or profit from any person, firm, company or other organization having
business transactions with the Company.
18.10 The Executive shall not, at any time after the termination of the
Executive's employment with the Company:-
18.10.1 represent himself as being in any way connected with or
interested in any business of the Company or any company
within the Group;
18.10.2 in any way make use of any corporate, business, product or
service name which is identical to or likely to be confused
with the corporate name or any business, product or service
name used by the Company or any company within the Group at
the date of such termination or which might suggest a
connection with the Company or any company within the Group;
18.10.3 cause or seek to cause to be terminated or adversely
affected or otherwise interfere with any agreement or
arrangement of any kind to which the Company or any company
within the Group is at the date of such termination party or
from which it benefits.
18.11 Nothing within this Agreement shall prevent the Executive at anytime
following the Termination Date being employed or otherwise engaged in
area of operation in which acquired expertise before commencing
employment with the Company.
19. MISREPRESENTATION
The Executive shall not at any time make any untrue statement in relation to
the Company or any other company comprised within the Group.
20. DISCIPLINE AND GRIEVANCE PROCEDURE
20.1 There are no specific disciplinary rules applicable to the Executive's
employment with the Company.
20.2 In the event of the Executive wishing to seek redress of any grievance
relating to his employment or if he is dissatisfied with any
disciplinary decision relating to him he should first apply in person
to the Chairman of the Company. The Executive must them promptly
answer (in writing if required) such questions (if any) as the
Chairman or any other member of the Board wishes to put to him on the
matter before the Board comes to a decision, the decision of the Board
on such matter shall be final.
21. INVENTIONS
21.1 It shall be part of the duties of the Executive at all times to
consider in what manner and by what new methods or devices the
products, services, processes, equipment or systems of the Company or
of any other company within the Group with which he is concerned or
for which he is responsible might be improved in the best interests
of the Company.
21.2 If at any time during the period of his employment under this
Agreement the Executive (either solely or jointly with another person)
(whether or not during normal business hours and whether or not at the
Executive's place of work) makes or discovers any Invention, discovery
or improvement to any Invention he shall forthwith give written
particulars thereof to the Secretary of the Company. The Executive
shall make and retain full written records in the form of notes,
sketches, drawings and reports of all work which the Executive
undertakes during the course of his employment. These records shall be
the exclusive property of the Company, and except in the ordinary
course of his duties the Executive shall not use, reproduce or divulge
any part of them without the prior written consent of the Company.
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21.3 Any Invention and all rights therein shall belong to the Company
unless and to the extent otherwise provided by the Patents Xxx 0000.
21.4 The Executive shall, during the course of and following the
termination of his employment under this Agreement, at the request
and expense of the Company execute on demand all such documents as
the Company may require and do all such other things as the Company
may consider to be necessary to enable the Company or its nominee:-
21.4.1 to obtain the full benefit, in such manner as the Company
may require, of any invention made by the Executive to
which the Company is entitled, to vest the rights arising
there from fully in the name of the Company or as it may
direct and to secure such patent, utility model, design
registration or other similar protection for such
Invention in any part of the world as the Company may
consider appropriate; and
21.4.2 to restrain the infringement of any patent, utility model,
design registration or other intellectual property rights
in any such invention, to restrain the infringement of any
other forms of unlawful or unfair competition relating to
any such Invention or to defend any claims of a like nature
which may be made against the Company or its nominee
arising directly or indirectly out of the use of any such
Invention by the Company or its nominee.
21.5 On receiving communication of any Invention which the Company accepts
as belonging to the Executive the Company shall be entitled to
negotiate with the Executive with a view to acquiring all or any
rights, title and benefit in such Invention. The Executive shall not,
without the prior written consent of the Company, disclose details
of any such Invention to any third party, except to a Chartered
Patent Agent for the purpose of seeking protection for such
Invention, nor use the same for his own personal benefit or otherwise
until the Company has, in writing, declined to negotiate to acquire
the Invention or until the expiry of three months, whichever is the
sooner, from the date of such communication. If such negotiations
are entered into, however, the Executive shall not, without the prior
written consent of the Company, disclose details of such invention
to any third party (except as provided above) until the conclusion of
such negotiations.
21.6 The Executive hereby irrevocably appoints the Company to be his
attorney in his name and on his behalf to execute all such documents
and to do all such acts as may be necessary or desirable to give
effect to the provisions of this clause.
21.7 Nothing in this clause 21 shall be taken as limiting or as being an
exception to the obligations of the Executive pursuant to clause 16
above.
21.8 The Executive shall promptly disclose to the Company all copyright
works or designs originated, conceived, written or made by him alone
or with others (excluding those works originated, conceived, written
or made by him wholly outside his normal working hours and which are
wholly unconnected with his employment) and shall hold them in trust
for the Company until such rights shall be fully and absolutely
vested in the Company.
21.9 The Executive hereby assigns to the Company by way of future
assignment all copyright, design right and other property rights (if
any) for the full terms thereof throughout the world in respect of
all copyright works and designs originated, conceived, written or
made by the Executive (excluding those works or designs originated,
conceived, written or made by the Executive wholly outside his normal
working hours and which are wholly unconnected with his employment).
21.10 The Executive hereby irrevocably and unconditionally waives in favour
of the Company any and all moral rights conferred on him by Chap IV
of Pt I of the Copyright Designs and Patents Xxx 0000 for any work in
which copyright or design right is vested in the Company whether by
this clause 21 or otherwise.
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21.11 The Executive shall, at the request and expense of the Company, do all
things necessary or desirable to substantiate the rights of the Company
under clauses 21.9 and 21.10.
22. PREVIOUS AGREEMENTS
All previous agreements or arrangements between the Executive and the Company
relating to the employment of the Executive shall be deemed to be cancelled and
any sums paid to the Executive by way of remuneration under any such other
agreements or arrangements in respect of any periods since the effective date
of commencement of the employment of the Executive under this Agreement (as set
out in clause 3 above) shall be deemed to have been received by the Executive
on account of the remuneration payable to him under this Agreement.
23. COLLECTIVE AGREEMENTS
There are no collective agreements which directly affect the terms and
conditions of this Agreement or the Executive's employment with the Company.
24. GENERAL
24.1 No amendment to this Agreement shall be effective unless made in writing
and signed by or on behalf of each of the parties to this Agreement save
that the Company reserves the right to make minor changes to any of the
terms of this Agreement from time to time provided that at least one
week's notice of such minor changes shall be given to the Executive prior
to such minor changes taking effect.
24.2 The complete or partial invalidity of unenforceability of any provision of
this Agreement for any purpose shall in no way affect the validity or
enforceability of such provision for any other purpose or the remaining
provisions of this Agreement.
24.3 The headings used in this Agreement are for convenience only and shall not
affect the construction of this Agreement.
24.4 The information in this Agreement constitutes a written statement of
particulars of employment of the Executive in accordance with the
provisions of the Employment Rights Xxx 0000.
24.5 This Agreement shall be governed by and construed in accordance with
English law and each of the parties to this Agreement submits to the
non-exclusive jurisdiction of the English courts with regard to any claim
or matter arising in relation to this Agreement.
25. NOTICES
Any notice to be given under this Agreement by either party to the other may be
served by sending the same by first class post addressed to the other party, in
the case of the Company at its registered office or in the case of the
Executive at his last known residential address. Any notice so given shall be
deemed to have been served at the expiration of 24 hours from the time of
posting.
12
IN WITNESS whereof this Agreement has been executed as a deed on the date
referred to at the beginning of this Agreement.
SIGNED as a DEED and DELIVERED by )
GENOMIC SOLUTIONS LIMITED acting )
by:- )
Chairman /s/
-------------------
Director/Secretary /s/
-------------------
SIGNED as a DEED and DELIVERED ) /s/
by the said XXXXX XXXXX in the )
presence of:- )
/s/
-12-
