Common use of Confidentiality Non Solicitation Clause in Contracts

Confidentiality Non Solicitation. A&M and Engagement Personnel shall keep as confidential all non-public information received from the Company in conjunction with this engagement, except: (i) as requested by the Company or its legal counsel; (ii) as required by legal proceedings; or (iii) as reasonably required in the performance of this engagement. All obligations as to non-disclosure shall cease as to any part of such information to the extent that such information is, or becomes, public other than as a result of a breach of this provision. The Company, on behalf of itself and its subsidiaries and affiliates and any person which may acquire all or substantially all of its assets agrees that, until two (2) years subsequent to the termination of this engagement, it will not solicit, recruit, hire or otherwise engage any employee of A&M or any of its affiliates who worked on this engagement while employed by A&M or its affiliates (“Solicited Person”). Should the Company or any of its subsidiaries or affiliates or any person who acquires all or substantially all of its assets extend an offer of employment to or otherwise engage any Solicited Person and should such offer be accepted, A&M shall be entitled to a fee from the Company equal to the Solicited Person’s hourly client billing rate at the time of the offer multiplied by 4,000 hours for a Managing Director, 3,000 hours for a Senior Director and 2,000 hours for any other A&M employee. The Company acknowledges and agrees that this fee fairly represents the loss that A&M will suffer if the Company breaches this provision. The fee shall be payable at the time of the Solicited Person’s acceptance of employment or engagement.

Appears in 3 contracts

Samples: On Liability Agreement (Quorum Health Corp), On Liability Agreement (Kona Grill Inc), Ignite Restaurant Group, Inc.

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Confidentiality Non Solicitation. A&M and Engagement Personnel shall keep as confidential all non-public information received from the Company in conjunction with this engagement, except: (i) as requested by the Company or its legal counsel; (ii) as required by legal proceedings; or (iii) as reasonably required in the performance of this engagement. All obligations as to non-disclosure shall cease as to any part of such information to the extent that such information is, or becomes, public other than as a result of a breach of this provision. The Company, on behalf of itself and its subsidiaries and affiliates and any person which may acquire all or substantially all of its assets agrees that, until two (2) years subsequent to the termination of this engagement, it will not solicit, recruit, hire or otherwise engage any employee of A&M or any of its affiliates who worked on this engagement while employed by A&M or its affiliates (“Solicited Person”). Should the Company or any of its subsidiaries or affiliates or any person who acquires all or substantially all of its assets extend an offer of employment to or otherwise engage any Solicited Person and should such offer be accepted, A&M shall be entitled to a fee from the Company party extending such offer equal to the Solicited Person’s hourly client billing rate at the time of the offer multiplied by 4,000 hours for a Managing Director, 3,000 hours for a Senior Director and 2,000 hours for any other A&M employee. The Company acknowledges and agrees that this fee fairly represents the loss that A&M will suffer if the Company breaches this provision. The fee shall be payable at the time of the Solicited Person’s acceptance of employment or engagement.

Appears in 2 contracts

Samples: American Apparel, Inc, EveryWare Global, Inc.

Confidentiality Non Solicitation. A&M and Engagement Personnel shall keep as confidential all non-public information received from the Company in conjunction with this engagement, except: (i) as requested by the Company or its legal counsel; (ii) as required by legal proceedings, subject to providing the Company with reasonable advance notice and cooperation in obtaining a protective order; or (iii) as reasonably required in the performance of this engagement. All obligations as to non-disclosure shall cease as to any part of such information to the extent that such information is, or becomes, public other than as a result of a breach of this provision. The Company, on behalf of itself and its subsidiaries and affiliates and any person which may acquire all or substantially all of its assets agrees that, until two (2) years subsequent to the termination of this engagement, it will not solicit, recruit, hire or otherwise engage any employee of A&M or any of its affiliates who worked on this engagement while employed by A&M or its affiliates (“Solicited Person”). ; provided however that the foregoing provision will not prevent the Company from employing any individual who has been terminated by A&M for more than twelve months prior to such solicitation or employment.. A Should the Company or any of its subsidiaries or affiliates or any person who acquires all or substantially all of its assets extend an offer of employment to or otherwise engage any Solicited Person and should such offer be accepted, A&M shall be entitled to a fee from the Company equal to the Solicited Person’s hourly client billing rate at the time of the offer multiplied by 4,000 hours for a Managing Director, 3,000 hours for a Senior Director and 2,000 hours for any other A&M employee. The Company acknowledges and agrees that this fee fairly represents the loss that A&M will suffer if the Company breaches this provision. The fee shall be payable at the time of the Solicited Person’s acceptance of employment or engagement.

Appears in 1 contract

Samples: Mimedx Group, Inc.

Confidentiality Non Solicitation. A&M and Engagement Personnel shall keep as confidential all non-public information received from the Company in conjunction with this engagement, except: (i) as requested by the Company or its legal counsel; (ii) as required by legal proceedings; provided, however, that if such non-public information is disclosed, A&M shall give the Company at least five business days’ notice prior to such disclosure; or (iii) as reasonably required in the performance of this engagement. All obligations as to non-disclosure shall cease as to any part of such information to the extent that such information is, or becomes, public other than as a result of a breach of this provision. A&M acknowledges and represents to the Company that it recognizes its obligations under applicable state and federal securities laws, including its obligation not to disclose material, nonpublic information to any person or other party not subject to a written confidentiality agreement with the Company. The Company, on behalf of itself and its subsidiaries and affiliates and any person which may acquire all or substantially all of its assets agrees that, until two (2) years subsequent to the termination of this engagement, it will not solicit, recruit, hire or otherwise engage any employee of A&M or any of its affiliates who worked on this engagement while employed by A&M or its affiliates (“Solicited Person”). Should the Company or any of its subsidiaries or affiliates or any person who acquires all or substantially all of its assets extend an offer of employment to or otherwise engage any Solicited Person and should such offer be accepted, A&M shall be entitled to a fee from the Company party extending such offer equal to the Solicited Person’s hourly client billing rate at the time of the offer multiplied by 4,000 hours for a Managing Director, 3,000 hours for a Senior Director and 2,000 hours for any other A&M employee. The Company acknowledges and agrees that this fee fairly represents the loss that A&M will suffer if the Company breaches this provision. The fee shall be payable at the time of the Solicited Person’s acceptance of employment or engagement.. Campus Crest Communities, Inc. April 21, 2015

Appears in 1 contract

Samples: Campus Crest Communities, Inc.

Confidentiality Non Solicitation. A&M and the Engagement Personnel shall keep as confidential all non-public information received from the Company in conjunction with this engagementAgreement, except: (i) as requested by the Company or its legal counselpersonnel; (ii) as required by legal proceedings; or (iii) as reasonably required in the performance of this engagementAgreement. All obligations as to non-disclosure shall cease as to any part of such information to the extent that such information is, is or becomes, becomes public other than as a result of a breach of this provision. The Company, on behalf of itself and its subsidiaries and subsidiaries, affiliates and any person which that may acquire all or substantially all of its assets assets, agrees that, until two (2) years subsequent to the termination of this engagement, it will not solicit, recruit, hire or otherwise engage for services any employee of A&M or any of its affiliates who worked with the Company’s employees or representatives on this engagement while employed by A&M or its affiliates (“Solicited Person”). Should the Company or any of its subsidiaries or affiliates or any person who acquires all or substantially all of its assets extend an offer of employment to or otherwise engage any Solicited Person and should such offer be accepted, A&M shall be entitled to a fee from the Company party extending such offer equal to the Solicited Person’s hourly client billing rate at the time of the offer multiplied by 4,000 hours for a Managing Director, 3,000 hours for a Senior Director and 2,000 hours for any other A&M employee. The Company acknowledges and agrees that this fee fairly represents the loss that A&M will suffer if the Company breaches this provision. The fee shall be payable at the time of the Solicited Person’s acceptance of employment or engagement. Further, without the Company’s prior written consent, none of A&M’s directors, officers or employees who have worked with the Company on this engagement will, for a period of two (2) years subsequent to the termination of this engagement, directly or indirectly solicit, recruit, hire or otherwise engage for services any employee of the Company or any of its affiliates who have worked with A&M’s employees or representatives on this engagement while employed by the Company (a) for employment by A&M or by any of its affiliates or (b) to provide consulting or other services to or on behalf of A&M or any of its affiliates; provided, that, for the avoidance of doubt, the foregoing shall not prohibit the solicitation or employment by A&M or its affiliates of any employee of the Company not solicited by A&M’s directors, officers or employees who have worked with the Company on this engagement.

Appears in 1 contract

Samples: Exide Technologies

Confidentiality Non Solicitation. The CRO, and Additional Personnel and A&M and Engagement Personnel shall keep as confidential all non-public information received from the Company in conjunction with this engagement, except: except (i) as requested by the Company or its legal counsel; (ii) as required by legal proceedings; proceedings or (iii) as reasonably required in the performance of this engagement. All obligations as to non-disclosure non­disclosure shall cease as to any part of such information to the extent that such information is, is or becomes, becomes public other than as a result of a breach of this provision. The CompanyExcept as specifically provided for in this letter, the Company on behalf of itself and its subsidiaries and affiliates and any person which may acquire all or substantially all of its assets agrees that, until two (2) years subsequent to the termination of this engagement, it will not solicit, recruit, hire or otherwise engage any employee of A&M or any of its affiliates who worked on this engagement while employed by A&M or its affiliates (“Solicited Person”). Should the Company or any of its subsidiaries or affiliates or any person who acquires all or substantially all of its assets extend an offer of employment to or otherwise engage any Solicited Person and should such offer be accepted, A&M shall be entitled to a fee from the Company party extending such offer equal to the Solicited Person’s hourly client billing rate at the time of the offer multiplied by 4,000 hours for a Managing Director, 3,000 hours for a Senior Director and 2,000 hours for any other A&M employee. The Company acknowledges and agrees that this fee fairly represents the loss that A&M will suffer if the Company breaches this provision. The fee shall be payable at the time of the Solicited Person’s acceptance of employment or engagement.

Appears in 1 contract

Samples: Indemnification Agreement (Hecla Mining Co/De/)

Confidentiality Non Solicitation. A&M and Engagement Personnel SRVP shall keep as confidential all non-public information received from the Company in conjunction with this engagementEngagement, except: (i) as requested by the Company or its legal counsel; (ii) as required by legal proceedingslaw; or (iii) as reasonably required in the performance of this engagementEngagement. All obligations as to non-disclosure shall cease as to any part of such information to the extent that such information is, is or becomes, becomes public other than as a result of a breach of this provision. The Company, on behalf of itself and its subsidiaries and affiliates and any person which may acquire all or substantially all of its assets assets, agrees that, until two (2) years subsequent to the termination of this engagementEngagement, it will not solicit, recruit, hire or otherwise engage any employee of A&M SRVP or any of its affiliates who worked on this engagement Engagement while employed by A&M SRVP or its affiliates (“Solicited Person”)) unless SRVP expressly waives this provision. Should the Company or any of its subsidiaries or affiliates or any person who acquires all or substantially all of its assets extend an offer of employment to or otherwise engage any Solicited Person and should such offer be accepted, A&M SRVP shall be entitled to a fee from the Company equal to the Solicited Person’s hourly client monthly billing rate at the time of the offer multiplied by 4,000 hours twelve (12) for a Managing Director, 3,000 hours nine (9) for a Senior Director and 2,000 hours six (6) for any other A&M SRVP employee. The Company acknowledges and agrees that this fee fairly represents the loss that A&M SRVP will suffer if the Company breaches this provision. The fee shall be payable at the time of the Solicited Person’s acceptance of employment or engagement.

Appears in 1 contract

Samples: Interim Officer Engagement Agreement (PARTS iD, Inc.)

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Confidentiality Non Solicitation. The CRO, and Additional Personnel and A&M and Engagement Personnel shall keep as confidential all non-public information received from the Company in conjunction with this engagement, except: except (i) as requested by the Company or its legal counsel; (ii) as required by legal proceedings; proceedings or (iii) as reasonably required in the performance of this engagement. All obligations as to non-disclosure shall cease as to any part of such information to the extent that such information is, is or becomes, becomes public other than as a result of a breach of this provision. The CompanyExcept as specifically provided for in this letter, the Company on behalf of itself and its subsidiaries and affiliates and any person which may acquire all or substantially all of its assets agrees that, until two (2) years subsequent to the termination of this engagement, it will not solicit, recruit, hire or otherwise engage any employee of A&M or any of its affiliates who worked on this engagement while employed by A&M or its affiliates (“Solicited Person”). Should the Company or any of its subsidiaries or affiliates or any person who acquires all or substantially all of its assets extend an offer of employment to or otherwise engage any Solicited Person and should such offer be accepted, A&M shall be entitled to a fee from the Company party extending such offer equal to the Solicited Person’s hourly client billing rate at the time of the offer multiplied by 4,000 hours for a Managing Director, 3,000 hours for a Senior Director and 2,000 hours for any other A&M employee. The Company acknowledges and agrees that this fee fairly represents the loss that A&M will suffer if the Company breaches this provision. The fee shall be payable at the time of the Solicited Person’s acceptance of employment or engagement.

Appears in 1 contract

Samples: Indemnification Agreement (Lehman Brothers Holdings Inc)

Confidentiality Non Solicitation. A&M and Engagement Personnel shall keep as confidential all non-public information received from the Company in conjunction with this engagement, except: (i) as requested by the Company or its legal counsel; , (ii) as required by legal proceedings; , or (iii) as reasonably required may be provided to the Company's senior lenders in the performance of this engagementaccordance with Paragraph 5 hereof. All obligations as to non-disclosure shall cease as to any part of such information to the extent that such information is, is or becomes, becomes public other than as a result of a breach of this provision. The Company, on behalf of itself and its subsidiaries and affiliates and any person which may acquire all or substantially all of its assets agrees that, until two one (21) years year subsequent to the termination of this engagement, it will not solicit, recruit, hire or otherwise engage any employee of A&M or any of its affiliates who worked on this engagement while employed by A&M or its affiliates ("Solicited Person"); provided that this restriction shall not apply with respect to any general solicitation for new employees which is not targeted at the Solicited Person. Should the Company or any of its subsidiaries or affiliates or any person who acquires all or substantially all of its assets extend an offer of employment to or otherwise engage any Solicited Person and should such offer be accepted, A&M shall be entitled to a fee from the Company party extending such offer equal to the Solicited Person’s 's hourly client billing rate at the time of the offer multiplied by 4,000 hours for a Managing Director, 3,000 hours for a Senior Director and 2,000 hours for any other A&M employee. The Company acknowledges and agrees that this fee fairly represents the loss that A&M will suffer if the Company breaches this provisionhours. The fee shall be payable at the time of the Solicited Person’s 's acceptance of employment or engagement.

Appears in 1 contract

Samples: Indemnification Agreement (Quaker Fabric Corp /De/)

Confidentiality Non Solicitation. The CRO, Additional Personnel, A&M and Engagement Personnel its affiliates’ employees and agents shall keep as confidential all non-public information received from the Company in conjunction with this engagement, except: except (i) as requested by the Company or its legal counsel; (ii) as required by legal proceedings; proceedings (provided that the Company be given sufficient notice and an opportunity to intervene on its own behalf) or (iii) as reasonably required in the performance of this engagement. All obligations as to non-disclosure shall cease as to any part of such information to the extent that such information is, is or becomes, becomes public other than as a result of a breach of this provision. The CompanyExcept as specifically provided for in this letter, the Company on behalf of itself and its subsidiaries and affiliates and any person which may acquire all or substantially all of its assets agrees that, until two (2) years subsequent to the termination of this engagement, it will not solicit, recruit, hire or otherwise engage any employee of A&M or any of its affiliates who worked on this engagement while employed by A&M or its affiliates (“Solicited Person”). Should the Company or any of its subsidiaries or affiliates or any person who acquires all or substantially all of its assets extend an offer of employment to or otherwise engage any Solicited Person and should such offer be accepted, A&M shall be entitled to a fee from the Company party extending such offer equal to the Solicited Person’s hourly client billing rate at the time of the offer multiplied by 4,000 hours for a Managing Director, 3,000 hours for a Senior Director and 2,000 hours for any other A&M employee. The Company acknowledges and agrees that this fee fairly represents the loss that A&M will suffer if the Company breaches this provision. The fee shall be payable at the time of the Solicited Person’s acceptance of employment or engagement.

Appears in 1 contract

Samples: Indemnification Agreement (Washington Mutual, Inc)

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