JUDGMENT - LODHA R.M., J.:-These two appeals were heard finally at the stage of admission by the consent of the learned Advocate General and the learned Senior Counsel appearing for the parties and as both the appeals arise out of common judgement dated 10th December, 2003 passed by the learned Single Judge, we are disposing of these appeals by this common order.

2. We may also notice at the outset that though by the impugned order the learned Judge has granted an ad interim relief in the arbitration petition filed under section 9 of the Arbitration and Conciliation Act, 1996 (for short, "the Act of 1996"), when the matter came up before us on 17th December, 2003, the learned Advocate General and the learned Senior Counsel appearing for the parties agreed that by the impugned order the arbitration petition itself may be deemed to have been finally disposed of. In our order dated 17th December we also noted the statement of the learned Senior Counsel for the appellant in Appeal No. 1109/2003 that the appellant did not intend to file any reply affidavit to the arbitration petition filed by the first respondent and that the appeal may be heard finally on the basis of the pleadings set out in the arbitration petition.

3. Having heard the learned Senior Counsel and the learned Advocate General at quite some length, in our considered view the matter turns on a short question. The question is: whether the covenant in Clause 31(b) of the agreement dated 1-11-2003, after the completion of the contract, is in the restraint of trade and, therefore, void under section 27 of the Contract Act, 1872, Clause 31 of the agreement provides thus:

"31. NEGOTIATION AND RIGHTS OF FIRST REFUSAL:

a) NEGOTIATION:---During the third contract year, and in any event not later than August 1st, 2003 the parties shall meet to commence discussions with a view to the extension of their relationship beyond the Term, For sixty (60) days thereafter, Zaheer Khan, agrees to negotiate in good faith only with Percept, and not with any third party, concerning the right after the Term to the use of his endorsement or for the arrangement contemplated by this Agreement in association with any goods or services. Only after such hundred and eighty (10) day period from the date of the last assignment, Zaheer Khan shall have the right to negotiate with other persons, subject however to sub-clause (b).

(b) FIRST REFUSAL:---During the Term of the Agreement, prior to completion of the first negotiation period provided for in sub-clause (a) above, Zaheer Khan agrees not to accept any offer for his endorsement, promotion, advertising, or other affiliation with regard to any products or services. Thereafter, Zaheer Khan agrees not to accept any offer for his endorsement, promotion, advertising, or other affiliation with regard to any goods or services or for arrangement similar to the transaction hereunder without first providing Percept with written notice of such offer and all the material terms and conditions thereof to offering, percept the right to match the third party offer. Percept shall thereafter have the right, exercisable by written notice to Zaheer Khan within ten (10) days of receipt, to accept Zaheer Khan's offer on the same terms and conditions offered by such third part. If Percept does not accept Zaheer Khan's offer, Zaheer Khan shall thereafter have the right to enter into an agreement with such third party."

4. The statutory provision pertaining to agreement in restraint of trade as contained in section 27 of the Contract Act reads thus:

"27. Agreement in restraint of trade void.--- Every agreement by which any one is restrained from exercising a lawful profession, trade or business of any kind, is to that extent void.

Exception.---Saving of agreement not to carry on business of which goodwill is sold. One who sells the goodwill of a business may agree with the buyer to refrain from carrying on a similar business, within specified local limits, so long as the buyer,

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