13. NON SOLICITATION AND POST-TERMINATION RESTRAINT
(A) From the date the Employee’s employment ends, the Employee agrees not to solicit or attempt to solicit business from any client for the duration of the Restraint Period.
(B) From the date the Employee’s employment ends, the Employee agrees not to engage or prepare to engage in a business that competes with the business of the Employer or any Associated Entities for the duration of the Restraint Period within the Restraint Area.
(C) From the date the Employee’s employment ends, the Employee agrees not to solicit, attempt to solicit, entice or encourage any employee of the Client or the Employer or any Associated Entities to leave their engagement with the Employer for the duration of the Restraint Period within the Restraint Area.
(D) From the date the Employee’s employment ends, the Employee agrees not to interfere or attempt to interfere with the relationship between the Employer or any Associated Entities and its Clients, employees or suppliers for the duration of the Restraint Period.
(E) In this provision:
(i) Client means any person, firm or company who at any time during the period of 12 months prior to the termination of the Employee’s employment was a Client of the Employer or any Related Body Corporate, in respect of the part or parts of the business in which the Employee was employed.
(II) Restraint Period means:
1. 24 months; or
2. 18 months; or
3. 12 months.
(III) Restraint Area means:
1. 20 km radius from the Employer’s location;
2. 15 km radius from the Employer’s location; or
3. 10 km radius from the Employer’s location.
(F) The restrictions in this clause apply to conduct which is either direct or indirect (eg done through an agent of any kind) and regardless of whether the conduct is engaged in for the Employee’s own benefit or for the benefit of any other person or entity.
(G) Each of the covenants in this clause will have effect as if it were the number of separate covenants resulting from combining each covenant with each subsection of the defining terms, referred to in the covenant. Each of the above obligations are separate and independent obligations. In the event that one or more of the obligations are found to be unenforceable, the remaining obligations will continue to apply.
(H) The Employee acknowledges that each of the above restrictions are reasonable and necessary to protect the Employer’s legitimate interest.
(I) The Employee acknowledges that the Employee will be liable in damages (including punitive or special damages) arising out of the breach of any of the terms of this provision.
14. POST TERMINATION OBLIGATIONS
14.1 Return of Employer property
Upon termination of this agreement, the Employee must deliver to the Employer or its authorised representative without any further demand:
(A) documents in the Employee’s possession or control relating in any way to any Confidential Information of or to the business or affairs of the Employer (and the (B) Employee will not be entitled to keep any copies or counterparts); and
any property of the Employer which the Employer is entitled to possess including but not limited to all software, computers and peripherals, mobile phones, credit cards and keys.
14.2 Continuing obligations
Any provision of this agreement remaining to be performed or observed by the Employee or having effect after the termination of this agreement for whatever reason remains in full force and effect and is binding on the Employee.
15. GENERAL MATTERS
(A) This agreement constitutes the entire agreement between the Employee and the Employer regarding the matters set out in it and supersedes any prior negotiations, representations, understandings, commitments, memoranda or arrangements made between the Employee and the Employer, whether orally or in writing.
(B) The Employee acknowledges that in entering into this agreement the Employee has not relied on any representations or warranties about the subject matter of this agreement except as provided in this agreement.
(C) This agreement can only be varied by mutual agreement of the parties in writing.
(D) Failure or omission by the Employer at any time to enforce or require strict or timely compliance with any provision of this agreement does not affect or impair that provision in any way or the rights of the Employer to avail itself of the remedies it may have in respect of any breach of that provision.
(E) This agreement is governed by the laws in force in the location specified in the Reference Schedule Item 5 and each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of that state.
(F) If any clause or part of any clause is in any way unenforceable, invalid or illegal, it is to be read down so as to be enforceable, valid and legal. If this is not possible, the clause (or where possible, the offending part) is to be severed from this agreement without affecting the enforceability, validity or legality of the remaining clauses (or parts of those clauses) which will continue in full force and effect.
16. FAIR WORK INFORMATION STATEMENT
By signing the Contract, the Employee acknowledges that the Employer has provided the Employee with a copy of the Fair Work Information Statement.