SERVICE AGREEMENT

DATED [effective date]

(1) [company name] and (2) [executive name]

THIS AGREEMENT is made [effective date].

BETWEEN

1 [company name], a company incorporated in England (company number [company number]) whose registered office is at [registered office] (the "Company"); and

2 [executive name], of [executive address] (the “Executive").

The Board have approved the terms of this Agreement under which the Executive is to be employed.

INTERPRETATION

In this Agreement the following words and expressions have the following meanings unless inconsistent with the context:

"Applicable IPRS": any Intellectual Property Rights in any Materials or Inventions, other than any Employment IPRs or Employment Inventions, which have been discovered made or created by the Executive and may affect or relate to, or be capable of being used or adapted for use in connection with, the business of the Company or any Group Company;

"Articles": means the articles of association of the Company and any Group Company;

"Board": means the board of directors from time to time of the Company and includes any committee of the board of directors duly appointed by it;

"Companies Acts": means the Companies Act 1985, the Companies Act 1989 and the Companies Act 2006;

"Employment": means the Executive's employment under this Agreement;

"Employment Inventions": means any Invention which: a) is made wholly or partially by the Executive at any time during the course of their normal duties pursuant to their employment with the Company; b) arises out of any duties (other than normal duties) which are specifically assigned to the Executive; or c) arises out of any special obligation on the Executive to further the interests of the Company pursuant to clause 16.1, in each case whether or not during working hours or using Company premises or resources;

"Employment IPRs": means Intellectual Property Rights in any Materials created by the Executive in the course of their employment with the Company (whether or not during working hours or using Company premises or resources);

"ERA": means the Employment Rights Act 1996;

"Group Company": means any firm, company, corporation or other organisation which is a holding company for the time being of the Company or any subsidiary for the time being of the Company or any such holding company (for which purpose the expressions 'holding company' and 'subsidiary' shall have the meanings given to them by Section 1159 Companies Act 2006);

"Intellectual Property Rights": means patents, rights to inventions, copyright and related rights, trademarks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

"Invention": means any invention, idea, concept, discovery, development, improvement or innovation, whether or not patentable or capable of registration, and whether or not recorded in any material form;

"Materials": any and all documents, products, materials, designs, graphical works, images, photographs, drawings, logos, programs (including software programs), formulae, component lists, operating and training manuals in relation to software, source code to software, databases, instructions, brochures, catalogues, process descriptions, data, diagrams, charts, results, reports, information, models, prototypes, plans, specifications, studies or any know-how, methodologies, processes, or systems;

"Pre-Contractual Statement": means any undertaking, promise, assurance, statement, representation or warranty (whether in writing or not) of any person relating to the Employment which is not expressly set out in this Agreement or any documents referred to in it;

References to clauses, sub clauses and schedules are, unless otherwise stated, references to clauses and sub clauses of and schedules to this Agreement. References in this Agreement to the singular includes a reference to the plural and vice versa.

References to any statute, statutory provision or other legislation include a reference to that statute, statutory provision or legislation as amended, extended, re-enacted, consolidated or replaced from time to time and include any order, regulation, instrument or other subordinate legislation made under the relevant statute, statutory provision or legislation and in force at the relevant time.

The headings to the clauses are for convenience only and shall not affect the construction or interpretation of this Agreement.

References to persons shall include bodies corporate, unincorporated associations and partnerships.

Words and expressions defined in or for the purpose of the Companies Acts shall have the same meanings in this Agreement unless the context otherwise requires.

APPOINTMENT

The Company shall employ the Executive and the Executive agrees to serve the Company as [position] of the Company on and subject to the terms and conditions in this Agreement.

PROBATION PERIOD

The first [probation period] months of the Executive's employment will be treated as a probationary period, after which, if (in the reasonable opinion of the Company) the Executive's performance has been satisfactory, the Employment will be confirmed in writing as permanent. Notwithstanding clause 4.1, during such probationary period, the Executive's employment can be terminated by either party with [probation notice period] notice in writing given at any time. The Company may, at its absolute discretion, extend the initial probationary period by such amount of time as it considers necessary. Any such extension will be confirmed in writing.

DURATION

The Employment shall commence on [commencement date] (the "Commencement Date") and, subject to clauses 3.1 and 18, shall continue until terminated by either party giving to the other [notice period] months' notice in writing.

The Company reserves the right to terminate the Employment at any time (including where the Executive has given notice to the Company) by giving notice in writing that it is doing so and confirming that it has or will pay the Executive in lieu of their period of notice or any remaining period of notice (whether given by the Company or by the Executive). The Executive shall have no entitlement to insist that the Company make such payment which shall be made entirely at the Company's discretion. For the avoidance of doubt, any payment in lieu shall be in respect of basic salary only and shall not include the value of any benefit, bonus, incentive, commission, or holiday entitlement which would have accrued to the Executive had they been employed until the expiry of their notice period.

If the Company elects to terminate the Employment by making a payment in lieu of notice, and it subsequently discovers misconduct by the Executive which would have entitled it to terminate the contract summarily, without making such a payment, the Company shall be entitled to:

withhold any outstanding payment in lieu and the Executive shall have no rights to recover such sum as a debt owing; and/or

recover any payment in lieu already made as a debt.

The Company may elect to pay any sum under clause 4.2 to the Executive in equal monthly instalments.

The parties acknowledge that the Executive is a highly skilled/highly paid employee who is key to the business of the Company and that replacing the Executive at short notice will result in significant cost to the Company. If, therefore, the Executive leaves the Company without working the appropriate period of notice, the Company reserves the right to recover a sum equal in value to the salary payable for the shortfall in the period of notice. The Company reserves the right to recover such sum from the Executive as a debt, including by deducting the sum from any final payment due to the Executive. The Executive agrees that this provision is intended to be a genuine pre-estimate of loss which may be suffered by the Company due to the Executive leaving at short notice and in no way constitutes a penalty.

For the purpose of the ERA, the Executive's period of continuous employment shall begin on [commencement date]. The Employment is not continuous with any previous employment with any other employer.

The Executive represents and warrants that, in entering into and performing their duties under this Agreement:

the Executive is not subject to any restriction that might hinder or prevent them from performing any of their duties in full;

the Executive will not be in breach of any other contract of employment or any other obligation to any third party;

the information provided by the Executive in their curriculum vitae (in the form supplied to the Company) is true and accurate, not misleading and does not contain any material omissions; and

this Employment is and shall remain their sole and exclusive employment.

The Executive further warrants that they have no criminal convictions and have never been disqualified from being a company director.

The Executive warrants that they are entitled to work in the UK without any additional approvals and will notify the Company immediately if they cease to be entitled to work in the UK or their right to work changes at any time during their employment with the Company. Should the Executive cease to be entitled to work in the UK the Company may dismiss them without notice or payment in lieu of notice.

SCOPE OF THE EMPLOYMENT

The Executive shall:

devote the whole of their time, attention, ability and skills to their duties;

faithfully and diligently perform such duties and exercise such powers consistent with their position as may from time to time be assigned to or vested in the Executive by or with the authority of the Board;

obey all reasonable and lawful directions of the Board;

comply with all the Company's articles of association, rules, regulations, policies and procedures from time to time in force;

comply with the general duties of directors set out in sections 171-177 of the Companies Act 2006, as well as any other applicable common law or statutory duties owed by directors to their company and not do anything that would cause them to be disqualified from acting as a director;

exercise their duties in compliance with the requirements of the Bribery Act 2010 and use all reasonable endeavours to assist the Company in preventing bribery from being conducted on its behalf in contravention of that Act;

at all times act in the best interests of the Company and use their best endeavours to promote and protect the interests of the Company, any of its Group Companies and its or their employees;

report their own wrongdoing and any wrongdoing or proposed wrongdoing of any other employee or director of the Company or any Group Company to the Board immediately on becoming aware of it; and

keep the Board at all times promptly and fully informed (in writing if so requested) of the Executive's conduct of the business of the Company and any Group Company and provide such explanations in connection with such conduct as the Board may from time to time require.

Subject to clause 5.3 the Company reserves the right to assign the Executive duties of a different nature on a permanent or temporary basis either in addition to or instead of those referred to in clause 5.1 above, it being understood that the Executive will not be assigned duties which they cannot reasonably perform or which are inconsistent with their position and status.

During any period of notice of termination (whether given by the Company or the Executive), the Company shall be at liberty to assign the Executive such other duties as the Company shall determine in its absolute discretion and may appoint another person to carry out the Executive's former duties.

The Executive shall not, without the prior consent of the Board:-

on behalf of the Company, incur any capital expenditure in excess of such sum as may be authorised from time to time;

on behalf of the Company, enter into any commitment, contract or arrangement otherwise than in the normal course of business or outside the scope of the Executive's normal duties, or of an unusual, onerous or long-term nature;

The Executive shall if and so long as the Company requires without further remuneration:

carry out their duties as instructed by the Company on behalf of any Group Company; and

act (subject to the Executive's prior agreement) as a director, officer or consultant of any Group Company.

The Executive confirms that they have disclosed to the Company all circumstances in respect of which there is, or there might be, a conflict or possible conflict of interest between the Company or any Group Company and the Executive and the Executive agrees to disclose fully to the Company any such circumstances that might arise during the Employment. For the avoidance of doubt, this includes but is not limited to, disclosing to the Company any activity by a third party or the Executive themselves which might reasonably be expected to harm the Company or its business or to destabilise its workforce.

If the Executive becomes aware of any wrongdoing or other conduct which might reasonably be regarded as not in the best interests of the Company by any Group Company employees (including but not limited to the Executive's own wrongdoing or conduct) the Executive shall promptly report this to the Board.

The Executive is not entitled to any training provided by the Company.

HOURS AND PLACE OF WORK

The Executive shall be required to work such hours as are necessary for the proper performance of their duties.

The Executive agrees that in their capacity as [position] they may choose or determine the duration of their working time and that the working time limits set out in Part II of the Working Time Regulations 1998 do not apply to the Employment.

The Executive's principal place of work will be in the Company's offices at [principal place of work], or any such place in England as the Company shall from time to time direct. The Executive will be given reasonable notice of any change in their place of work.

The Executive may be required to travel throughout the United Kingdom and overseas in the performance of their duties however the Executive shall not be required to work outside of the United Kingdom for a period of one month or more.

REMUNERATION

The Company shall pay to the Executive a basic salary at the rate of £[basic salary] per annum, payable by equal monthly instalments in arrears, normally on the last working day of each calendar month, by credit transfer to a bank account nominated by the Executive.

The Board will review the Executive's salary annually. The Company shall not be obliged to make any increase.

The salary specified in clause 7.1 shall be inclusive of any fees to which the Executive may be entitled as a director of the Company or any Group Company.

The Executive shall be eligible to participate in the Company's discretionary bonus scheme subject to the rules of such scheme from time to time in force. Details of the bonus scheme can be obtained from [contact for further information]. The Company reserves the right to discontinue the scheme or alter the terms of any bonus scheme provided at any time in line with business requirements. The bonus scheme is discretionary and there is no contractual entitlement to continue the scheme. Award of a bonus in one year shall not entitle the Executive to a bonus in subsequent years.

PENSION AND OTHER BENEFITS

The Company will comply with its employer pension duties in respect of the Employment under Part 1 of the Pension Act 2008. If the Executive decides not to join the [pension scheme name] (the “Company Pension") this will not affect the Executive's statutory rights relating to pension auto-enrolment and they will be automatically enrolled into a workplace pension scheme unless the Executive exercises their legal right to opt-out in accordance with the relevant legislation. Details of the Executive's entitlements will be provided separately by the HR Department.

The Company reserves the right to vary the benefits payable under the Company Pension (or any other pension arrangements) or, terminate, or substitute another pension scheme for the existing Company Pension (or any other pension arrangements) at any time.

The Executive shall be eligible to participate in the private health care scheme and permanent health insurance scheme which the Company may maintain for the benefit of its senior executives (the "Schemes") subject to the rules of the Schemes and the terms of any related policy of insurance from time to time in force. Further details of the Schemes and the benefits currently available can be obtained from [contact for further information]. This is for information only and should not be regarded as any guarantee of benefits which may be paid under the Schemes.

The Company reserves the right, at its absolute discretion, to change the Schemes provider, to amend the terms of the Schemes (including but not limited to the level of benefits), to terminate the Schemes without replacement, to substitute another scheme for the Schemes and to remove the Executive from membership of the Schemes.

The Company shall be under no obligation to make any payment under the Schemes to the Executive unless and until it has received the relevant payment from the Scheme's provider. If any Scheme provider refuses for any reason (whether based on its own interpretation of the terms of the insurance policy or otherwise) to provide any benefits to the Executive, the Company shall not be liable to provide replacement benefits itself or any compensation in lieu and shall be under no obligation to pursue a claim for unpaid benefits on behalf of the Executive against the Scheme provider, unless the Executive agrees to fully indemnify the Company in respect of all the costs of such claim.

The Company reserves the right to terminate the Executive's employment, where it has good cause to do so (including but not limited to where the Executive is redundant or has committed misconduct), notwithstanding that the Executive is receiving benefits under the Schemes and that such termination may result in those benefits being discontinued. The Executive agrees that they shall have no claim against the Company for damages in respect of the loss of benefits under the Schemes in such circumstances.

In the event that the Executive is absent by reason of ill-health they will continue to co-operate with and act in good faith towards the Company including but not limited to staying in regular contact with the Company and providing it with such information about their health, prognosis and progress as the Company may require.

In accordance with the current Schemes rules participation in the Schemes is subject to the condition that the Executive has notified the Company on or before the commencement of the Employment of any pre-existing medical conditions that they may have.

The Executive shall be eligible to participate in the life assurance scheme which the Company may maintain for the benefit of its [employee eligible for life assurance scheme] which pays to the Executive's dependants a sum equal to [life assurance multiple] times the Executive's salary if the Executive should die during the Employment (the “LA Scheme") subject to the rules of the LA Scheme and the terms of any related policy of insurance from time to time in force and the Executive satisfying the requirements of the insurance provider. Further details of the LA Scheme and the benefits currently available can be obtained from [contact for further information]. The Company reserves the right, at its absolute discretion, to change the LA Scheme provider, to amend the terms of the LA Scheme (including but not limited to the level of benefits), to terminate the LA Scheme without replacement, to substitute another scheme for the LA Scheme and to remove the Executive from membership of the LA Scheme]. The Company shall be under no obligation to make any payment under the LA Scheme to the Executive's dependants unless and until it has received the relevant payment from the LA Scheme's provider. If the LA Scheme provider refuses for any reason (whether based on its own interpretation of the terms of the insurance policy or otherwise) to provide any benefits to the Executive's dependants, the Company shall not be liable to provide replacement benefits itself or any compensation in lieu and shall be under no obligation to pursue a claim for unpaid benefits on behalf of the Executive's dependants against the LA Scheme provider.

EXPENSES

The Company shall reimburse the Executive in respect of all expenses reasonably incurred by the Executive in the proper performance of their duties, subject to the Executive providing such receipts or other evidence that the Company may require. Any credit card supplied to the Executive by the Company shall only be used to incur expenses which are reimbursable in accordance with this clause 9.

HOLIDAY AND OTHER LEAVE

The Executive shall be entitled to receive their normal remuneration for all bank and public holidays normally observed in England and a further [holiday entitlement] working days holiday in each holiday year, being the period from 1 January to 31 December. The Executive may only take their holiday at such times as are agreed with the Board.

In the holiday years in which the Employment commences or terminates, the Executive's entitlement to holiday shall accrue on a pro-rata basis for each complete month of service during the relevant year.

If, on the termination of the Employment, the Executive has exceeded their accrued holiday entitlement, the excess may be deducted from any sums due to them. If the Executive has any unused holiday entitlement, the Board may either require the Executive to take such unused holiday during any notice period or accept payment in lieu in respect of statutory holiday entitlement only. For the avoidance of doubt, the Executive shall not be entitled to payment in lieu of unused contractual holiday over and above their statutory entitlement. Any payment in lieu shall only be made in respect of holiday accrued in accordance with clause 10.2 above during the Executive's final holiday year and the Executive shall be deemed to have taken their statutory holiday first, during that year.

Holiday entitlement for one holiday year may not be taken in subsequent holiday years unless otherwise agreed by the Board. Failure to take holiday entitlement in the appropriate holiday year will lead to forfeiture of any accrued holiday not taken, without any right to payment in lieu.

The Executive may be eligible to take the following types of paid leave, subject to any statutory eligibility requirements or conditions and the Company's rules applicable to each type of leave in force from time to time: maternity leave, adoption leave, parental leave, parental bereavement leave, dependent leave. Further details of such leave are available from [contact for further information]. The Company may replace, amend or withdraw the Company's policy on any of the above types of leave at any time.

INCAPACITY

Subject to the Executive's compliance with the Company's rules from time to time in force regarding sickness notification and doctor's certificates, details of which can be obtained from [contact for further information] and subject to the Company's right to terminate the Employment for any reason including without limitation incapacity, if the Executive is at any time absent on medical grounds the Company shall pay to the Executive their normal basic salary only for a maximum of [sick pay entitlement] for any one period of absence or absence in aggregate in any rolling period of 12 months ("Company Sick Pay").

The Company reserves the right to require the Executive to undergo a medical examination by a doctor or consultant nominated by it, at any time including at any stage of absence at the Company's expense in order to assess the Executive's working capability and/or to enable the Company to perform its legal obligations, and the Executive agrees that they will undergo any requisite tests and examinations and will fully co-operate with the relevant medical practitioner.

Payment of Company Sick Pay to the Executive pursuant to clause 11.1 shall be inclusive of any Statutory Sick Pay and any Social Security Sickness Benefit or other benefits to which the Executive may be entitled, whether or not claimed.

If the Executive's absence shall be caused by the actionable negligence of a third party in respect of which damages are recoverable, then all sums paid by the Company shall constitute loans to the Executive, who shall:

immediately notify the Company of all the relevant circumstances and of any claim, compromise, settlement or judgement made or awarded;

if the Board so requires, refund to the Company such sum as the Board may determine, not exceeding the lesser of: a) the amount of damages recovered by the Executive under such compromise, settlement or judgement; and b) the sums advanced to the Executive in respect of the period of incapacity.

Any actual or prospective entitlement to Company Sick Pay or private medical insurance or long term disability benefits shall not limit or prevent the Company from exercising its right to terminate the Employment in accordance with clauses 4.2 or 18 or otherwise and the Company shall not be liable for any loss arising from such termination.

If the Executive is prevented by incapacity from properly performing their duties under this Agreement for a consecutive period of [maximum sick period], the Board may appoint another person or persons to perform those duties until such time as the Executive is able to resume fully the performance of their duties.

DEDUCTIONS

For the purposes of the ERA, by the Executive's signature to this Agreement, the Executive hereby authorises the Company to deduct from their remuneration any sums due from the Executive to the Company including, without limitation, any overpayments of salary, overpayments of holiday pay whether in respect of holiday taken in excess of that accrued during the holiday year or otherwise, loans or advances made to the Executive by the Company, any fines incurred by the Executive and paid by the Company, the cost of repairing any damage or loss to the Company's property caused by the Executive and all losses suffered by the Company as a result of any negligence or breach of duty by the Executive.

RESTRICTIONS ON OTHER ACTIVITIES BY THE EXECUTIVE

During the Employment the Executive shall not directly or indirectly be employed, engaged, concerned or interested in any other business or undertaking without the prior written consent of the Board or be involved in any activity which the Board reasonably considers may be, or become, harmful to the interests of the Company or any Group Company or which might reasonably be considered to interfere with the performance of the Executive's duties under this Agreement provided that this clause 13.1 shall not prohibit the holding (directly or through nominees) of investments listed on any recognised stock exchange as long as not more than 5 per cent of the issued shares or other securities of any class of any one company shall be so held.

Subject to any regulations issued by the Company, the Executive shall not be entitled to receive or obtain directly or indirectly any discount, rebate or commission in respect of any sale or purchase of goods effected or other business transacted (whether or not by the Executive by or on behalf of the Company) and if the Executive (or any firm or company in which they are interested) shall obtain any such discount, rebate or commission, the Executive shall account to the Company for the amount received by them (or a due proportion of the amount received by such company or firm having regard to the extent of the Executive's interest in it). For the avoidance of doubt, nothing in this clause shall prevent the Executive from obtaining any discount, rebate or commission solely as a result of transactions legitimately entered into in their personal capacity.

CONFIDENTIALITY

The Executive shall neither during the Employment (except in the proper performance of their duties) nor at any time (without limit) after the termination of the Employment:

divulge or communicate to any person, company, business entity or other organisation;

use for their own purposes or use or permit the use for any purposes other than those of the Company or any Group Company; or

through any failure to exercise due care and diligence, permit or cause any unauthorised disclosure of, any Confidential Information, provided that these restrictions shall cease to apply to any information which shall become available to the public generally otherwise than through an unauthorised disclosure by the Executive or any other person.

For the purposes of this Agreement "Confidential Information" shall mean, in relation to the Company or any Group Company:

information relating to the businesses, finances, dealings, transactions and affairs of the Company or any Group Company including price and cost information, discount structures, sales statistics, business plans and programs, business opportunities, expansion plans, marketing surveys;

details of employees, workers and officers, including their roles and responsibilities, their remuneration, benefits and organisational structures;

disputes, whether existing or threatened;

settlement terms;

personal or sensitive personal data;

information relating to research activities, inventions, discoveries, secret processes, designs, know how, technical specifications and processes, formulae, intellectual property rights, trade secrets (including any information treated as a trade secret for the purposes of the Trade Secrets (Enforcement etc.) Regulations 2018), computer software, product lines, operating processes, procedures, policies and practices and any other technical information relating to the creation, production or supply of any past, present or future product or service;

names, addresses and contact details of customers or clients or potential customers or clients (including their requirements, the prices charged to them and their terms of business), or suppliers or potential suppliers of the Company or any Group Company (including their services and their terms of business);

analyses made, or views taken, by the Company or any Group Company in respect of the businesses, finances, dealings, transactions and affairs of the Company and/or any Group Company, any customer, or potential customer, any supplier or potential supplier of the Company or any Group Company or any other third party;

information in respect of which the Company or any Group Company is bound by an obligation of confidentiality to a third party;

any information which is identified to the Executive by the Company or any Group Company as being confidential or secret in nature, or which the Company or relevant Group Company could reasonably be expected to regard as confidential, whether or not such information is reduced to a tangible form or marked in writing as "confidential”, including but not limited to, information which is commercially sensitive, which comes, or has come, into the Executive's possession by virtue of the Employment or the Executive's former employment with the Company and which is not in the public domain and all information which has been or may be derived or obtained from any such information.

The Executive acknowledges that all notes, memoranda, records, lists of customers, suppliers and employees, correspondence, documents, computer and other discs and tapes, data listings, databases, codes, designs and drawings and any other documents and material whatsoever (whether made or created by the Executive or otherwise) relating to the business of the Company and any Group Company (and any copies of the same) or which is created or stored on the Company's equipment and systems:

shall be and remain the property of the Company or the relevant Group Company; and

shall be handed over by the Executive to the Company or the relevant Group Company on demand and in any event on the termination of the Employment and the Executive shall certify that all such property has been so handed over and that no copies or extracts have been retained.

This clause 14 shall only bind the Executive to the extent allowed by law and nothing in this clause shall prevent the Executive from making a statutory disclosure or from reporting or discussing with the police any potential criminal acts or from making disclosures to health care professionals and lawyers regarding alleged acts of discrimination or harassment.

DATA PROTECTION

The Company is committed to complying with the principles and requirements of the EU General Data Protection Regulation 2016, the Data Protection Act 2018 and the UK GDPR (together the “GDPR”) in relation to the holding and processing of the Executive's personal data.

The Company will hold and process, both electronically and manually, personal data relating to the Executive which is necessary for the performance of this Agreement and for other lawful processing reasons under the GDPR such as where it is in the Company's legitimate interests and where it is necessary for compliance with a legal obligation.

Such personal data includes, without limitation, the Executive's employment application, references, bank details, appraisals, holiday and sickness and other absence records, expenses information, salary reviews, pay details, data regarding employment benefits and other records which may include sensitive personal data (also known as special categories of data) relating to the Executive's health. Special categories of data is defined as personal data relating to racial or ethnic origin, political opinions, religious or similar beliefs, trade union membership, physical or mental health or condition, sexual life, biometric data or genetic data.

Full details of the Company's personal data processing activities are set out in the Company's [location of data processing details], a copy of which is enclosed or provided in the Employee Handbook or provided on the intranet or available from [contact for further information]. The Executive hereby acknowledges that, by signing this Agreement, they have read and understood the Company's [location of data processing details].

The Company may make the Executive's personal data available to any Group Company, any third parties that provide products or services to the Company or to the Group (such as HR and Payroll system administrators, pension administrators and benefits providers), regulatory authorities, potential purchasers of the Company or the business in which the Executive works or as may be required by law. Further details are set out in the Company's [location of data processing details].

The Executive acknowledges that they have an obligation to comply with the Company's Employee Policies and Company processes for the proper management of employee and client / customer data as amended from time to time. The Executive hereby acknowledges that, by signing this Agreement, they have read and understood and will comply with the Company's Employee Policies.

INVENTIONS AND INTELLECTUAL PROPERTY RIGHTS

The Executive acknowledges that, because of the nature of their duties, which includes research and development, including creating and developing Employment Inventions and Employment IPRs, and the particular responsibilities arising from the nature of their duties, the Executive has, and shall have at all times while they are employed by the Company, a special obligation to further the interests of the Company.

The Executive acknowledges that all Employment IPRs, Intellectual Property Rights in Employment Inventions and all materials embodying them shall automatically belong to the Company to the fullest extent permitted by law.

To the extent that legal title in any Employment IPRs or Employment Inventions does not automatically vest in the Company by virtue of clause 16.2, the Executive hereby assigns, including by way of present assignment of future rights, all Intellectual Property Rights in the Employment IPRs and any Employment Inventions to the Company with full title guarantee free from all encumbrances and third party rights.

The Executive agrees, immediately upon creation of any Applicable IPRs, 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 nominated by CEDR. 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 Executive agrees that the provisions of this clause 16.4 shall apply to all Applicable IPRs until such time as the Company has agreed in writing that the Executive may exploit them or offer them for sale to a third party. Any Applicable IPRs shall become Employment IPRs or Employment Inventions (as applicable) immediately upon acquisition by the Company pursuant to this clause 16.4.

The Executive shall:

give to the Company full written details of all Inventions promptly on their creation by the Executive;

at the Company's request and in any event on the termination of the Employment promptly give to the Company all originals and copies (including all versions in any form) of correspondence, documents, software (including source code), materials, data and records on all media which record or relate to any of the Employment Inventions and Employment IPRs;

not attempt to register any Employment IPR nor patent any Employment Inventions or Applicable IPRs unless requested to do so by the Company;

not attempt to register any domain name or create any social media account in their own name unless requested to do so by the Company; and

keep confidential all Employment IPRs, Applicable IPRs and Employment Inventions unless the Company has consented in writing to its disclosure by the Executive.

The Executive hereby waives all their 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 bring, support, maintain nor permit any claim for infringement of moral rights in such copyright works.

The Executive 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 Executive in respect of their compliance with this clause 16. This is without prejudice to the Executive's rights under the Patents Act 1977.

The Executive shall:

execute all documents and do all acts both during and after their employment by the Company as may, in the opinion of the Board, be necessary or desirable to vest the Employment IPRs and Employment Inventions (and any Applicable IPRs acquired by the Company pursuant to clause 16.4 in the Company); and

give all necessary assistance to the Company to enable it to enforce its Intellectual Property Rights in the Employment IPRs and Employment Inventions against third parties, to defend claims for infringement of third-party Intellectual Property Rights and to apply for registration of Intellectual Property Rights, and to protect and maintain the Employment IPRs and the Employment Inventions, where appropriate throughout the world, and for the full term of those rights, and the Company agrees to reimburse the Executive's reasonable expenses of complying with this clause 16.8.

The Executive hereby irrevocably appoints the Company to be the Executive's attorney to execute and do any such instrument or thing and generally to use their name for the purpose of giving the Company or its nominee the benefit of this clause 16. The Executive 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 16.9 shall be conclusive evidence that such is the case.

STATEMENTS

The Executive shall not make, publish (in any format) or otherwise communicate any derogatory statements, whether in writing or otherwise, at any time either during the Employment or at any time after its termination in relation to the Company, any Group Company and/or any of its or their officers or other personnel.

The Executive shall not make any statements to the press or other media in connection with the Company and/or any Group Company at any time either during or after the Employment without the prior consent of the Chief Executive of the Company.

TERMINATION OF EMPLOYMENT

The Company may terminate the Employment immediately by notice in writing if the Executive shall have:

committed any breach of fiduciary duty or act of dishonesty whether or not relating to the Employment; or

committed any serious breach or repeated or continued breach of their obligations under this Agreement or their duties as a director; or

been guilty of gross or serious misconduct and/or gross incompetence and/or serious negligence and/or any other conduct calculated or likely to prejudicially affect the interests of the Company or any Group Company or tending to bring the Executive or the Company or any Group Company into disrepute; or

become bankrupt or had an interim order made against the Executive under the Insolvency Act 1986 or compounded with the Executive's creditors generally; or

become, in the opinion of a medical practitioner, physically or mentally incapable of performing their duties and may remain so for more than three months and the medical practitioner has given a medical opinion to the Board to that effect; or

ceased to be eligible to work in the United Kingdom; or

been disqualified from being a director by reason of any order made under the Companies Directors Disqualification Act 1986 or any other enactment; or

been convicted of an offence under any statutory enactment or regulation (other than a motoring offence for which no custodial sentence is given); or

during the Employment, committed any breach of clauses 13, 14, 16 and/or 17; or

failed to comply with the United Kingdom's Bribery Act 2010 or any other similar legislation, regulations or rules in any relevant jurisdiction related to, giving payments, gifts or entertainment to obtain a business advantage unlawfully, or adopted to implement the OECD Convention on Combating Bribery of Foreign Officials in International Transactions.

Any delay by the Company in exercising such right of termination shall not constitute a waiver thereof.

On the termination of the Employment (however arising) or on either the Company or the Executive having served notice of such termination, the Executive shall immediately deliver to the Company all materials within the scope of clause 14.3 and all credit cards and other property of or relating to the business of the Company or of any Group Company which may be in their possession or under their power or control, and if the Executive should fail to do so the Company is hereby irrevocably authorised to appoint another person to sign any documents and/or do any other things necessary on the Executive's behalf in order to give effect to the Executive's undertaking in this clause 18.2.

GARDEN LEAVE

During any period of notice of termination (whether given by the Company or the Executive), the Company shall be under no obligation to assign any duties to the Executive and shall be entitled to exclude the Executive from its premises, and require the Executive not to contact any customers, suppliers or employees provided that this shall not affect the Executive's entitlement to receive their normal salary and contractual benefits subject to the Company's rights under clause 18. During any such period of exclusion the Executive will continue to be bound by all the provisions of this Agreement and shall at all times conduct themselves with good faith towards the Company. The Executive shall be deemed to have taken all accrued but unused holiday entitlement during their period of exclusion and shall not be entitled to any pay in lieu of holiday on the termination of this Agreement.

DIRECTORSHIP

The appointment of the Executive as a director of the Company or any Group Company is not a term of this Agreement and the Company reserves the right to remove the Executive from any such directorship at any time and for any reason. Where the Company exercises this right, this shall not amount to a breach of this Agreement and shall not give rise to a claim for damages or compensation.

POST TERMINATION OBLIGATIONS OF THE EXECUTIVE

For the purposes of this clause 21 the following definitions apply:

"Restricted Business" means the business of the Company and of the Group Companies at the Termination Date with which the Executive was involved to a material extent during the twelve months immediately preceding the Termination Date;

"Restricted Customer" means any person, firm, company or other organisation who, at any time during the twelve months immediately preceding the Termination Date was a customer of or in the habit of dealing with the Company or any Group Company and with whom, during that period, the Executive had material dealings in the course of the Employment or for whom the Executive was responsible on behalf of the Company or any Group Company;

"Prospective Customer" means any person, firm, company or other organisation with whom the Company or any Group Company had negotiations or discussions regarding a possible business relationship during the six months immediately preceding the Termination Date and with whom, during that period, the Executive had material dealings in the course of the Employment or for whom the Executive was responsible for developing the relationship on behalf of the Company or any Group Company;

"Restricted Employee" means any person who, at the Termination Date, was an employee, officer or consultant of the Company or Group Company who could materially damage the interests of the Company or any Group Company if such person become employed and/or engaged in any capacity in any business concern that competes with the Restricted Business and with whom the Executive worked closely or was responsible for in the twelve months immediately preceding the Termination Date;

"Restricted Supplier" means any person, firm, company or other organisation who, in the twelve months immediately preceding the Termination Date supplied goods and/or services to the Company or any Group Company including but not limited to any individual who provided services to the Company or any Group Company by way of a consultancy agreement (but excluding utilities or goods and services supplied for administrative purposes) and with whom, during that period, the Executive dealt to a material extent;

"Restricted Territory" means the [restricted territory] and any other country in the world where the Company or any Group Company had business interests or dealings on the Termination Date;

"Restriction Date" means the earlier of the Termination Date and the start of any period of Garden Leave in accordance with clause 18.2;

"Termination Date" means the date of termination of the Employment (howsoever caused).

The Executive acknowledges that by reason of the Employment they will have access to trade secrets, confidential information, business connections and the workforce of the Company and the Group Companies and that in order to protect its and/or their legitimate business interests it is reasonable for the Executive to enter into these post termination restrictive covenants and, having taken independent legal advice the Executive agrees that the restrictions contained in this clause 21 (each of which constitutes an entirely separate, severable and independent restriction) are reasonable.

Reference in this clause 21.3 to the "Company" shall apply as though there were included reference to any relevant Group Company for whom or on whose behalf the Executive carries out work during the course of the Employment. The Executive covenants with the Company for itself and as trustee and agent for each Group Company that they will not without the prior written consent of the Company:

for [period of non-solicit] after the Restriction Date solicit or endeavour to entice away from the Company the business or custom of a Restricted Customer with a view to providing goods or services in competition with any Restricted Business;

for [period of non-solicit] after the Restriction Date solicit or endeavour to entice away from the Company the business or custom of a Prospective Customer with a view to providing goods or services in competition with any Restricted Business;

for [period of non-solicit] after the Restriction Date provide goods or services to, or otherwise have any business dealings with, any Restricted Customer in the course of any business concern which is (or intends to be) in competition with any Restricted Business;

for [period of non-solicit] after the Restriction Date provide goods or services to, or otherwise have any business dealings with, any Prospective Customer in the course of any business concern which is (or intends to be) in competition with any Restricted Business;

for [period of non-solicit] after the Restriction Date induce, solicit or otherwise endeavour to entice away from the Company any Restricted Employee;

for [period of non-solicit] after the Restriction Date employ or engage or facilitate the employment or engagement of any Restricted Employee;

for [period of non-solicit] after the Restriction Date interfere or endeavour to interfere with the supply of goods and/or services by any Restricted Supplier to the Company or any Group Company; and

for [period of non-compete] after the Restriction Date be engaged or concerned in any capacity in any business concern which is competition in the Restricted Territory with the Restricted Business.

For the avoidance of doubt, nothing in this clause 21 shall prevent the Executive from:

holding as an investment by way of shares or other securities not more than 5% of the total issued share capital of any company listed on a recognised stock exchange; or

being engaged or concerned in any business concern where the Executive's work or duties relate solely to geographical areas where the business concern is not in competition with the Restricted Business; or

being engaged or concerned in any business concern where the Executive's work or duties relate solely to services or activities of a kind with which the Executive was not concerned to a material extent in [relevant non-solicit/compete exception period] before the Termination Date.

The obligations undertaken by the Executive pursuant to this clause 21 extend to the Executive acting not only on their own account but also on behalf of any other firm, company or other person and shall apply whether the Executive acts directly or indirectly.

The Executive hereby undertakes with the Company that they will not at any time after the termination of the Employment in the course of carrying on any trade or business, claim, represent or otherwise indicate any present association with the Company or any Group Company or for the purpose of carrying on or retaining any business or custom, claim, represent or otherwise indicate any past association with the Company or any Group Company to its detriment.

While the restrictions in this clause 21 (on which the Executive has had the opportunity to take independent advice, as the Executive hereby acknowledges) are considered by the parties to be reasonable in all the circumstances, it is agreed that if any such restrictions, by themselves, or taken together, shall be found to go beyond what is reasonable in all the circumstances for the protection of the legitimate interests of the Company or any Group Company but would be considered reasonable if part or parts of the wording of such restrictions were deleted, the relevant restriction or restrictions shall apply with such deletion(s) as may be necessary to make it or them valid and effective.

If the Executive accepts alternative employment or engagement with any third party during the period of any of the restrictions in this clause 21 they will provide the third party with full details of these restrictions.

If the Executive's employment is transferred by reason of the Transfer of Undertakings (Protection of Employment) Regulations 2006 they will, if requested, enter into an agreement with the new employer that contains provisions that reflect the protections provided by the Company under this clause 21.

If the Executive's contract of employment is expected to transfer to a new entity by virtue of the Transfer of Undertakings (Protection of Employment) Regulations 2006 but the Executive objects or otherwise resigns before any such transfer takes place, the Executive acknowledges that the Company may assign the benefit of these restrictive covenants to the relevant successor entity. Consequently, the Executive agrees that they will continue to observe the restrictions set out in this clause 21 for the benefit of any successor and will not regard themselves as released from their obligations under this clause in the event of such assignment. The Executive agrees to co-operate with and use their best endeavours to assist the Company and any successor in such circumstances including but not limited to providing such information, executing such documents and giving such assurances and undertakings as they may reasonably request.

WHISTLEBLOWING

If the Executive wishes to make a disclosure under Sections 43A-L of the ERA they should do so without delay by contacting [whistleblowing contact] in writing, expressly stating that they wish to make a qualifying disclosure. A 'qualifying disclosure' is defined for these purposes as a disclosure of information which, in the reasonable belief of the Executive, is made in the public interest and tends to show one or more of the following: a criminal offence, a risk to health and safety, a failure to comply with a legal obligation, a miscarriage of justice, environmental damage or concealment of any of these.

AMALGAMATION AND RECONSTRUCTION

If the Company is wound up for the purposes of reconstruction or amalgamation the Executive shall not as a result or by reason of any termination of the Employment or the redefinition of their duties within the Company or any Group Company arising or resulting from any reorganisation of the Group have any claim against the Company for damages for termination of the Employment or otherwise so long as they shall be offered employment with any concern or undertaking resulting from such reconstruction, reorganisation or amalgamation on terms and conditions no less favourable to the Executive than the terms contained in this Agreement.

If the Executive shall at any time have been offered but shall have unreasonably refused or failed to agree to the transfer of this Agreement by way of novation to a company which has acquired or agreed to acquire the whole or substantially the whole of the undertaking and assets or not less than 50 per cent of the equity share capital of the Company, the Company may terminate the Employment by such notice as is required by s.86 of the ERA within one month of such offer being refused by the Executive.

DISCIPLINARY AND GRIEVANCE PROCEDURES AND SUSPENSION

The Company aims to follow applicable best practice in relation to any disciplinary matter or dismissal involving the Executive. However, such practice is not a contractual entitlement of the Executive and the Company reserves the right not to do so.

If the Executive wishes to obtain redress of any grievance relating to the Employment or is dissatisfied with any reprimand, suspension or other disciplinary step taken by the Company, the Executive shall apply in writing to the Board setting out the nature and details of any such grievance or dissatisfaction.

The Company reserves the right to suspend the Executive on full pay, for so long as it reasonably thinks fit, in order to:

investigate any allegations made against the Executive (whether in the context of the internal disciplinary process or otherwise); and / or

satisfy itself as to the Executive's fitness for work.

NOTICES

Any notice or other document to be given under this Agreement shall be in writing and may be given personally to the Executive or to the Secretary of the Company (as the case may be) or may be sent by first class post or by facsimile transmission to, in the case of the Company, its registered office for the time being and in the case of the Executive either to their address shown on the face of this Agreement or to their last known place of residence.

Any such notice shall (unless the contrary is proved) be deemed served when in the ordinary course of the means of transmission it would first be received by the addressee in normal business hours. In proving such service it shall be sufficient to prove, where appropriate, that the notice was addressed properly and posted or that the facsimile transmission was dispatched.

ENTIRE AGREEMENT AND FORMER SERVICE AGREEMENTS

This Agreement constitutes the entire agreement and understanding between the parties and the Executive agrees that they have not been induced to enter into the Employment by and has not relied upon any Pre-Contractual Statement.

This Agreement shall be in substitution for any previous letters of appointment, agreements or arrangements, (whether written, oral or implied), relating to the employment of the Executive, which shall be deemed to have been terminated by mutual consent. The Executive acknowledges that as at the date of this Agreement they have no outstanding claim of any kind against the Company and/or any Group Company.

No variation of this Agreement shall be effective unless agreed in writing by both parties.

There are no collective agreements affecting the Executive's employment.

GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and interpreted in accordance with English law and the parties irrevocably agree to the exclusive jurisdiction of the English Courts but this Agreement may be enforced by the Company in any court of competent jurisdiction.

THIRD PARTY RIGHTS

The Executive and the Company do not intend that any term of this Agreement should be enforceable, by virtue of the Contracts (Right of Third Parties) Act 1999 by any third party other than any Group Company in whose favour the Executive has agreed to any obligations in accordance with the terms of this Agreement.

GENERAL

This Agreement constitutes the written statement of the terms of Employment of the Executive provided in compliance with part 1 of the ERA.

This Agreement may be executed in more than one document or counterpart each in like form, all of which taken together shall constitute one document, and either party may execute this Agreement by signing any one or more of such documents or counterparts.

The expiration or termination of this Agreement, however arising, shall not operate to affect such of the provisions of this Agreement as are expressed to operate or have effect after that time and shall be without prejudice to any accrued rights or remedies of the parties.

The various provisions and sub-provisions of this Agreement are severable and if any provision or any identifiable part of any provision is held to be unenforceable by any court of competent jurisdiction then such unenforceability shall not affect the enforceability of the remaining provisions or identifiable parts of them.

THIS DEED has been executed and delivered as a Deed on the date set out on page 1.

Signed as a deed by [company name] acting by a director in the presence of

________________________________________ (Director)

Signature of witness: ........................................

Name (in BLOCK CAPITALS): [company witness name]

Address: [company witness address]

Signed as a deed by:

________________________________________ ([executive name])

in the presence of:

Signature of witness: ........................................

Name (in BLOCK CAPITALS): [executive witness name]

Address: [executive witness address]