DEFINITIONS

In this agreement: -

1.1 “Area” means an area within a 25km radius of the Employee’s current Club or of any other Club in which the Employee may have been employed or in future may be employed.

1.2 “Clients” means persons who are signed up members or users of the Club or who were members or users in the 3 (three months) preceding the date of termination of the Employee’s employment with the Company.

1.3 “Club” means the Company’s gym club in which the Employee works.

1.4 “Restraint Period” means six (6) months from the date of termination of the Employee’s employment with the Company.

1.5 “Trade Secrets” means the Company’s trade secrets, confidential information, know-how, processes, techniques, business strategies, training manuals, trademarks, gym designs, equipment, marketing methods, employee contracts, overheads structures, pricing structures, client lists, client information and related matters in which the employer has a protectable interest, and which are not in the public domain.

INTRODUCTION

2. The Company requires the Employee to conclude this Agreement of Restraint with the Company.

3. This agreement will be in addition to other conditions of employment between the Company and the Employee.

4. The Employee acknowledges that he has entered into this agreement voluntarily and that the restraint is enforceable in law.

RESTRAINT

5. The Employee acknowledges that in the course of his employment with the Company, he will acquire knowledge relating to the Company’s Trade Secrets.

6. He further acknowledges that the Trade Secrets are of great value to the Company and that they must not be disclosed to any persons or business entities outside the Company.

7. The Employee undertakes that he will not during his employment with the Company and during the Restraint Period (irrespective of the reason for termination), either directly or indirectly -

7.1 be employed by or be interested in any business as a director, proprietor, partner, shareholder, financier, advisor, member or otherwise which competes directly or indirectly with the Company’s business within the Area.

7.2 solicit any employee of the Company who is or was an employee of the Company in the six (6) months before the termination date to be employed or associated with a business in the Area which is substantially the same or similar to the Company’s business.

7.5 approach or solicit any of the Company’s Clients, whether for himself or another to cancel their contracts with the Company for any reason. The undertaking will be binding regardless of whether the Employee contacts the Client or if the Client contacts the Employee unsolicited or uninvited by the Employee.

8. If the Restraint becomes the subject of litigation between the parties or if the Employee acts in breach of the restraint within the Restraint Period, the Restraint Period will be deemed to commence only when the litigation is finally concluded and/or when the Employee finally ceases to breach the restraint.

9. Each of the undertakings and restraints in the agreement are distinct and severable from each other. Each part will be separately enforceable from any other parts which may be declared invalid or unenforceable.

10. The Employee acknowledges that the undertakings and restraint are reasonable and necessary to protect the Company’s interests.
WHOLE AGREEMENT

7. This agreement is the whole agreement between the parties concerning the matters referred to in the agreement. Any amendment or addition will not be enforceable unless it is agreed in writing.

INDULGENCE

8. No indulgence, waiver, or relaxation which the Company may granted to the Employee, will be construed as a waiver or abandonment of the Company’s rights.

9. The Company rights will not be waived or abandoned (whether in whole or in part) unless the abandonment is reduced to writing and signed by the Company.

10. The Employee agrees that the Company may at any time and for any reason whatsoever cede, assign, or transfer any of its rights in this agreement to any third party without either the consent of or notice to the employee.