In its declaration of interest, the Department submitted that a franchisor and a franchisee are not automatically considered an entity and that they may be separate entities capable of conjuring within the meaning of Section 1. The United States also argued that bare horizontal non-poaching agreements between competing employers within a franchise regime were generally subject to the rule per se. However, a restriction in a franchise agreement prohibiting franchisees from playing each other`s employees is generally subject to reason, since it is not an agreement between franchisees, as it is a vertical restriction. If there is an alleged agreement between the franchisees, the restriction is subject to the explanatory statement as long as it is incidental; it is separate from the legitimate cooperation of the franchise and reasonably necessary. In addition, the Division submitted that the „Quick-Look“ form of the rule review was not applicable, since the Tribunal had to balance the anti-competitive effects of the competitive advantages of non-poach franchise agreements, which are considered vertical or incidental restrictions. A customer acts as a software license license agreement in some IT services from a service provider. IT services should be a quantum improvement for our customers and they have invested considerable resources to preserve services. For the service provider (in this case licensees), IT services represented a significant upgrade from previous services – so much so that the service provider had specially recruited and trained staff to provide these services to our client. In recognition of the value of the staff, the service provider requested that a clause be included in the contract that our client would not deny the staff for the duration of the contract or for a short period of time thereafter. As our client does not intend to recruit this staff, he sees no problem with the agreement that has this clause. However, they asked us, out of caution, if we saw a problem with this clause. We are glad they asked, because there is a problem; It is a fairly significant problem — a problem with the law of agreements.