Common use of Future Activities Clause in Contracts

Future Activities. 13.1 For the purpose of assuring to the Purchaser the full benefit of the Business the Vendor and Guarantor each covenant and undertake with the Purchaser that it shall not: 13.1.1 disclose to any person or itself use for any purpose the Customer List, the Information or any other confidential information concerning the Business and it shall keep the same confidential and shall use all reasonable endeavours to ensure that the use publication or disclosure by others (including without limitation existing or former employees or agents of the Vendor) of the same does not occur and is prevented; 13.1.2 for a period of 4 years after the Effective Time either on its own account or through any other person directly or indirectly solicit, interfere with or endeavour to entice away from the Purchaser any person who is now or has, during the two years preceding the Effective Time, been a customer or employee of, supplier to or otherwise in the habit of dealing with, the Vendor in relation to the Business; 13.1.3 for a period of 4 years after the Effective Time directly engage in the United Kingdom in any activity which is similar to or which directly competes with the Business or any material part thereof as it is now carried on. 13.1.4 for a period of 4 years after the Effective Time use the name Quest Software on its own or in any trading name or any similar sounding name in any business; 13.1.5 not at any time after the Effective Time grant licence or assign the right to use the name Quest Software on its own or any similar sounding name to any other party or purport to do so. 13.2 The Vendor shall promptly refer to the Purchaser all enquiries relating to the Business and assign to the Purchaser all orders relating to the Business, including enquiries or orders for any work, supplies of computer software or hardware or computer related services which the Vendor may in the future receive. 13.3 The Vendor and Guarantor agree with the Purchaser that the provisions of clause 13.1 are reasonable and necessary for the protection of the value of the Business and the Goodwill and that having regard to that fact those provisions do not work unfairly against the Vendor and the Guarantor. 13.4 The Vendor and Guarantor agree that if any of the provisions of clause 13.1 themselves or taken together, shall be adjudged to go beyond what is reasonable in all the circumstances for the protection of the legitimate interests of the Purchaser but would be adjudged reasonable if part or parts of the wording thereof were deleted or amended or qualified or the periods thereof were reduced or the range of business activities or area dealt with were thereby reduced in scope, then the relevant provision shall apply with such modification as may be necessary to make it or them valid and effective.

Future Activities. 13.1 For 15.1 The Vendor covenants and undertakes with the purpose of assuring Purchaser that:- 15.1.1 it shall during the Option Period and at its own expense co-operate with assist and participate in the Purchaser's public relations and marketing activities in relation to the Purchaser transfer of the full Business and the Vendor shall use all reasonable endeavors to ensure the maximum possible benefit of the Business the Vendor and Guarantor each covenant and undertake with to the Purchaser that including without limitation maintaining the level of sales turnover of the Business as at the 19 Effective Date and by referring business where possible in addition to the foregoing matters; 15.1.2 it shall not: 13.1.1 not at any time following the Effective Date disclose to any person firm association or itself use for company (except as required by law or disclosure to its professional advisers) any purpose information as to the Customer List, the Information or any other confidential information concerning practice dealings management finances clients customers suppliers and affairs of the Business and the Assets or any business of the Purchaser carried on as at the Effective Date; 15.1.3 it shall keep the same confidential and shall use all reasonable endeavours to ensure that the use publication or disclosure by others (including without limitation existing or former employees or agents of the Vendor) of the same does not occur and is prevented; 13.1.2 for a period of 4 2 years after following the Effective Time Date either on its own account or through any other person directly or indirectly;- (a) make any announcements of any kind do or omit to do anything with the intention of in any way impeding or harming the development and profitability of the Business or the Purchaser or otherwise in bad faith; (b) solicit entice or procure any of the Transferring Employees to leave the employment of the Purchaser (whether or not such Transferring Employee would be in breach of his contract of employment); (c) solicit interfere with entice or procure any supplier in connection with the Business to cease or restrict any supplies to the Purchaser; (d) solicit interfere with or endeavour to entice away from the Purchaser any person firm association or company who is or has during the two years preceding the Effective Date been a client or customer of the Vendor in relation to the Business; (e) directly or indirectly engage in the United Kingdom and such other countries as the Vendor carries on the Business as at the Effective Date in any activity which competes directly or indirectly the Business or any material part of it. 15.2 The Purchaser covenants and undertakes with the Vendor that:- 15.2.1 it shall during the Option Period refer business where possible to the Vendor in relation to its Netcool business as carried on as at the Effective Date; 15.2.2 it shall not at any time following the Effective Date disclose to any person firm association or company (except as required by law or disclosure to its professional advisors) any information as to the practice dealings management finances clients customers suppliers and affairs of the business of the Vendor carried on as at the Effective Date; 15.2.3 it shall not for a period of 2 years following the Effective Date either on its own account or through any other person directly or indirectly solicit, interfere with solicit entice or endeavour to entice away from the Purchaser any person who is now or has, during the two years preceding the Effective Time, been a customer or employee of, supplier to or otherwise in the habit of dealing with, the Vendor in relation to the Business; 13.1.3 for a period of 4 years after the Effective Time directly engage in the United Kingdom in any activity which is similar to or which directly competes with the Business or any material part thereof as it is now carried on. 13.1.4 for a period of 4 years after the Effective Time use the name Quest Software on its own or in any trading name or any similar sounding name in any business; 13.1.5 not at any time after the Effective Time grant licence or assign the right to use the name Quest Software on its own or any similar sounding name to any other party or purport to do so. 13.2 The Vendor shall promptly refer to the Purchaser all enquiries relating to the Business and assign to the Purchaser all orders relating to the Business, including enquiries or orders for any work, supplies of computer software or hardware or computer related services which the Vendor may in the future receive. 13.3 The Vendor and Guarantor agree with the Purchaser that the provisions of clause 13.1 are reasonable and necessary for the protection of the value of the Business and the Goodwill and that having regard to that fact those provisions do not work unfairly against the Vendor and the Guarantor. 13.4 The Vendor and Guarantor agree that if procure any of the provisions of clause 13.1 themselves or taken together, shall be adjudged Excluded Employees to go beyond what is reasonable in all leave the circumstances for the protection employment of the legitimate interests of the Purchaser but Vendor (whether or not such Excluded Employee would be adjudged reasonable if part or parts in breach of the wording thereof were deleted or amended or qualified or the periods thereof were reduced or the range his contract of business activities or area dealt with were thereby reduced in scope, then the relevant provision shall apply with such modification as may be necessary to make it or them valid and effective.employment);

Future Activities. 13.1 For the purpose of assuring to the Purchaser the full benefit of the Business the Vendor covenants and Guarantor each covenant and undertake undertakes with the Purchaser that it shall not: 13.1.1 disclose to any person or itself use for any purpose the Customer List, the Information or any other confidential information concerning the Business and it shall keep the same confidential and shall use all reasonable endeavours endeavors to ensure that the use publication or disclosure by by' others (including without limitation existing or former employees or agents of the Vendor) of the same does not occur and is prevented; 13.1.2 for a period of 4 5 years after the Effective Time either on its own account or through any other person directly or indirectly solicit, interfere with or endeavour endeavor to entice away from the Purchaser any person who is now or has, during the two years preceding the Effective Time, been a customer or employee of, supplier to or otherwise in the habit of dealing with, the Vendor in relation to the Business; 13.1.3 for a period of 4 5 years after the Effective Time directly or indirectly engage in the United Kingdom in any activity which is similar to or which directly or indirectly competes with the Business or any material part thereof as it is now carried on. 13.1.4 for a period of 4 years after the Effective Time use the name Quest Software on its own or in any trading name or any similar sounding name in any business; 13.1.5 not at any time after the Effective Time grant licence or assign the right to use the name Quest Software on its own or any similar sounding name to any other party or purport to do so. 13.2 The Vendor shall promptly refer to the Purchaser all enquiries relating to the Business and assign to the Purchaser all orders relating to the Business, including enquiries or orders for any work, supplies of computer software or hardware or computer related services which the Vendor may in the future receive. 13.3 The Vendor and Guarantor agree agrees with the Purchaser that the provisions of clause 13.1 are reasonable and necessary for the protection of the value of the Business and the Goodwill and that having regard to that fact those provisions do not work unfairly against the Vendor and the GuarantorVendor. 13.4 The Vendor and Guarantor agree agrees that if any of the provisions of clause 13.1 themselves or taken together, shall be adjudged to go beyond what is reasonable in all the circumstances for the protection of the legitimate interests of the Purchaser but would be he adjudged reasonable if part or parts of the wording thereof were deleted or amended or qualified or the periods thereof were reduced or the range of business activities or area dealt with were thereby reduced in scope, then the relevant provision shall apply with such modification as may be necessary to make it or them valid and effective.