Exhibit 10.37
[WESTERN UNION LOGO REDACTED]
RELEASE AND WAIVER AGREEMENT
BETWEEN:
AND
(1) and (2) hereinafter together referred to as the Parties.
WHEREAS:
IT IS HEREBY AGREED AS FOLLOWS:
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[FOOTER REDACTED]
(a) continue to receive his basic pay and contractual benefits and allowances in the usual way up the Termination Date;
(b) take all of his untaken holiday entitlement which accrues up to and including the Termination Date;
(c) not, without the prior written permission of the Company, contact or deal with (or make any attempt to contact or deal with) any officer, employee, consultant, client, customer, supplier, agent, distributor, shareholder, adviser or other business contact of the Company other than for purely social reasons;
(d) remain an employee of the Company and, save as set out in this letter, will continue to be bound by all his obligations to the Company including (including but
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not limited to those contained in the Contract of Employment);
(e) remain available to assist with the handover of his duties as may be required by the Company including but not limited to providing the Company and/or any person designated by the Company with information relating to the Company’s business, contacts and historic, current or future projects and copies of any correspondence sent or received by him during his employment with the Company;
(f) not without the prior written permission of the Company access any information technology systems of the Company;
(g) not without the prior written permission of the Company whether alone or jointly with or on behalf of any other person, firm, company and whether as principal, partner, manager, employee, contractor, director, consultant, investor or otherwise, be engaged, employed, concerned or interested in any other business, activity or undertaking, whether in the UAE or elsewhere (including but not limited to any business, activity or undertaking which is in competition with the Company), other than any interest previously authorized in writing on behalf of Western Union; and
(h) except during any periods taken as holiday in the usual way, ensure that the Company knows where he will be and how he can be contacted during the working day.
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leaders as directed in order to ensure a smooth, professional and complete handover of all business activities.
The Company will provide the Employee with outplacement services provided by the Company’s outplacement provider. The Company must approve the type, scope and duration of the outplacement services and the Company will pay the Company’s outplacement provider directly for any such services.
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and the applicable award agreements.
(a) the payments set out in this Agreement represent all and any payments which may be due to him pursuant to his Contract of Employment and in accordance with all applicable legislation including the UAE Labour Law;
(b) there are no outstanding monies by way of compensation or salary, expenses or other sums whatsoever due to the Employee from the Company either in respect of his employment by the Company or in respect of any matters associated therewith;
(c) he has no other claims or rights of action whatsoever against the Company or any Group Company, or its or their officers or employees arising out of his employment, its termination or otherwise and he (or anyone acting on his behalf) has not presented or brought and will not present or bring any complaint, proceedings, actions or claim in the UAE or worldwide including for, but not limited to:
(i) notice pay;
(ii) payment in lieu of accrued but untaken annual leave;
(iii) end of service gratuity;
(iv) bonus;
(v) overtime;
(vi) commissions
(vii) benefits under any Company share or stock option scheme;
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(viii) reimbursement of expenses;
(ix) pension contributions;
(x) compensation for arbitrary dismissal pursuant to the UAE Labour Law;
(xi) unfair dismissal;
(xii) compensation for any civil claim;
(xiii) legal fees and expenses;
(xiv) discrimination.
(d) he hereby irrevocably waives any rights he may have in respect of any claims or rights of action whatsoever and the Company and any Group Company shall be immediately deemed fully and irrevocably released in connection thereto;
(e) he will keep strictly confidential and will not disclose the terms and existence of this Agreement and any documents referred to herein to any person save to a professional advisor or required by law;
(f) he will comply with clause 11 of the Contract of Employment and continue to keep confidential any information of a confidential nature which has come into his possession during his employment in relation to the business and operation of the Company and/or any Group Company and/or its or their clients and workforce and will not disclose or cause to be disclosed to any third party or use or cause to be used or take any advantage or make use of any confidential information or trade secret of any kind or nature that was disclosed to him in the course of his employment with the Company;
(g) he has not kept or made copies of any information or documentation (electronic or otherwise) which belongs to the Company or any Group Company whether or not such information or documentation is labelled as confidential;
(h) he will comply with those provisions of his Contract of Employment which survive termination, including but not limited to the non-solicitation of customers, non-solicitation of employees and others, and non-competition covenants set out in clauses 16 and 17 of the Contract of Employment;
(i) he will not, directly or indirectly, verbally or in writing or in any other form publish or make any adverse or derogatory comments about the Company or any Group Company, its or their products and services, or its or their directors or employees, to the media or any third parties including customers, agents, clients and suppliers or do anything which shall, or may, bring the Company or any Group Company, or its or their directors or employees into disrepute;
(j) he will not after the Termination Date communicate with any employees, customers, agents, clients or suppliers (other than socially) or in any way hold himself out to still be an employee of the Company or any Group Company; and
(k) he will resign forthwith from his directorships, offices, trusteeships,
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secretaryships of the Company and any Group Company and he agrees to cooperate with the Company and execute such documents and do such things (at the expense of the Company) as are necessary in order to give full effect to such resignations.
Upon request, the Company agrees that it shall provide the Employee with a service certificate in compliance with its obligation under UAE Labour Law.
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(a) this Agreement constitutes the entire agreement between the parties and any Group Company and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter;
(b) in entering into this Agreement, it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.
If any provision of the Agreement is held invalid or unenforceable, such invalidity or unenforceability shall not affect in any way the validity or enforceability of any other provisions of the Agreement. In the event that any provision is held invalid or unenforceable, the Parties shall attempt to agree on a valid and enforceable provision which shall be a reasonable substitute for such invalid or unenforceable provision in the light of the content of the Agreement and, on so agreeing, shall incorporate such substitute provision into the Agreement.
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constitute the one agreement, which shall come into force once each Party has executed such a counterpart in identical form and exchanged it with the other Party.
Signed Signed
Name of signatory Mark Hinsey 1/3/2024 Jean Claude Farah 1/3/2024
On behalf of Western
Union Financial
Services Inc., Dubai
Liaison Office
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