Non-Solicit; Non-Hire. Commencing on and for a period of two (2) years following the Distribution Date, neither Party nor any of its Subsidiaries will: (a) without the prior written consent of the other Party, directly or indirectly, on their own behalf or in the service or on behalf of others, solicit, aid, induce or encourage any employee of the other Party to terminate or breach an employment, contractual or other relationship with the other Party (or any of its Subsidiaries), or (b) hire or otherwise employ any employee of the other Party (or any of its Subsidiaries); provided, however, that nothing in this Section 5.1 shall be deemed to prohibit (i) any general solicitation for employment through advertisements and search firms not specifically directed at employees of such other Party (or any of its Subsidiaries), provided that the soliciting Person has not encouraged or advised such firm to approach any such employee, (ii) the solicitation or hiring of an individual whose employment was terminated by such other Party (or any of its Subsidiaries), (iii) the solicitation or hiring of an individual formerly employed by a Party (or any of its Subsidiaries) at any time after one (1) year following such individual’s termination of his or her employment with such other Party or (iv) the hiring by any Party of any individual (y) not solicited by such Party in breach of this Section 5.1 and (x) with the prior written consent of the other Party (such consent not to be unreasonably withheld, conditioned or delayed), it being understood that the Party whose consent is requested may take into account, among other things, its own hiring needs and competitive considerations.
Non-Solicit; Non-Hire. Each Party shall not, and shall cause its Representatives not to, without the prior written consent of the other Party, directly or indirectly, hire, employ, retain as a contractor or enter into any contract or other agreement with any of the officers or employees of the other Party or its Affiliates, or otherwise solicit, induce or otherwise encourage any officer or employee of the other Party or its Affiliates to discontinue, cancel or refrain from entering into any relationship (contractual or otherwise) with the other Party or any Affiliate of such Party. The foregoing restriction will expire with respect to any person two years following the date on which such person’s employment with the originally employing Party or its Affiliates has terminated.
Non-Solicit; Non-Hire. Neither Party may, without the prior written consent of the employing Party, directly or indirectly, hire, employ, retain as a contractor or enter into any contract or other agreement with any of the officers or employees of any other Party or its Affiliates, or otherwise solicit, induce or otherwise encourage any officer or employee of any other Party or its Affiliates to discontinue, cancel or refrain from entering into any business relationship (contractual or otherwise) with the other Party or any Affiliate of such Party. Each Party must cause its Representatives to comply with this Section 7.1. The foregoing restrictions will expire with respect to any officer or employee two years following the date on which such officer or employee ceases its association or employment with the originally employing Party or its Affiliates.
Non-Solicit; Non-Hire. (a) For a period of 18 months following the Closing Date, Seller shall not, and shall cause its Subsidiaries not to, directly or indirectly solicit (or cause to be directly or indirectly solicited) for employment any employee of Buyer or its Subsidiaries who is a Transferred Employee as of immediately following the Closing (any such employee, a “Covered Business Employee”); provided that (i) the foregoing restriction shall not apply to (A) generalized searches for employees through media advertisements of general circulation, employment search firms, open job fairs or other similar means which are not specifically targeted at such Covered Business Employees or hiring any person that responds to the same or (B) any Covered Business Employee whose employment is terminated by the Buyer or any of its Affiliates (including any Purchased Subsidiary) and (ii) with respect to any Covered Business Employee who voluntarily ceases employment with Buyer or its Affiliates (including any Purchased Subsidiary), the foregoing restriction shall terminate upon the date that is six months following the cessation of such Covered Business Employee’s employment with Buyer or its Affiliates (including any Purchased Subsidiary). Notwithstanding the foregoing, Seller and its Subsidiaries shall not, directly or indirectly, employ or engage in consulting or any other business activity with any Key Employee for a period of twelve months following the Closing Date.
Non-Solicit; Non-Hire. The parties agree not to solicit (other than a general solicitation to the public) the employment of, engage as an independent contractor, or hire, any employee of the other party while such person is an employee of the other party and until such person has not been an employee of the other party for 6 months.
Non-Solicit; Non-Hire. During the term of this Agreement, the parties agree not to solicit (other than a general solicitation to the public) the employment of, engage as an independent contrac- tor, or hire, any employee of the other party while such person is an employee of the other party and until such person has not been an employee of the other party for 6 months.
Non-Solicit; Non-Hire. For a period starting as of the Closing Date and expiring [*] following the Closing Date, the Seller shall not, and shall cause its subsidiaries and its and their respective directors, officers and employees not to: (a) directly or indirectly, solicit, hire, or employ any employee of the Company or Company Subsidiaries; provided, however, that the foregoing shall not preclude the Seller or any of its subsidiaries from (i) soliciting such Persons pursuant to a general solicitation performed by the Seller or any of its Affiliates that is not specifically targeted at such Person, or (ii) soliciting any such Persons that are no longer employed by the Buyer or any of its Affiliates (including the Company and Company Subsidiaries) and hiring any such Persons that have not been employed for longer than ninety (90) days by the Buyer or any of its Affiliates (including the Company and Company Subsidiaries), and (b) directly or indirectly, intentionally interfere with, impair, or adversely affect any contractual or business relationships (or attempt any of the foregoing), whether formed before, on or after the date of this Agreement between the Buyer, on the one hand, and any customer, supplier, sponsor or business partner of the Buyer or the Company, on the other hand. Notwithstanding anything to the contrary in this Agreement, (x) Seller and its Affiliates may take action and conduct activities that are expressly provided in the [*] Exclusive Multi-Event License Agreement and (y) subject to this Section 7.12, the confidentiality obligations set forth in Section 7.16(b) and the [*] Exclusive Multi-Event License Agreement, nothing in this Agreement shall prohibit or restrict the Seller or any of its Affiliates from, directly or indirectly, conducting any business that is competitive with the business of the Buyer or any of its Affiliates (including, after the Closing, the Company and the Company Subsidiaries).
Non-Solicit; Non-Hire. (a) For the period beginning on the Termination Date and continuing until March 31, 2017, Employee acknowledges and agrees that she shall not for any reason, either directly or indirectly (without the prior written consent of the Employer) acting alone or in conjunction with others (i) solicit, induce, attempt to influence, any employee of the Employer, its subsidiaries or its affiliates to terminate employment with Employer or any of its subsidiaries and affiliates at an exempt/professional level (i.e. Analyst/Specialist) or above, or to accept employment with any entity (including affiliates or subsidiaries) of the Employee’s employer; or (ii) participate in any hiring, employment or retaining in any capacity, at a business in which Employee becomes a director, officer or employee of or consultant to, (a) of any active employee of Employer, its subsidiaries or its affiliates (expressly including Sunoco, Inc.); or (b) of any employee who was actively employed by Employer, its subsidiaries or affiliates (expressly including Sunoco, Inc.) within the previous six (6) months. Employer acknowledges that the non-solicit restrictions of this Section 7 shall not be violated by general advertising not targeted at employees of the Employer, its subsidiaries or affiliates, but such general advertising shall not, once a candidate/employee covered by this Section is identified, relieve Employee of her obligations under this Section 7(a). Employee agrees that prior to or upon commencement of any relationship (including as a director, officer, employee, partner, consultant, agent or advisor) with a new entity to promptly advise such entity in writing of the existence of the requirements of this Section 7 and Employee’s inability to solicit or hire any employee of the Employer, its subsidiaries or its affiliates. Employer acknowledges that any disclosure of the provisions of this Section 7 by the Employee in accordance herewith shall be an approved disclosure and not in violation of Section 9 hereof.
Non-Solicit; Non-Hire. (a) For a period ending three years after the Closing Date, the Stockholder agrees that neither it, nor any Affiliate, nor its Affiliates’ personnel and representatives shall, directly or indirectly, either on its own behalf or on behalf of another Person, engage in or assist others in soliciting, recruiting or hiring to work any of the individuals listed on Exhibit B; provided, that the foregoing shall not apply to any portfolio company Affiliate of the Stockholder unless the Stockholder or one its non-portfolio company Affiliates directly or indirectly, assisted or was otherwise involved in the solicitation.
Non-Solicit; Non-Hire. In the interest of full and open cooperation, both parties agree to not solicit nor hire each other's employees for employment opportunities during this Alliance, and continuing for a period of six months following termination of the Alliance. CONFIDENTIALITY: By the nature of this Alliance, both parties will come in contact with confidential and business-sensitive information and will safeguard this with appropriate care. A separate Mutual Non-Disclosure Agreement signed June 16, 1999 contains additional details on confidentiality. CONTACTS: Information related to this Alliance agreement should be directed to the following individuals: FOR ADS: FOR BROKAT: -------- ----------- Mattxxx Xxxx Neil Xxxxxxxxx Xxxe President Vice President Corporate Alliances Sales & Marketing
