Mutual Non-Solicitation Sample Clauses
A Mutual Non-Solicitation clause prohibits both parties from attempting to hire or solicit each other's employees, contractors, or clients during and sometimes after the term of their agreement. Typically, this clause applies to both direct and indirect solicitation, meaning neither party can encourage staff or clients to leave the other party for a set period, such as one or two years. Its core function is to protect each party’s workforce and business relationships, reducing the risk of talent poaching or client loss as a result of the business relationship.
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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. From and after the Closing Date, Seller and Buyer each agree that they shall not, and they shall each cause their respective Subsidiaries and Affiliates to not, for a period of [**] after the Closing Date, directly or indirectly, encourage, induce, or solicit (a) in the case of Seller, any employee of Buyer to leave employment with Buyer or any of its Affiliates or (b) in the case of Buyer, any employee of Seller or any of the Selling Affiliates who as of the Closing Date provided services to the Business; provided, that this clause shall not preclude Seller, Buyer or any of their respective Subsidiaries or Affiliates from (i) posting a general solicitation through a public medium or general or mass mailing by or on behalf of Seller, Buyer or any of their respective Subsidiaries or Affiliates, as applicable, that is not targeted at employees of such other Party or (ii) soliciting any former employee of such other Party.
Mutual Non-Solicitation. Without the prior written consent of Abbott, neither Guidant nor any of its Affiliates shall, 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 Guidant or any of its Affiliates. Without the prior written consent of Guidant, Abbott shall not, and shall cause each Purchaser and each of its other Affiliates 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. 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. Except as otherwise expressly agreed to by the parties in writing, during the term of this Agreement and for a period of one (1) year following its termination or expiration, the parties agree not to directly or indirectly or through third parties solicit or hire any of the other party’s (including its Affiliates) current or previous Key Personnel, or senior employees, or senior consultants, or anyone from Consultant who worked on-site at Company under this Agreement unless a period of twelve months has elapsed from the last date that the employee or consultant worked under this Agreement.
Mutual Non-Solicitation. The Company and SpinCo each acknowledge and agree, in light of the significant time and attention they have invested to determine which individuals should continue their employment as Company Group Employees and which individuals should continue their employment as SpinCo Group Employees, which is directly related to ensuring that each Party retains the employees necessary to conduct their respective businesses and fulfill their respective obligations under the Transition Services Agreement following the Distribution Effective Time, that they will be bound by the restrictions on the solicitation of the other Party’s employees set forth in this Section 3.5 for the Relevant Territories.
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. 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.