Mutual Non-Solicitation. During the term of this Agreement, and for a period of six (6) months thereafter, neither party will solicit for employment any employees of the other party or its affiliates who, within six (6) months prior to such solicitation: (a) directly performed under this Agreement, (b) had substantial contact with the hiring party in relation to this Agreement, or (c) the hiring party became aware of due to, or derived from information learned through the performance of, this Agreement. For this purpose, "solicitation" does not include contact resulting from indirect means such as public advertisement, placement firm searches or similar means not directed specifically at the employee to which the employee responds on his or her own initiative. Notwithstanding the foregoing, either party may at any time, directly or indirectly, solicit and hire any employee of the other party if such employee did not resign but was terminated by the other party. The parties acknowledge and agree that a breach of this “Non-Solicitation” clause will not give rise to a right of termination of this Agreement; the party not in breach will only have the right to seek and recover direct damages from the breaching party.
Mutual Non-Solicitation. Without the prior written consent of Abbott, Boston Scientific shall not, for a period of two years following the Closing, take any action to solicit any sales representative or person performing a similar function who is a Transferred Employee and who is employed by the Business (whether as an employee or independent contractor) to terminate his or her employment with the Business or to seek or accept employment with Boston Scientific or any of its Affiliates. Without the prior written consent of Boston Scientific, Abbott shall not, and shall cause the Purchaser not to, for a period of two years following the Closing, take any action to solicit any sales representative or person performing a similar function who is employed by Guidant or its Affiliates immediately prior to the consummation of the Merger (other than any Transferred Employee) and who, after the consummation of the Merger, is employed by the Surviving Corporation or its successor or any of their Affiliates (whether as an employee or independent contractor) and primarily performs his or her services for or with respect to the Excluded Businesses, to terminate his or her employment with the Surviving Corporation or its successor or their Affiliates or to seek or accept employment with Abbott or any of its Affiliates. Notwithstanding the foregoing, nothing contained herein shall prevent either party or their Affiliates from offering employment or service to persons who respond to a general solicitation or advertisement that is not specifically directed at them (and nothing shall prohibit such general solicitation or advertisement).
Mutual Non-Solicitation. Neither party shall, during the Term, and for one (1) year thereafter, directly or indirectly hire or attempt to hire any employee of the other party who performed substantial work on any project covered by this Agreement without such other party's prior written consent; provided that the foregoing shall not prohibit either party from issuing advertisements of a general nature not specifically directed at any such employee and hiring any such employee so long as such party is in compliance with this Section 13.
Mutual Non-Solicitation. From the date of this Agreement through the third anniversary of the date of this Agreement, neither Seller nor Parent shall directly or indirectly solicit for employment or hire any person that is (i) then employed by ITS or Acquisition Sub or (ii) has been employed by ITS or Acquisition Sub within the preceding 3 months (unless such person has been terminated by ITS or Acquisition Sub). From the date of this Agreement through the third anniversary of the date of this Agreement, neither ITS nor Acquisition Sub shall directly or indirectly solicit for employment or hire any person (i) that is then employed by Parent or any subsidiary of Parent or (ii) that has been employed by Parent or any subsidiary of Parent within the preceding 3 months (unless such person has been terminated by Parent or any subsidiary of Parent). Notwithstanding the foregoing, this Section 5.11 does not prohibit or restrict Seller, Parent, ITS or Acquisition Sub from soliciting individuals for employment through general advertising and other methods of locating, soliciting or recruiting prospective employees which are not directed to any named individual or through employment, head hunter or other agencies which locate, solicit or recruit prospective employee candidates.
Mutual Non-Solicitation. For a period of one year following the date hereof, without the prior written approval of the other Party, neither Party or any of its Affiliates shall actively solicit for hire any Personnel of the other Party with responsibility for the development or maintenance of the Technology or Work Products or for the provision of interactive advertisement serving, trafficking, targeting or related services, excluding independent contractors that do not spend the majority of their time providing services to such Party. The foregoing mutual non-solicitation covenant shall terminate at any time in the event of the acquisition by a Third Party of more than fifty percent (50%) of the voting power of ADFORCE, the acquisition by a Third Party of all or substantially all of the assets of ADFORCE, or the consummation of a merger, consolidation or similar corporate transaction of ADFORCE with or into a Third Party where the voting securities of ADFORCE outstanding immediately prior to consummation of such transaction are converted into cash or securities possessing less than fifty percent (50%) of the voting power of the surviving entity. The obligations of the Parties under this Section 15.3 shall not survive the termination of this Agreement.
Mutual Non-Solicitation. The Company undertakes that is shall not directly or indirectly, for the Term and for twelve (12) months after the date of termination of this Agreement, solicit any HD Services employee for the purposes of offering employment, unless expressly approved by HD Services in writing. HD Services undertakes that is shall not directly or indirectly, for the Term and for twelve (12) months after the date of termination of this Agreement, solicit any Company employee for the purposes of offering employment, unless expressly approved by the Company in writing.
Mutual Non-Solicitation. For a period of one year following the date hereof, without the prior written approval of the other Party, neither Party or any of its Affiliates shall actively solicit for hire any Personnel of the other Party with responsibility for the development or maintenance of the Technology or Work Products or for the provision of interactive advertisement serving, trafficking, targeting or related services, excluding independent contractors that do not spend the majority of their time providing services to such Party. The foregoing mutual non-solicitation covenant shall terminate at any time in the event of the acquisition by a Third Party of more than fifty percent (50%) of the voting power of IMGIS, the acquisition by a Third Party of all or substantially all of the assets of IMGIS, or the consummation of a merger, consolidation or similar corporate transaction of IMGIS with or into a Third Party where the voting securities of IMGIS outstanding immediately prior to consummation of such transaction are converted into cash or securities possessing less than fifty percent (50%) of the voting power of the surviving entity. The obligations of the Parties under this Section 15.3 shall not survive the termination of this Agreement.
Mutual Non-Solicitation of Employees During the period starting on the Effective Date of this agreement and ending five years after the termination or expiration of this agreement (the "Non-Solicitation Period"), neither party will directly or indirectly, on its own behalf or in the service or on behalf of others, in any capacity induce or attempt to induce any officer, director, or employee to leave the other party.
Mutual Non-Solicitation. During the term of the Agreement and for a period of 12 months thereafter, neither party will, either directly or indirectly (whether through its respective employees, independent contractors, consultants or otherwise), employ or engage, or solicit for employment or engagement, any employee, independent contractor, consultant, agent or representative of the other party who is directly involved with the performance of the Professional Services. Nothing in this Section restricts general advertisements of employment or the rights of any employee of one party, on that employee’s own initiative or in response to any general advertisement(s), to seek employment from the other party nor, under those circumstances, for the advertising party to hire that employee.
Mutual Non-Solicitation. During the term of this Agreement, and for a period of six (6) months thereafter, neither party will, directly or indirectly, solicit, negotiate, engage, employ, or offer employment to, the personnel or contractor of the other party involved with providing Services hereunder.
