MAKE YOUR FREE Senior Employment Contract

EMPLOYMENT CONTRACT

This Agreement is made on the date of last signature set out below.

Between:

1.   of       (the Employee or you).

This document sets out your terms and conditions of employment and contains the written particulars of your employment as required under section 1 of the Employment Rights Act 1996.

Meanings

1. In this Agreement, the following terms are defined:

   Agreement	this employment contract and any changes that the parties agree in writing;
   Associated Employer	has the meaning given by the Employment Rights Act 1996;
   Board	the board of directors of the Employer;
   Capacity	as agent, consultant, director, employee, owner, partner, shareholder or in any other capacity;
   Employment Intellectual Property Rights (IPRs)	any Intellectual Property Rights you create in the course of your employment with us (whether or not during working hours or using our premises or resources) that: relate to any part of (or demonstrably anticipated business of) the Employer or any Group Business; or are reasonably capable of being used by the Employer or in any part of a Group Business;
   Employee Inventions	any Invention which is made wholly or partially by you at any time during the course of your: normal duties; or duties specifically assigned to you, if those duties are such, that an Invention might reasonably be an expected result (whether or not during working hours or using our premises or resources, and whether or not recorded in material form);
   Group Business	any business owned or operated by us or an Associated Employer or all of those businesses together, as the context allows;
   Inventions	inventions, ideas and improvements, whether or not patentable, and whether or not recorded in any medium;
   Intellectual Property Rights (IPRs)	without limitation all existing or future intellectual and industrial property rights, anywhere in the world including any Invention, patent, utility model right, copyright and related right, trade mark, trade name, internet domain name, design right, design, service marks, trade secret, database right, topography right, right in get-up, right in goodwill or to sue for passing off and any other right of a similar nature, whether registered (or capable of registration) and the right to apply for any of these;
   Inventions	without limitation, inventions, ideas and improvements, whether or not patentable and whether or not recorded in any medium;
   Restricted Business	those parts of the Employer's business and any Group Business with which you were involved to a material extent in the  prior to the Termination Date;
   Termination Date	the effective date of termination of your employment .

2. In the Agreement, unless the opposite is clear from the context:
   1. all singular words include plural ones and vice versa;
   2. all references to paragraphs, schedules or appendices are to the ones in the Agreement;
   3. all references to a person include firms, companies, government entities, trusts and partnerships;
   4. the term 'including' does not exclude anything not listed;
   5. all references to statutory provisions include any changes to those provisions;
   6. the headings are not part of the Agreement.

Getting Started

1. We agree to employ you on the terms of this Agreement from .
2. All the terms of your employment are in this contract. If you have received a separate offer letter and there is any inconsistency between this contract and that offer letter, then this contract will prevail.
3. You warrant that, by entering into this agreement or performing any of your obligations under it:
   1. you will not be in breach of any court order or any express or implied terms of any contract or other obligation binding on you;
   2. you are entitled to work in the United Kingdom without any additional approvals and will notify the Employer immediately if you cease to be so entitled during the term of this Agreement;
   3. you satisfy the requirements of any government authority and/or regulatory body which governs or regulates our business; and
   4. you satisfy any other conditions specified in any offer letter that we have sent to you.

   If you do not satisfy any of these conditions now or in the future you must tell  ,  immediately and we will have the right to end your employment without notice or compensation.

4. You warrant that your notice period to end any previous employment or office has expired by the date your employment with us starts.

Duties, Place of work and Hours

1. Your role is  and involves the duties that normally go with that role including  You must take on reasonable additional or different duties when we ask you, to meet our reasonable business needs.
2. You must obey our lawful instructions and perform your duties faithfully, diligently and to the best of your abilities, ensuring you tell us of any wrongdoings, which may affect us. You must also use your reasonable endeavours to promote Group Business interests.
3. Your normal workplace is , .  Your job may involve some business travel or temporarily working at other locations that we specify but we don't envisage this involving more than a month's work outside the UK.
4. You agree to work such additional hours as are necessary for the proper performance of your duties. You acknowledge that you will not receive further remuneration in respect of such additional hours.
5. You must devote all of your working time and attention to Group Business during your hours of work. Outside these hours you can have another Job or hold another business interest, as long as your outside activities don't interfere with your duties for us or cause a conflict of interest. However, you must not work for a competitor and you must keep   fully informed about your outside interests.
6. We can suspend you to carry out a disciplinary investigation or if we have another reasonable basis for suspension.

Pay and Expenses

1. We will pay you £ per year in equal monthly instalments in arrears. Payment will be by automated bank transfer or another method agreed between us. We will review your pay annually, in our sole discretion, and there is no right to an increase where a review is held. No review will be held if you or we have given notice to terminate your employment.
2. We can deduct any money that you may owe us from your pay or other payments due to you.
3.  You are not entitled to reimbursement of expenses in connection with your duties under this Agreement unless we give advance written permission. 

Holiday

1. Our holiday year runs from   to  . You are entitled to  days' holiday per holiday year at full pay.  This entitlement includes the usual public holidays. In the holiday year(s) in which your employment starts and ends, one-twelfth of your annual holiday entitlement will accrue for each full month of employment.
2. You must take your holidays on dates that are convenient to us and that we agree in advance. You should give us as much notice as you can of your wish to take holiday on a particular date giving notice of at least double the length of holiday days you wish to take in one go. You may have to take specific days as holiday, as notified to you.
3. When your employment ends, we will pay you in lieu of any accrued but untaken holiday entitlement. You must take your outstanding holiday entitlement during any notice period, if we ask you to. If you have taken more holiday than you have accrued then you must repay us for the days you have not accrued. Payment by you or us under this paragraph will be at the rate of 1/260th of your annual salary (or, if you are part-time, at 1/260th of your full-time equivalent salary) for each day of holiday. If we dismiss you for gross misconduct or you breach your employment contract then we will pay you for accrued and untaken holiday up to the statutory minimum holiday entitlement and all holiday you have taken in that holiday year will count towards statutory minimum entitlement first.
4. We encourage you to use your holiday entitlement in full each year. You may only carry forward unused holiday  up to a limit of .  Carry forward may also be permitted if a period of extended sickness absence, statutory maternity, paternity, shared parental or adoption leave has prevented you from taking leave in the relevant year and in this case you should contact  . We will not pay you in lieu for any days not taken (or carried forward unless your employment is ending).

Sickness

1. If you are off sick for seven days or less in a row, you must complete a self-certification form. If you are off sick for longer, you must give us medical certificates covering the whole period (except the first seven days).
2. You must undergo a medical examination by our nominated doctor if we ask you to. We can see any report the doctor writes and discuss the contents with them. We can postpone your return to work following sickness absence until a doctor confirms that you are fit to work.
3. During sickness absence, we will pay you Statutory Sick Pay (SSP) as long as you satisfy the relevant requirements.  For the purposes of SSP, the agreed qualifying days are your normal days of work as specified in this Agreement.
4. If your sickness absence is the fault of a third party and you can recover damages from that party you should notify us. If there are any claims or settlements you should keep us informed and pay us back any sum recovered from the third party to compensate you for lost earnings, which you have been paid for by us.
5. We have the right to terminate your employment as set out in this agreement even if this means you lose the right to sickness or other benefits.

Offices and directorships

1. You must accept any offices or directorships in the Employer or any Associated Employer and perform such other reasonable duties in relation to Group Business as we may require. Holding any directorship or office is not a term of your employment and is in our absolute discretion.
2. As soon as your employment ends, however that happens, or earlier if we ask, you must immediately resign from all offices or directorships you hold in the Employer or any Associated Employer. You will have no claim as a result of that that resignation. You irrevocably appoint us to be your attorney in your name and on your behalf to execute documents, use your name and do anything necessary or desirable for the Employer to effect your resignation as a director of the Employer or any Associated Employer if you do not resign immediately when we ask you to and obtain the full benefit of this paragraph. A written certificate, signed by any of our directors, that any document or act falls within the authority given by this paragraph is conclusive evidence that it does.
3. It is a condition of your employment that you must not resign any office as a director of the Employer or any Associated Employer unless we request or consent to this or your resignation is required by law.

Pension and other benefits

1. If you are eligible, we are required to enrol you automatically into a pension scheme. Details will be provided to you as required by the law. If you do not decide to opt-out of automatic enrolment, you will be required to make pension contributions to the scheme at the level set out under Part 1 of the Pensions Act 2008 from time to time and you agree to us deducting such contributions from your salary each month. The scheme is subject to its rules as may be amended from time to time, and we may replace the scheme with another pension scheme at any time.
2. For further information about pension arrangements, see  .

Data Protection

1. We will process personal data and sensitive personal data ('special categories of personal data') about you in accordance with our Data Protection Policy and Data Protection Privacy Notice, available from the  or the Staff Handbook.
2. 'Personal data' includes references, personal records, emails containing personal details, addresses and details of contractual benefits.
3. 'Sensitive personal data' includes information about:
   1. your health, to monitor sick leave and take decisions about your fitness for work; and
   2. your racial or ethnic origin or religious or similar information in order to monitor compliance with equal opportunities legislation.
4. You will comply with your obligations under our Data Protection Policy and other relevant policies.
5. We will process your data in accordance with our Data Protection Privacy Notice, specifically to:
   1. meet our obligations under your employment contract; and
   2. ensure that we are complying with our legal obligations.

   In other cases, we have a legitimate interest in processing your data before, during and after the end of the employment relationship.

6. The Employer may transfer personal data and sensitive personal data outside the UK or the European Economic Area in accordance with the Employer's Data Protection Privacy Notice.

Termination

1. We can terminate your employment without notice or payment for your notice period:
   1. if you commit any act or omission that we think is gross misconduct;
   2. if you repeatedly or seriously breach your employment obligations (including our policies and your obligations under this Agreement);
   3. if you are reasonably considered by the Board to be incompetent or negligent in respect of your duties;
   4. if you are declared bankrupt;
   5. if you commit a criminal offence or are guilty of fraud, dishonesty or act in a way which may bring you or the Group Business into disrepute or is materially adverse to the interests of the Group Business;
   6. if you do not have the right to work in the United Kingdom; or
   7. in any other situation that we have said allows us to do this (including in this Agreement or any handbook or written policy).

1. If we end your employment because we are affected by restructuring and you are offered employment with any related or resulting business or entity on terms which are as a whole not substantially less favourable, then you will have no claim in connection with the termination of your employment.

Confidentiality

1. During the Appointment, you may have access to confidential information concerning us, and a Group Business which will be deemed to include any non-public information concerning our or any Associated Employer's:
   1. finances, operational model, business plans and sales and marketing information, plans and strategies, business transactions, research activities and dealings and affairs;
   2. customers, suppliers, licensors, licensees, agents, distributors or contractors, including, without limitation, lists of, identities of, contact details of and requirements of such persons, pricing or price structures, discounts, special prices or special contract terms offered to or by or agreed with such persons;
   3. existing and planned goods or services and their components, and any underlying technology, product lines or proprietary materials, including but not limited to (i) all Employment IPRs (ii) all Employment Inventions and (iii) all analyses, compilations, studies and other documents prepared by the Employee which contain or otherwise reflect or are generated from the information referred to above; or
   4. computer and communications systems, source codes and software;

   in each case whether past, current, future or prospective but not including any information which is or becomes generally available to the public other than through your breach of this Agreement (Confidential Information).

2. During and after your employment, you must not use or disclose or allow anyone else to use or disclose any of our Confidential Information, except:
   1. as necessary to perform your duties for us, properly; or
   2. with our consent; or
   3. as required by law or ordered by a court that has jurisdiction; or
   4. to make a protected disclosure within the meaning of Section 43A of the Employment Rights Act 1996.
3. As soon as your employment ends, however that happens, or earlier if we request it, you must:
   1. return to us, all property that you have or control that belongs to us or relates to a Group Business including but not limited to all documents, data, manuals, hardware, software and any car, keys, swipe cards, laptops and mobile phones provided for your use during the Appointment;
   2. notify us of all passwords used by you on our computer and communications systems; and
   3. delete any such property and Confidential Information from any electronic device which belongs to you.
4. You agree that if you do not comply with this paragraph, damages would not be an adequate remedy and we can apply for an injunction to prevent any (further) breach, without prejudice to any other remedy that we might pursue, including but not limited to claiming damages.

Intellectual Property

1. You acknowledge that:
   1. all Employment IPRs, Employment Inventions and works embodying them shall be owned automatically and absolutely by the Employer to the fullest extent permitted by law. To the extent that they are not automatically owned by the Employer, you hold them on trust for us; and
   2. because of the nature of your duties and the particular responsibilities arising from the nature of your duties, you have, and shall have at all times while you are employed by us, a special obligation to further the interests of the Employer.
2. You agree:
   1. to promptly and on their creation, give us full written details of all Employment Inventions you make wholly or partially during the course of your employment;
   2. at our request, and in any event, on the termination of your employment, to give us all originals and copies of correspondence, documents, papers and records on all media which record or relate to any of the Employment IPRs;
   3. to use your best endeavours to execute all documents and do all acts both during and after your employment by us as may, in the opinion of the Employer, be necessary or desirable to vest the Employment IPRs in the Employer, to register them in the name of the Employer and to protect and maintain the Employment IPRs and the Employment Inventions;
   4. to give us all necessary assistance to enable us to enforce our 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;
   5. not to attempt to register any Employment IPR nor patent any Employment Invention unless we request that you do so; and
   6. to keep confidential each Employment Invention unless we have consented to its disclosure in writing.
3. You waive all moral rights under the Copyright, Designs and Patents Act 1988 (and all similar rights in other jurisdictions) which you have or will have in any existing or future works.
4. You hereby irrevocably appoint the Employer to be your attorney in your name and on your behalf to execute documents, use your name and do all things which are necessary or desirable for the Employer to obtain for itself or its nominee the full benefit of this clause.

Post-termination restrictions

1. In order to protect the Confidential Information and business connections of the Employer and each Associated Employer to which you have access as a result of your employment with us, you covenant with the Employer (for itself and as trustee and agent for each Associated Employer) that you shall not:
   1. at any time after the Termination Date, represent yourself as connected with the Employer or any Group Business in any Capacity.
2. None of the restrictions in the paragraph above will prevent you from:
   1. holding an investment by way of shares or other securities of not more than  % of the total issued share capital of any company, whether or not it is listed or dealt in on a recognised stock exchange; or
   2. being engaged or concerned in any business concern insofar as your duties or work shall relate solely to geographical areas where the business concern is not in competition with any Restricted Business; or
   3. being engaged or concerned in any business concern, provided that your duties or work must relate solely to services or activities of a kind with which you were not concerned to a material extent in the 12 months prior to the Termination Date.
3. The restrictions imposed on you by this section (Post-termination restrictions) apply to you acting:
   1. directly or indirectly; and
   2. on your own behalf or on behalf of, or in conjunction with, any person.
4. If you receive an offer to be involved in a business concern in any Capacity during the term of this Agreement, or prior to the expiry of the last of the covenants in this section (Post-termination restrictions), you must give the person making the offer a copy of the paragraph setting out the restrictions and must tell us the identity of that person as soon as possible after accepting the offer.
5. Each of the restrictions in this section (Post-termination restrictions) 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.
6. You agree that if you do not comply with this section (Post-termination restrictions), damages would not be an adequate remedy and we can apply for an injunction to prevent any (further) breach, without prejudice to any other remedy that we might pursue including but not limited to claiming damages.

Employer's Procedures

1. You must familiarise yourself with and comply with our policies and procedures including any new or amended ones introduced after this Agreement. You must comply with our anti-corruption and bribery policy, at all times. Our policies and procedures, including our Disciplinary Procedure and Grievance Procedure, are available from the . No policy or procedure is part of your contract of employment, unless the policy or procedure specifically says that it is.
2. If you are dissatisfied with any disciplinary decision relating to you (including any decision to dismiss you) then you should notify   in writing, specifying the grounds for your dissatisfaction. Further information can be found in the Disciplinary Procedure.
3. If you wish to seek redress for any grievance relating to your employment then you should notify your immediate supervisor in writing, specifying the grounds for your grievance. If your grievance relates to your immediate supervisor then you can instead notify  . Further information can be found in the Grievance Procedure.

Amendment to Terms and Conditions

1. We can make reasonable changes to any of the terms of your employment whenever we want to. We will notify you in writing of any change before the date it comes into force.

Miscellaneous

1.  The terms of the collective agreement dated  made between  and the Employer, a copy of which is available from the , are deemed to be included in this Agreement.
2. This Agreement and the documents referred to in it contain the whole agreement between the parties relating to its subject matter and supersede all prior discussions, arrangements or agreements that might have taken place in relation to the Agreement. Nothing in this paragraph limits or excludes any liability for fraud or fraudulent misrepresentation.
3. Other than dealings in the normal course of business, any notice, request, demand or other communication (collectively Notices) to be given under this Agreement will be deemed to be duly given by either party if:
   1. sent by first class post addressed to the other party at (in the case of a Notice to the Employer) its registered office or place of business for the time being or (in the case of a Notice to you) the address that you have last notified to us; or
   2. given personally to (in the case of a Notice to the Employer) a director, partner, chief executive or equivalent of the Employer or (in the case of a Notice to you) to you; or
   3. sent by electronic mail to the business email address of the chief executive or equivalent in the case of the Employer and your email address as notified in writing to the Employer from time to time.
4. Any such Notice will be deemed to have been given:
   1. if sent by first class post, 48 hours (or, if sent to or from a place outside the United Kingdom, seven days) after the time of posting and, in proving service, it will be sufficient to prove that the envelope containing such Notice was properly addressed, stamped and put in the post;
   2. if sent by email, 24 hours after sending.
5. If any court of competent authority finds that any provision of this Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision will, so far as necessary, be deemed to be deleted, and the validity and enforceability of the other provisions of this Agreement shall not be affected.
6. A provision which by its intent or terms is meant to survive the termination of the Agreement will do so.
7. This document has been executed as a deed and is delivered and takes effect on the date stated at the beginning of it.

Governing Law

1. This Agreement shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.

Third Party Rights

1. No one other than you and us have any rights to enforce any part of this agreement.