Common use of Non-Solicitation; Non-Hire Clause in Contracts

Non-Solicitation; Non-Hire. During the period commencing on the Effective Date and ending on the second anniversary of the date on which Grantee’s employment with Employer terminates for any reason, Grantee shall not (and shall cause each of Grantee’s controlled Affiliates not to) directly, or indirectly through another Person, (a)(i) induce or attempt to induce any employee, consultant or independent contractor of Employer to leave the employ or services of Employer or (ii) hire any employee, consultant or independent contractor of Employer; provided, that the restrictions on solicitation in clause (a)(i) of this Section 1 to Schedule E shall not preclude solicitations through the use of general advertising (such as web postings or advertisements in publications) or search firms, employment agencies or similar entities not specifically directed at Employer, or (b) directly or indirectly solicit or represent or otherwise provide services to (i) any client of any member of Employer or (ii) any prospective client of any member of Employer that was actively solicited as such by or on behalf of any member of Employer within the twelve (12) month period prior to the date on which Grantee ceases to be employed with Employer. Grantee shall inform future employers of the obligations of Grantee under this Schedule E but shall not be in violation of this Schedule E if said employer without Grantee’s involvement solicits or hires any employee, consultant or independent contractor of Employer.

Non-Solicitation; Non-Hire. During the period commencing on the Effective Date and ending on the second anniversary of the date on which Grantee’s employment with Employer terminates for any reason, Grantee shall not (and shall cause each of Grantee’s controlled Affiliates not to) directly, or indirectly through another Person, (a)(ia) (i) induce or attempt to induce any employee, consultant or independent contractor of Employer to leave the employ or services of Employer or (ii) hire any employee, consultant or independent contractor of Employer; provided, that the restrictions on solicitation in clause (a)(i) of this Section 1 to Schedule E shall not preclude solicitations through the use of general advertising (such as web postings or advertisements in publications) or search firms, employment agencies or similar entities not specifically directed at Employer, or (b) directly or indirectly solicit or represent or otherwise provide services to (i) any client of any member of Employer or (ii) any prospective client of any member of Employer that was actively solicited as such by or on behalf of any member of Employer within the twelve (12) month period prior to the date on which Grantee ceases to be employed with Employer. Grantee shall inform future employers ; provided, that, the restrictions on solicitation in clause (b) of the obligations of Grantee under this Section 1 to Schedule E but shall not be in violation preclude solicitations of this Schedule E if said employer without Grantee’s involvement solicits any clients or hires prospective clients of Employer for any employeebusiness that is not competitive with the business being performed for, consultant or independent contractor of solicited from, such clients or prospective clients by Employer.