高级职员雇佣合同翻译（英文版 下部分）

　　17. OUTSIDE INTERESTS

　　17.1 Subject to [clause 17.2], during the Appointment the Employee shall not, except as a representative of the Company or with the prior written approval of the [Company OR Board], whether paid or unpaid, be directly or indirectly engaged, concerned or have any financial interest in any Capacity in any other business, trade, profession or occupation (or the setting up of any business, trade, profession or occupation).

　　17.2 Notwithstanding [clause 17.1], the Employee may hold an investment by way of shares or other securities of not more than [5]% of the total issued share capital of any company (whether or not it is listed or dealt in on a recognised stock exchange) where such company does not carry on a business similar to or competitive with any business for the time being carried on by [the Company OR any Group Company].

　　17.3 The Employee agrees to disclose to the [Company OR Board] any matters relating to his spouse or civil partner (or anyone living as such), children or parents which may, in the reasonable opinion of the [Company OR Board], be considered to interfere, conflict or compete with the proper performance of the Employee's obligations under this agreement.

　　18. CONFIDENTIAL INFORMATION

　　18.1 The Employee acknowledges that in the course of the Appointment he will have access to Confidential Information. The Employee has therefore agreed to accept the restrictions in this [clause 18].

　　18.2 The Employee shall not (except in the proper course of his duties), either during the Appointment or at any time after its termination (howsoever arising), use or disclose to any person, company or other organisation whatsoever (and shall use his best endeavours to prevent the publication or disclosure of) any Confidential Information. This restriction does not apply to:

　　(a) any use or disclosure authorised by the Board or required by law; or

　　(b) any information which is already in, or comes into, the public domain other than through the Employee's unauthorised disclosure; or

　　(c) prevent the Employee from making a protected disclosure within the meaning of section 43A of the Employment Rights Act 1996.

　　19. INTELLECTUAL PROPERTY

　　19.1 The Employee acknowledges that all Employment IPRs, Employment Inventions and all materials embodying them shall automatically belong to the Company to the fullest extent permitted by law. To the extent that they do not vest in the Company automatically, the Employee holds them on trust for the Company.

　　19.2 The Employee acknowledges that, because of the nature of his duties and the particular responsibilities arising from the nature of his duties, he has, and shall have at all times while he is employed by the Company, a special obligation to further the interests of the Company.

　　19.3 To the extent that legal title in any Employment IPRs or Employment Inventions does not vest in the Company by virtue of [clause 19.1], the Employee agrees, immediately upon creation of such rights and inventions, to offer to the Company in writing a right of first refusal to acquire them on arm´s length terms to be agreed between the parties. If the parties cannot agree on such terms within [30] days of the Company receiving the offer, the Company shall refer the dispute to an arbitrator who shall be appointed by the President of [RELEVANT INSTITUTE]. The arbitrator's decisions shall be final and binding on the parties, and the costs of arbitration shall be borne equally by the parties. The Employee agrees that the provisions of this [clause 19] shall apply to all Employment IPRs and Employment Inventions offered to the Company under this [clause 19.3] until such time as the Company has agreed in writing that the Employee may offer them for sale to a third party.

　　19.4 The Employee agrees:

　　(a) to give the Company full written details of all Employment Inventions [which relate to or are capable of being used in the business of [the Company OR any Group Company]] promptly on their creation;

　　(b) at the Company's request and in any event on the termination of his employment to give to the Company all originals and copies of correspondence, documents, papers and records on all media which record or relate to any of the Employment IPRs;

　　(c) not to attempt to register any Employment IPR nor patent any Employment Invention unless requested to do so by the Company; and

　　(d) to keep confidential each Employment Invention unless the Company has consented in writing to its disclosure by the Employee.

　　19.5 The Employee waives all his present and future moral rights which arise under the Copyright Designs and Patents Act 1988, and all similar rights in other jurisdictions relating to any copyright which forms part of the Employment IPRs, and agrees not to support, maintain nor permit any claim for infringement of moral rights in such copyright works.

　　19.6 The Employee acknowledges that, except as provided by law, no further remuneration or compensation other than that provided for in this agreement is or may become due to the Employee in respect of his compliance with this clause. This clause is without prejudice to the Employee´s rights under the Patents Act 1977.

　　19.7 The Employee undertakes to use his best endeavours to execute all documents and do all acts both during and after his employment by the Company as may, in the opinion of the [Company OR Board], be necessary or desirable to vest the Employment IPRs in the Company, to register them in the name of the Company and to protect and maintain the Employment IPRs and the Employment Inventions. Such documents may, at the Company's request, include waivers of all and any statutory moral rights relating to any copyright works which form part of the Employment IPRs. The Company agrees to reimburse the Employee's reasonable expenses of complying with this [clause 19.7].

　　19.8 The Employee agrees to give all necessary assistance to the Company to enable it to enforce its Intellectual Property Rights against third parties, to defend claims for infringement of third party Intellectual Property Rights and to apply for registration of Intellectual Property Rights, where appropriate throughout the world, and for the full term of those rights.

　　19.9 The Employee hereby irrevocably appoints the Company to be his attorney to execute and do any such instrument or thing and generally to use his name for the purpose of giving the Company or its nominee the benefit of this [clause 19]. The Employee acknowledges in favour of a third party that a certificate in writing signed by any Director or the Secretary of the Company that any instrument or act falls within the authority conferred by this [clause 19] shall be conclusive evidence that such is the case.

　　20. DIRECTORSHIP

　　20.1 [Except with the prior approval of the Board, or as provided in the articles of association of [the Company OR any Group Company of which he is a director], the Employee shall not resign as a director of [the Company OR any Group Company].

　　20.2 [If during the Appointment the Employee ceases to be a director of [the Company OR any Group Company] (otherwise than by reason of his death, resignation or disqualification pursuant to the articles of association of the Company [or the relevant Group Company], as amended from time to time, or by statute or court order) the Appointment shall continue with the Employee as an employee only and the terms of this agreement (other than those relating to the holding of the office of director) shall continue in full force and effect. The Employee shall have no claims in respect of such cessation of office.]

　　21. TERMINATION

　　21.1 Notwithstanding [clause 2.1], the Company may, in its sole and absolute discretion, terminate the Appointment at any time and with immediate effect by paying a sum in lieu of notice (Payment in Lieu) equal to the basic salary (as at the date of termination) which the Employee would have been entitled to receive under this agreement during the notice period referred to at [clause 2.1] (or, if notice has already been given, during the remainder of the notice period) less income tax and National Insurance contributions. For the avoidance of doubt, the Payment in Lieu shall not include any element in relation to:

　　(a) any bonus or commission payments that might otherwise have been due during the period for which the Payment in Lieu is made;

　　(b) any payment in respect of benefits which the Employee would have been entitled to receive during the period for which the Payment in Lieu is made; and

　　(c) any payment in respect of any holiday entitlement that would have accrued during the period for which the Payment in Lieu is made.

　　21.2 The Company may pay any sums due under [clause 21.1] in equal monthly instalments until the date on which the notice period referred to at [clause 2.1] would have expired if notice had been given. The Employee shall be obliged to seek alternative income during this period and to notify the Company of any income so received. The instalment payments shall then be reduced by the amount of such income.

　　21.3 The Employee shall have no right to receive a Payment in Lieu unless the Company has exercised its discretion in [clause 21.1]. Nothing in this [clause 21] shall prevent the Company from terminating the Appointment in breach.

　　21.4 The Company may also terminate the Appointment with immediate effect without notice and with no liability to make any further payment to the Employee (other than in respect of amounts accrued due at the date of termination) if the Employee:

　　(a) [is disqualified from acting as a director or resigns as a director from [the Company OR any Group Company] without the prior written approval of the Board; or]

　　(b) [is guilty of a [serious] breach of the rules or regulations as amended from time to time of the UK Listing Authority (including the Model Code for transactions in securities by directors of listed companies), the FSA or any regulatory authorities relevant to [the Company OR any Group Company] or any code of practice issued by the Company (as amended from time to time); or]

　　(c) [fails or ceases to meet the requirements of any regulatory body whose consent is required to enable him to undertake all or any of his duties under the Appointment or is guilty of a serious breach of the rules and regulations of such regulatory body or of any compliance manual of [the Company OR any Group Company]; or ]

　　(d) is guilty of any gross misconduct affecting the business of [the Company OR any Group Company]; or

　　(e) commits any serious or repeated breach or non-observance of any of the provisions of this agreement or refuses or neglects to comply with any reasonable and lawful directions of the [Company OR Board]; or

　　(f) is, in the reasonable opinion of the Board, negligent and incompetent in the performance of his duties; or

　　(g) is declared bankrupt or makes any arrangement with or for the benefit of his creditors or has a county court administration order made against him under the County Court Act 1984; or

　　(h) is convicted of any criminal offence (other than an offence under any road traffic legislation in the United Kingdom or elsewhere for which a fine or non-custodial penalty is imposed) [or any offence under any regulation or legislation relating to insider dealing]; or

　　(i) [ceases to hold [PROFESSIONAL QUALIFICATION]; or]

　　(j) [becomes of unsound mind or a patient under any statute relating to mental health; or]

　　(k) ceases to be eligible to work in the United Kingdom in accordance with section 8 of the Asylum and Immigration Act 1996; or

　　(l) is guilty of any fraud or dishonesty or acts in any manner which in the opinion of the [Company OR Board] brings or is likely to bring the Employee or [the Company OR any Group Company] into disrepute or is materially adverse to the interests of [the Company OR any Group Company]; or

　　(m) is guilty of a serious breach of any rules issued by the Company from time to time regarding its electronic communications systems; or

　　(n) is unable by reason of Incapacity to perform his duties under this agreement for an aggregate period of [NUMBER TO BE THE SAME AS IN CLAUSE 16.1] weeks in any [52] week period even if, as a result of such termination, the Employee would or might forfeit any entitlement to benefit from sick pay under [clause 16.1] or permanent health insurance under [clause 10.1] [, save that the Company shall not terminate the Appointment solely on grounds of the Employee's Incapacity where such an entitlement or benefit would be forfeited].

　　21.5 The rights of the Company under [clause 21.4] are without prejudice to any other rights that it might have at law to terminate the Appointment or to accept any breach of this agreement by the Employee as having brought the agreement to an end. Any delay by the Company in exercising its rights to terminate shall not constitute a waiver thereof.

　　22. CHANGE OF CONTROL

　　Enhanced notice period

　　22.1 [If there is a Change of Control of the Company and, within [NUMBER] months following the Change of Control [directly or indirectly in connection with it], the Company serves notice to terminate the Appointment (other than for cause in accordance with [clause 21.4]), the notice period required from the Company under [clause 2.1] shall increase to [NUMBER] months and any payment in lieu of notice payable under [clause 21.1] shall be calculated by reference to such increased notice period.

　　22.2 For the avoidance of doubt such increased notice period shall not extend beyond the Employee's contractual retirement age (or such later date as may subsequently be agreed to be the Employee's retirement age).

　　OR

　　Lump sum payment: breach of contract

　　22.3 If there is a Change of Control of the Company and, within [NUMBER] months following the Change of Control [directly or indirectly in connection with it]:

　　(a) the Company terminates the Appointment in breach of the terms of this agreement (other than for cause pursuant to [clause 21.4]); or

　　(b) the Employee terminates the Appointment in response to a fundamental breach of contract by the Company,

　　the Company shall, subject to [clause 22.4] below, pay the Agreed Sum to the Employee within [one month] following Termination. The Agreed Sum shall be payable less any tax or other statutory deductions which the Company is obliged to deduct.

　　22.4 The payment of the Agreed Sum shall be conditional upon and in consideration of:

　　(a) the Employee complying with the obligations in [clause 24];

　　(b) the Employee complying with (and continuing to comply with) his obligations relating to confidentiality, intellectual property and restrictive covenants as set out in [clause 18], [clause 19] and [clause 25] respectively;

　　(c) [clause 25] applying notwithstanding that the Appointment may, or without the payment of the Agreed Sum might, otherwise have been repudiated by the Company; and

　　(d) the Employee executing such documents in a form reasonably acceptable to the Company as it may require.

　　22.5 For the avoidance of doubt, the payment of the Agreed Sum shall not affect the Employee's entitlement to any of the following:

　　(a) any accrued but unpaid salary;

　　(b) any payment in lieu of accrued but unused holiday; or

　　(c) the reimbursement of expenses, provided that all claims for reimbursement are submitted within [four weeks] after Termination,

　　in relation, in each case, to the period prior to Termination.

　　22.6 To the extent that the Agreed Sum is damages (which is not admitted), the parties agree that the terms of this clause 22 represent a genuine pre-estimate of the loss to the Employee that would arise on termination of the Appointment in the circumstances described and does not constitute a penalty. The [Company waives any requirement on the Employee to mitigate his losses in respect of such termination and, the] Employee shall, subject to [clause 22.5], accept the Agreed Sum in full and final settlement of all and any claims that he may have arising out of the Appointment or its termination [excluding any personal injury claims of which he is not aware at Termination or any claims in relation to accrued entitlements under the [NAME] pension scheme].

　　OR

　　Lump sum payment: no breach of contract

　　22.7 If there is a Change of Control of the Company and, within [NUMBER] months following the Change of Control [directly or indirectly in connection with it]:

　　(a) the Company terminates the Appointment in accordance with the terms of this agreement (other than for cause pursuant to [clause 21.4]); or

　　(b) the Employee serves notice to terminate the Appointment in accordance with [clause 2.1],

　　the Company shall, subject to [clause 22.8] below, pay the Agreed Sum to the Employee within [one month] following Termination. The Agreed Sum shall be payable less any tax or other statutory deductions which the Company is obliged to deduct.

　　22.8 The payment of the Agreed Sum shall be conditional upon and in consideration of:

　　(a) the Employee complying with the obligations in [clause 24] ;

　　(b) the Employee complying with and continuing to comply with his obligations relating to confidentiality, intellectual property and restrictive covenants as set out in [clause 18], [clause 19] and [clause 25] respectively;

　　(c) [clause 25] applying notwithstanding that the Appointment may or without the payment of the Prescribed Sum might, otherwise have been repudiated by the Company; and

　　(d) the Employee executing such documents in a form reasonably acceptable to the Company as it may require.

　　22.9 For the avoidance of doubt, the payment of the Agreed Sum shall not affect the Employee's entitlement to any of the following:

　　(a) any accrued but unpaid salary;

　　(b) any payment in lieu of accrued but unused holiday; or

　　(c) the reimbursement of expenses, provided that all claims for reimbursement are submitted within [four weeks] after Termination,

　　in relation, in each case, to the period prior to Termination.

　　22.10 To the extent that the Agreed Sum is damages (which is not admitted), the parties agree that the terms of this [clause 22] represent a genuine pre-estimate of the loss to the Employee that would arise on termination of the Appointment in the circumstances described and does not constitute a penalty. The [Company waives any requirement on the Employee to mitigate his losses in respect of such termination and, the] Employee shall, subject to [clause 22.9], accept the Agreed Sum in full and final settlement of all and any claims that he may have arising out of the Appointment or its termination [excluding any personal injury claims of which he is not aware at Termination or any claims in relation to accrued entitlements under the [NAME] pension scheme]].

　　23. GARDEN LEAVE

　　23.1 Following service of notice to terminate the Appointment by either party, or if the Employee purports to terminate the Appointment in breach of contract, [and, if the [Company OR Board] so decides, [at any time during the Appointment OR in order to investigate a reasonable belief that the Employee is guilty of gross misconduct,] the [Company OR Board] may by written notice require the Employee not to perform any services (or to perform only specified services) for the Company [or any Group Company] until the termination of the Appointment [or a specified date]. [Any period of Garden Leave shall not normally exceed [PERIOD].]

　　23.2 During any period of Garden Leave the Company shall be under no obligation to provide any work to, or vest any powers in, the Employee, who shall have no right to perform any services for the Company [or any Group Company].

　　23.3 During any period of Garden Leave the Employee shall:

　　(a) continue to receive [his salary OR the Salary] and all contractual benefits in the usual way and subject to the terms of any benefit arrangement;

　　(b) remain an employee of the Company and bound by the terms of [this agreement OR his contract of employment with the Company];

　　(c) not, without the prior written consent of [POSITION], attend his place of work or any other premises of the Company [or any Group Company];

　　(d) not, without the prior written consent of [POSITION], contact or deal with (or attempt to contact or deal with) any officer, employee, consultant, client, customer, supplier, agent, distributor, shareholder, adviser or other business contact of the Company [or any Group Company]; and

　　(e) (except during any periods taken as holiday in the usual way) ensure that [POSITION] knows where he will be and how he can be contacted during each working day [and shall comply with any written requests to contact a specified employee of the Company at specified intervals].

　　24. OBLIGATIONS UPON TERMINATION

　　24.1 On termination of the Appointment (howsoever arising) or, if earlier, at the start of a period of Garden Leave [following the service of notice or purported termination of the Appointment by the Employee], the Employee shall:

　　(a) [immediately resign, without any claim for compensation, from any directorships in [the Company OR any Group Company] [or from any position which he holds as a trustee in relation to the business of [the Company OR any Group Company];]

　　(b) [transfer [without payment] to the Company or as it may direct any shares or other securities held by him in the Company [or any Group Company] as a nominee or trustee for the Company [or any Group Company] and deliver to the Company the related certificates;]

　　(c) subject to [clause 24.1(d)] if applicable, immediately deliver to the Company all documents, books, materials, records, correspondence, papers and information (on whatever media and wherever located) relating to the business or affairs of [the Company OR any Group Company] [or [its OR their] business contacts], any keys, [credit card] and any other property of [the Company OR any Group Company] [including any car provided to the Employee], which is in his possession or under his control;

　　(d) where the Employee is on Garden Leave he shall not be required to return to the Company any property provided to him as a contractual benefit;

　　(e) irretrievably delete any information relating to the business of [the Company OR any Group Company] stored on any magnetic or optical disk or memory and all matter derived from such sources which is in his possession or under his control outside the Company's premises; and

　　(f) provide a signed statement that he has complied fully with his obligations under this [clause 24.1].

　　24.2 The Employee hereby irrevocably appoints the Company to be his attorney to execute and do any such instrument or thing and generally to use his name for the purpose of giving the Company or its nominee the full benefit of [clause 24.1(a)] and [clause 24.1(b)].

　　24.3 [On termination of the Appointment howsoever arising the Employee shall not be entitled to any compensation for the loss of any rights or benefits under any [share option, bonus, long-term incentive plan or other] profit sharing scheme operated by [the Company OR any Group Company] in which he may participate.]

　　25. POST-TERMINATION RESTRICTIONS

　　25.1 In order to protect the [confidential information], trade secrets and business connections of the Company [and each Group Company] to which he has access as a result of the Appointment, the Employee covenants with the Company [(for itself and as trustee and agent for each Group Company)] that he shall not:

　　(a) for [PERIOD] months after Termination solicit or endeavour to entice away from the Company [or any Group Company] the business or custom of a Restricted Customer with a view to providing goods or services to that Restricted Customer in competition with any Restricted Business; or

　　(b) for [PERIOD] months after Termination [in the course of any business concern which is in competition with any Restricted Business], offer to employ or engage or otherwise endeavour to entice away from the Company [or any Group Company] any Restricted Person; or

　　(c) for [PERIOD] months after Termination, be involved in any Capacity with any business concern which is (or intends to be) in competition with any Restricted Business; or

　　(d) for [PERIOD] months after Termination be involved with the provision of goods or services to (or otherwise have any business dealings with) any Restricted Customer in the course of any business concern which is in competition with any Restricted Business; or

　　(e) at any time after Termination, represent himself as connected with the Company [or any Group Company] in any Capacity.

　　25.2 None of the restrictions in [clause 25.1] shall prevent the Employee from:

　　(a) holding an investment by way of shares or other securities of not more than [5]% of the total issued share capital of any company, whether or not it is listed or dealt in on a recognised stock exchange; or

　　(b) being engaged or concerned in any business concern insofar as the Employee's duties or work shall relate solely to geographical areas where the business concern is not in competition with any Restricted Business; or

　　(c) being engaged or concerned in any business concern, provided that the Employee's duties or work shall relate solely to services or activities of a kind with which the Employee was not concerned to a material extent in the [PERIOD] months prior to Termination.

　　25.3 The restrictions imposed on the Employee by this [clause 25] apply to him acting:

　　(a) directly or indirectly; and

　　(b) on his own behalf or on behalf of, or in conjunction with, any firm, company or person.

　　25.4 The period[s] for which the restriction[s] in [clause 25.1] apply shall be reduced by any period that the Employee spends on Garden Leave immediately prior to Termination.

　　25.5 If the Employee receives an offer to be involved in a business concern in any Capacity during the Appointment, or prior to the expiry of the last of the covenants in this [clause 25], the Employee shall give the person making the offer a copy of this [clause 25] [and shall tell the Company the identity of that person as soon as possible after accepting the offer].

　　25.6 The Company and the Employee entered into the restrictions in this [clause 25] having been separately legally advised.

　　25.7 Each of the restrictions in this [clause 25] is intended to be separate and severable. If any of the restrictions shall be held to be void but would be valid if part of their wording were deleted, such restriction shall apply with such deletion as may be necessary to make it valid or effective.

　　25.8 The Employee will, at the request and expense of the Company, enter into a separate agreement with any Group Company in which he agrees to be bound by restrictions corresponding to those restrictions in this [clause 25] (or such of those restrictions as may be appropriate) in relation to that Group Company.

　　26. DISCIPLINARY AND GRIEVANCE PROCEDURES

　　26.1 The Employee is subject to the Company's disciplinary and grievance procedures, copies of which are available from [POSITION]. These procedures do not form part of the Employee's contract of employment.

　　26.2 If the Employee wishes to appeal against a disciplinary decision he may apply in writing to [POSITION] in accordance with the Company's disciplinary procedure.

　　26.3 The [Company OR Board] may at any time suspend the Employee for a period of up to [NUMBER] [days OR weeks] during any period in which the Company is carrying out a disciplinary investigation into any alleged acts or defaults of the Employee. During any period of suspension the Employee shall continue to receive his salary and contractual benefits.

　　26.4 If the Employee wishes to raise a grievance, he may apply in writing to [POSITION] in accordance with the Company's grievance procedure.

　　27. PENSIONS

　　Where there is an occupational pension scheme

　　27.1 [The Employee may participate in the Company's occupational pension scheme (or such other HM Revenue and Customs (HMRC) registered occupational pension scheme as may be established by the Company to replace its occupational pension scheme) subject to the rules of the relevant scheme and the tax reliefs and exemptions available from HMRC, in both cases as amended from time to time. Full details of the scheme are available from [POSITION].

　　27.2 The Employee shall pay such contributions to the Company's occupational pension scheme as may be required by the rules of such scheme as amended from time to time. The contributions shall be made by way of deductions from the Employee's salary.

　　27.3 The Company shall procure that any scheme which is set up to replace its occupational pension scheme will provide benefits which, taken as a whole, shall be no less favourable to the Employee than the benefits to which he would have been entitled had he continued to be a member of its original occupational pension scheme, subject to any statutory limitations on benefits or HMRC requirements for the registration of pension schemes as determined from time to time.

　　27.4 [The Employee may also participate in [a funded OR an unfunded] unapproved retirement benefit scheme, subject to the rules of such scheme, as amended from time to time. Full details of the scheme are available from [POSITION]].

　　27.5 A contracting-out certificate is [not] in force in respect of the Appointment.

　　OR

　　Where there is a group personal pension scheme

　　27.6 During each year of the Appointment, the Company shall contribute an amount equal to [NUMBER]% of the Employee's salary in equal monthly instalments in arrears to its group personal pension scheme (or such other HM Revenue and Customs (HMRC) registered group personal pension scheme as may be set up by the Company to replace its group personal pension scheme). The Company's contributions to such scheme shall be subject to the rules of the scheme and the tax relief and exemptions available from HMRC, as amended from time to time.

　　27.7 The Employee may contribute an amount equal to [NUMBER]% of the Employee's salary, in equal monthly instalments in arrears, to the scheme. Such contributions by the Employee shall be made by way of deduction from the Employee's salary.

　　27.8 A contracting-out certificate is [not] in force in respect of the Appointment.

　　OR

　　Where there is a personal pension scheme

　　27.9 During each year of the Appointment, the Company shall contribute an amount equal to [NUMBER]% of the Employee's salary in equal monthly instalments in arrears to the Employee's personal pension scheme (or such other HM Revenue and Customs (HMRC) registered personal pension scheme for the benefit of the Employee as the Employee may notify to the Company in writing). The Company's contributions to such scheme shall be subject to the rules of the scheme and the tax reliefs and exemptions available from HMRC, as amended from time to time.

　　27.10 The Employee may contribute an amount equal to [NUMBER]% of the Employee's salary, in equal monthly instalments in arrears, to the scheme. Such contributions by the Employee shall be made by way of deduction from the Employee's salary

　　27.11 A contracting-out certificate is [not] in force in respect of the Appointment.

　　OR

　　Where there is a stakeholder pension but the employer does not contribute

　　27.12 There is no entitlement to pensions benefit in relation to the Appointment, however, the Company shall provide access to a designated stakeholder pension scheme as required by law. The Company does not make any contributions to such stakeholder scheme.

　　27.13 A contracting-out certificate is [not] in force in respect of the Appointment.]

　　28. DATA PROTECTION

　　28.1 [The Employee confirms that he has read and understood the Company's data protection policy, a copy of which [is contained in the Staff Handbook OR is available from [POSITION]]. The Company is entitled to make changes to its data protection policy, but will notify employees in writing of any such changes.]

　　28.2 The Employee consents to [the Company OR any Group Company] processing data relating to the Employee for legal, personnel, administrative and management purposes and in particular to the processing of any sensitive personal data (as defined in the Data Protection Act 1998) relating to the Employee, including, as appropriate:

　　(a) information about the Employee's physical or mental health or condition in order to monitor sick leave and take decisions as to the Employee's fitness for work;

　　(b) the Employee's racial or ethnic origin or religious or similar information in order to monitor compliance with equal opportunities legislation;

　　(c) information relating to any criminal proceedings in which the Employee has been involved for insurance purposes and in order to comply with legal requirements and obligations to third parties; and

　　(d) [ANY OTHER SENSITIVE DATA TO BE PROCESSED, FOR EXAMPLE, POLITICAL OPINIONS, UNION MEMBERSHIP OR SEXUAL LIFE].

　　28.3 The Company may make such information available to [any Group Company], those who provide products or services to [the Company OR any Group Company] (such as advisers and payroll administrators), regulatory authorities, potential or future employers, governmental or quasi-governmental organisations and potential purchasers of the Company or the business in which the Employee works.

　　28.4 The Employee consents to the transfer of such information to [any Group Company [and]] the Company's OR any Group Company's] business contacts outside the European Economic Area in order to further [its OR their] business interests even where the country or territory in question does not maintain adequate data protection standards.

　　29. COLLECTIVE AGREEMENT

　　[There is no collective agreement which directly affects the Appointment.

　　OR

　　The Collective Agreement between [NAME] and [NAME] dated [DATE], a copy of which is available from [POSITION], directly affects the Appointment.]

　　30. RECONSTRUCTION AND AMALGAMATION

　　If the Appointment is terminated at any time by reason of any reconstruction or amalgamation of the Company [or any Group Company], whether by winding up or otherwise, and the Employee is offered employment with any concern or undertaking involved in or resulting from such reconstruction or amalgamation on terms which (considered in their entirety) are no less favourable to any material extent than the terms of this agreement, the Employee shall have no claim against the Company or any such undertaking arising out of or connected with such termination.

　　31. NOTICES

　　31.1 Any notice given under this agreement shall be in writing and signed by or on behalf of the party giving it and shall be served by delivering it personally, or sending it by pre-paid recorded delivery or registered post to the relevant party at (in the case of the Company) its registered office for the time being and (in the case of the Employee) his last known address, [or by sending it by fax to the fax number notified by the relevant party to the other party]. Any such notice shall be deemed to have been received:

　　(a) if delivered personally, at the time of delivery;

　　(b) in the case of pre-paid recorded delivery or registered post, [48] hours from the date of posting; and

　　(c) [in the case of fax, at the time of transmission.]

　　31.2 In proving such service it shall be sufficient to prove that the envelope containing such notice was addressed to the address of the relevant party and delivered either to that address or into the custody of the postal authorities as a pre-paid recorded delivery or registered post [or that the notice was transmitted by fax to the fax number of the relevant party)].

　　32. ENTIRE AGREEMENT [AND PREVIOUS CONTRACTS]

　　Each party on behalf of itself [(and in the case of the Company, as agent for any Group Companies)] acknowledges and agrees with the other party [(the Company acting on behalf of itself and as agent for each Group Company)] that:

　　(a) this agreement [together with any documents referred to in it] constitute[s] the entire agreement and understanding between the Employee and the Company [and any Group Company] and supersedes any previous agreement between them relating to the Appointment (which shall be deemed to have been terminated by mutual consent);

　　(b) in entering into this agreement neither party [nor any Group Company] has relied on any Pre-Contractual Statement; and

　　(c) the only remedy available to each party for breach of this agreement shall be for breach of contract under the terms of this agreement and no party shall have any right of action against any other party in respect of any Pre-Contractual Statement.

　　Nothing in this agreement shall, however, operate to limit or exclude any liability for fraud.

　　33. VARIATION

　　No variation of this agreement [or of any of the documents referred to in it] shall be valid unless it is in writing and signed by or on behalf of each of the parties.

　　34. COUNTERPARTS

　　This agreement may be executed in any number of counterparts, each of which, when executed [and delivered], shall be an original, and all the counterparts together shall constitute one and the same instrument.

　　35. THIRD PARTY RIGHTS

　　The Contracts (Rights of Third Parties) Act 1999 shall not apply to this agreement and no person other than the Employee and the Company shall have any rights under it. The terms of this agreement or any of them may be varied, amended or modified or this agreement may be suspended, cancelled or terminated by agreement in writing between the parties or this agreement may be rescinded (in each case), without the consent of any third party.

　　36. GOVERNING LAW AND JURISDICTION

　　36.1 This agreement shall be governed by and construed in accordance with the law of England and Wales.

　　36.2 Each party irrevocably agrees to submit to the [exclusive OR non-exclusive] jurisdiction of the courts of England and Wales over any claim or matter arising under or in connection with this agreement.

　　This document has been executed as a deed and is delivered and takes effect on the date stated at the beginning of it.

　　Executed as a deed by [NAME OF COMPANY] acting by [NAME OF FIRST DIRECTOR] and [NAME OF SECOND DIRECTOR/SECRETARY]

　　Director/Secretary

　　Signed as a deed by [NAME OF EMPLOYEE]

　　[SIGNATURE OF EMPLOYEE]

　　in the presence of [NAME OF WITNESS]

　　[SIGNATURE OF WITNESS]

　　[NAME OF WITNESS]