Lesaka (LSAK) 10-Q 2023 Q3 Quarterly report

1

Exhibit 10.53

E

XECUTION

V

ERSION

LESAKA

TECHNOLOGIES,

INC.

RESTRICTIVE

COVENANTS

AGREEMENT

YourInformation:

Name:Steven John Heilbron

Address:xxx

Start Date:January 1, 2023

Company:Lesaka Technologies,Inc., and any of its subsidiaries or affiliates, together

with any of its and their respective successors or assigns (collectively, “us,”

“we,” “our,” or “the Company”)

Address:Lesaka Technologies, Inc.

President Place, 6th Floor, Cnr.Jan Smuts Avenue and Bolton Road

Rosebank, Johannesburg 2196, South Africa

In consideration of your employment or service with us and the compensation we have

agreed to pay you, the receipt and sufficiency of which you acknowledge, you agree to this

Restrictive Covenants Agreement (this “Agreement”), as follows:

1.

This Agreement sometimes refers to your “Employment or Service.”You

understand that your “Employment or Service” means the entire period during which you are

engaged by us as a consultant or employed by us as an employee, or otherwise providing

services to us, including all times during which you have provided services to the Company

prior to the Start Date and all times during and after work hours, whether you are actively

employed or on any kind of leave of absence and whether you are engaged or employed full-

time or part-time.In addition, it is understood that Employment or Service includes all

periods commencing from the Start Date noted above, as well as any work performed for us

prior to the Start Date.

2.

Confidential Information.Youagree to hold in the strictest confidence, not to

use (except for the benefit of the Company) and not to disclose to any person or entity

(directly or indirectly) any Confidential Information (as defined below) that you obtain or

create during your Employment or Service, unless the Company grants you written

authorization to do otherwise.

Youunderstand that “Confidential Information” means all business, technical and

other proprietary information in our custody or under our control, as well as any Company

information not generally known by actual or potential competitors of the Company or by the

public generally.Such information is Confidential Information no matter how you learned of

it -- whether disclosed to you, directly or indirectly, in writing, orally,by drawings or

inspection of

1

documents or other tangible property or in any other manner or form, tangible or intangible.

Youunderstand specifically that Confidential Information includes, but is not limited to, the

following types of information:

●

information belonging to others who have entrusted such information to us, as

further described in Section 4 below;

●

information that would not have been known to our competitors or the public

generally if you had not breached your obligations of confidentiality under this

Agreement;

●

information concerning research, inventions, discoveries, developments,

techniques, processes, formulae, technology, designs, drawings, engineering,

specifications, algorithms, finances, sales or profit figures, financial plans,

customer lists, customers, prospective customers, potential investors, business

plans, contracts, markets, investing plans, product plans, marketing,

distribution or sales methods or systems, products, services, production plans,

system implementation plans, business concepts, supplier or vendor

information, business procedures or business operations related thereto;

●

all computer software (in source, object, executable or other code forms and

including all programs, modules, routines, interfaces and controls), data,

databases, Internet designs and strategies, files and any documentation

protocols and/or specifications related to the foregoing;

●

all know-how and/or trade secrets;

●

all unpublished copyrightable material;

●

any use, model, variation, application, reduction to practice, discussion and

any other communication or information in, regarding or relating to, or usable

in or with any of the goods or services made, used or sold by us; and

●

all reproductions and copies of such things.

3.

Third Party Information Held by You.Yourecognize that you may have access to

confidential information of former employers or other persons or entities with whom you

have an agreement or duty to keep such information confidential.Youwill not use any such

information in your Employment or Service, you will not disclose any such information to us

or any of our directors, officers, agents or other employees, or induce any of them to use any

such information, and you will not bring onto the premises of the Company any such

information in any form, unless such person or entity has granted you written authorization to

do so.

4.

Third Party Information Held by the Company.Yourecognize that we have received,

and in the future shall receive, from other persons or entities information that is confidential

to such person or entity; and, therefore, such persons or entities require us to maintain the

confidentiality of such information and to use it only for certain limited purposes.Consistent

with the Company’s agreement with such persons or entities, you agree to hold in the strictest

confidence, not to use (except as necessary to carry out your duties for the Company) and not

to disclose to any person or entity (directly or indirectly) any such information, unless we

2

grant you written authorization to do otherwise.All such information shall also constitute

and shall be treated as Confidential Information.

5.

Company Property; Return.Youwill not remove (either physically or electronically)

any property belonging to us or in our custody (“Company Property”) from our premises,

except as required in the ordinary course of your Employment or Service, unless we grant

you written authorization to do so.Company Property includes all Confidential Information

as well as Company related information that is not confidential, and tangible property and

hard goods.Promptly upon the termination of your Employment or Service, and earlier if we

so request at any time, you shall deliver to us (and shall not keep copies in your possession or

deliver to anyone else) all of the Company Property, which may include, without limitation,

all of the following items:

●

documents and other materials containing or comprising Confidential

Information, including in particular, but not limited to, all software, records,

data, notes, reports, proposals, lists, correspondence, specifications, drawings,

blueprints, sketches and laboratory notebooks, whether hard copies or soft

copies (electronic or digital); and

●

tangible property and equipment belonging to us (whether or not containing or

comprising Confidential Information), including in particular, but not limited

to, laptop computers, devices, solutions, samples, models, marketing

materials, brochures, purchase order forms and letterhead, and all

reproductions and copies of such things.

6.

Assignment of Inventions.Youshall promptly make full written disclosure to the

Company, through your immediate supervisor or superior,of all Inventions.“Inventions”

means any and all inventions, original works of authorship (including designs, computer

programs, and drawings, whether manual or electronic), findings, conclusions, data,

discoveries, developments, concepts, designs, improvements, trademarks, service marks,

trade secrets, techniques, formulae, processes and know-how, whether or not patentable or

registrable under patent, copyright or similar laws, that you may solely or jointly conceive,

develop or reduce to practice, or cause to be conceived, developed or reduced to practice,

during your Employment or Service.Youshall hold all Inventions in trust for the Company.

This Agreement does not apply to any Inventions made by you prior to your Employment or

Service that are identified in Attachment A hereto.

Yourecognize and agree that during your Employment or Service, we solely and

exclusively own all Inventions, as well as any and all inherent and appurtenant moral rights

and intellectual property rights, including, but not limited to, all patent rights, copyrights,

trademarks, know-how and trade secrets (collectively, “Intellectual Property Rights”), except

as stated in Section 8 below.Youhereby, without additional payment or consideration,

assign, transfer and convey to us all of your worldwide right, title and interest in and to all

Inventions and Intellectual Property Rights, and you will treat all Inventions as Confidential

Information, until and unless such Inventions are determined to be excluded from this

Agreement by way of Section 8 below.

7.

Further Assurances.Upon the request and at the expense of the Company, you shall

execute and deliver any and all documents and instruments, and do such other acts, that may

be necessary or desirable to evidence the ownership of rights, and each assignment and

transfer described in this Agreement.Youwill do the same to enable the Company to secure

3

the Company’s sole and exclusive rights in the Confidential Information, Company Property,

Inventions, and Intellectual Property Rights, or to apply for, prosecute and enforce

Intellectual Property Rights with respect to any Confidential Information, Company Property,

or Inventions, or to obtain any extension, validation, re-issue, continuance or renewal of any

such Intellectual Property Right, in each case in any and all jurisdictions.Youagree to

disclose to us all pertinent information and data with respect to Confidential Information,

Company Property, Inventions, and related Intellectual Property Rights.In the event your

Employment or Service is terminated, you will do all the things described in this paragraph

without charge to us other than a reasonable payment for your time involved.

If the Company is unable for any other reason to secure your signature on any

document described above, then you hereby irrevocably designate and appoint the Company

and the Company’s duly authorized officers and agents as your agent and attorney in fact as

of the Start Date, to act for and in your behalf and stead to execute and file any such

applications and to do all other lawfully permitted acts to further the prosecution and issuance

of letters patent or trademark, copyright or other registrations thereon with the same legal

force and effect as if executed by you.

8.

Exceptions to Company Ownership.The only exception to our ownership of

Inventions and Intellectual Property Rights are ones (a) for which no equipment, supplies,

facilities or proprietary or trade secret information of the Company are used, (b) that are

developed entirely on your own time, (c) that do not relate to the business of the Company or

to the Company’s actual or anticipated research or development and (d) that do not result

from or relate to any work performed by you for the Company.

To the extent you claim that any Invention or Intellectual Property Right (or portion

thereof) is not the property of the Company because of the paragraph above, you will include

such claim in the Invention disclosure submitted to your supervisor or superior pursuant to

Section 6.The agreement or disagreement of the Company with your claim of ownership of

such Invention will be expressed to you in writing within a reasonable period.Youwill not

disclose any such Invention to any other person or entity (except, if you so choose, to your

lawyer, retained at your own expense for the purpose of resolving such a disagreement),

unless the Company grants you written authorization to do so, and you shall treat (and your

lawyer shall treat) such Invention as Confidential Information until such time, if any, that you

receive the Company’s agreement to your ownership.In the event of a dispute as to

ownership, the burden is on you to establish your claim of ownership.

9.

Non-Competition.During your Employment or Service and for three (3) months

thereafter, you will not, directly or indirectly,with or without compensation, own, manage,

operate, join, control, advise or participate in, as a shareholder (other than as a shareholder

with less than 10% of the outstanding common stock of a public company), director, officer,

manager, principal partner, employee, consultant,independent contractor, technical or

business advisor or otherwise (or any foreign equivalents of the foregoing), any person or

entity that is in the Business (as defined below) or similar business of the Company (or any

division of the Company) in any business that directly or indirectly competes with the

Company within the Republic of South Africa and those territories outside of South Africa in

which the Company carries on the Business as of the last date of your Employment or Service

(a “Competing Business”). For purposes of this Section 9, “Business” shall mean the business

conducted by the Company from time to time, being the business of developing, marketing

and distributing payment systems which facilitate commercial transactions in an electronic

environment using specialized smart card technologies.

4

10.

Non-Solicitation.During your Employment or Service and for twenty-four (24)

months thereafter, you will not, directly or indirectly,on your own behalf or on behalf of

others, either:

●

solicit, recruit or attempt to persuade any person to terminate such person’s

employment or service with us, whether or not such person is a full-time

employee or service provider and whether or not such employment or service

is pursuant to a written agreement or is at-will; or

●

solicit, contact or attempt to persuade any current or prospective customer of

the Company to alter such customer’s or prospective customer’s relationship

with us or to engage any Competing Business to perform services that we can

perform in the ordinary course of business.Youunderstand that “prospective

customer” means any prospective customer of the Company with whom you

had contact at any time during the six (6) months preceding the termination of

your Employment or Service.

11.

Nondisparagement.Youagree that you will not at any time make, publish or

communicate to any person or entity or in any public forum any defamatory or disparaging

remarks, comments or statements concerning the Company or its respective businesses, or

any of its members, directors, employees and officers, except as may be required by law.

This restriction does not bar you from participating or cooperating with any government

agency; from making statements in connection with any lawsuit or other dispute resolution

process; or otherwise making such statements when application of this restriction would be

unlawful.

12.

Duration; Nature.This Agreement is binding during your Employment or Service

and shall survive any termination of your Employment or Service.This Agreement does not

bind the Company or you to any specific period of employment or service, and shall not be

construed in any manner as an employment or consulting agreement or to make your

Employment or Service other than terminable at will at any time by us in our sole discretion.

13.

No Conflicts.Youare not a party to any existing agreement or employment that

would prevent you from entering into and performing this Agreement in accordance with its

terms, including, without limitation, an obligation to assign your Inventions or Intellectual

Property Rights to a third party or any agreement subjecting you to a non-compete, except as

identified in Attachment A hereto; and you will not enter into any other agreement that is in

conflict with your obligations under this Agreement.

14.

Disclosure of Obligations.Youconsent to the Company’s notification to any third

party of the existence of this Agreement.

15.

Compliance.Youacknowledge that the activities of the Company are subject to

compliance with applicable laws and regulations (collectively, “Laws”), including without

limitation Laws that may control the collection, storage, processing and distribution of

personal information.Youagree to comply with all applicable Laws and to notify your

immediate supervisor or superior of any reason to believe that you, the Company, or any

other person has violated any Law that may affect the Company or your performance or your

obligations under this Agreement.

5

16.

Equitable Relief.Youagree that the provisions of this Agreement are reasonably

necessary to protect our legitimate business interests.Youagree that it would be impossible

or inadequate to measure and calculate our damages from any breach of the covenants set

forth in this Agreement, and that a breach of such covenants could cause serious and

irreparable injury to us.Accordingly, we shall have available, in addition to any other right

or remedy available to us, the right to seek an injunction from a court of competent

jurisdiction restraining such a breach (or threatened breach) and specific performance of this

Agreement.Youfurther agree that no bond or other security shall be required in obtaining

such equitable relief and you hereby consent to the issuance of such injunction and to the

ordering of specific performance.

17.

No License.Nothing in this Agreement shall be deemed to constitute the grant of any

license or other right to you in respect of any Confidential Information, Company Property,

Invention, Work, Intellectual Property Rightor other data, tangible property or intellectual

property of the Company.

18.

Amendment and Assignment.No modification to any provision of this Agreement

will be binding unless it is in writing and signed by both you and the Company.No waiver of

any rights under this Agreement will be effective unless in writing signed by the Company.

Yourecognize and agree that your obligations under this Agreement are of a personal nature

and are not assignable or delegable in whole or in part by you.The Company may assign this

Agreement to any affiliate or to any successor-in-interest (whether by sale of assets, sale of

stock, merger or other business combination).All of the terms and provisions of this

Agreement shall be binding upon and inure to the benefit of and be enforceable by the

respective heirs, executors, administrators, legal representatives, successors and permitted

assigns of you and the Company.

19.

Notices.Any notice, consent, waiver and other communications required or permitted

pursuant to the provisions of this Agreement must be in writing and will be deemed to have

been properly given (a) when delivered by hand; or (b) when sent by email, in each case to

any Party at the email address set forth below, or,with respect to any Party set forth below, at

such other address, facsimile number or email address specified in writing by such Party to

the other Parties in accordance with this Section 19:

If to the Company:Lesaka Technologies, Inc.

President Place, 6th Floor

Cnr. Jan Smuts Avenueand Bolton Road

Rosebank, Johannesburg, South Africa

Attn: Chris Meyer

Email: xxx

If to Executive:Steven John Heilbron

xxx

Email: xxx

20.

Governing Law; Jurisdiction.This Agreement shall be governed by and interpreted in

accordance with laws of the State of New Yorkand, to the extent applicable, U.S. federal

law, and the parties agree to submit to the jurisdiction of the state and federal courts sitting in

New York,New Yorkfor all disputes hereunder.

6

21.

Severability.If any provision of this Agreement or its application is adjudicated to be

invalid or unenforceable in any jurisdiction, such invalidity or unenforceability (a) shall not

affect any other provision or application of this Agreement that can be given effect without

the invalid or unenforceable provision or application and shall not invalidate or render

unenforceable such provision or application in any other jurisdiction and (b) shall be limited

or excluded from this Agreement to the minimum extent required so that this Agreement shall

otherwise remain in full force and effect and enforceable in accordance with its terms.For

the avoidance of doubt, if this Agreement is or becomes subject to any state or federal law

affecting the Company’s rights with respect to any of your obligations under this Agreement,

this Agreement shall be deemed amended to the extent necessary to comply with such law.

[Signature Page Follows]

7

I HAVEREAD THIS AGREEMENT CAREFULLYAND I UNDERSTAND

AND ACCEPT THE OBLIGATIONS THATIT IMPOSES UPON ME WITHOUT

RESERVATION,AND HEREBY ACKNOWLEDGE RECEIPT OF A COPY OF

SUCH AGREEMENT.NO PROMISES OR REPRESENTATIONSHAVEBEEN

MADE TO ME TO INDUCE ME TO SIGN THIS AGREEMENT.I SIGN THIS

AGREEMENT VOLUNTARILYAND FREELYAND INTENDING TO BE

LEGALLYBOUND.

Dated: February 8, 2023/x/ Steven J. Heilbron

STEVEN JOHN HEILBRON

Agreed and Acknowledged

LESAKA TECHNOLOGIES, INC.

By:_/s/ Chris Meyer____________________

Name: Chris Meyer

Title: Chief Executive Officer

8

ATTACHMENTA

A.Inventions made by me prior to my Employment or Service with the Company that I

desire to be excepted from the Agreement to which this Attachment A is attached (if none,

write “NONE”):

NONE

B.Prior agreements to which I am a party that may interfere with full compliance with

the Agreement to which this Attachment A is attached (if none, write “NONE”):

NONE

Dated: February 8, 2023/s/ Steven J. Heinbron

STEVEN JOHN HEILBRON