Nonsolicitation; Nondisparagement Sample Clauses

Nonsolicitation; Nondisparagement. In the event of the termination of this Agreement for any reason, the Employee shall not, for a period of two (2) years thereafter, directly or indirectly: (a) solicit, induce or encourage any employee of Employer to terminate his or her employment with Employer; (b) make any disparaging public statement concerning Employer; or (c) use Employer’s Confidential Information to induce, attempt to induce or knowingly encourage any Customer (as defined below) of Employer to divert any business or income from Employer, or to stop or alter the manner in which they are then doing business with Employer. The term “Customer” with respect to Employer shall mean any individual or business firm that is, or within the prior twenty-four (24) months was, a customer or client of Employer, or whose business was actively solicited by Employer at any time, regardless of whether such customer was generated, in whole or in part, by the Employee’s efforts.

Nonsolicitation; Nondisparagement. In consideration of Employee’s eligibility to receive the benefits set forth herein, Employee agrees as follows: (a) Employee acknowledges Employee’s continuing obligations under Employee’s Non-Disclosure, Non-Solicitation and Assignment of Inventions Agreement, the Nonqualified Stock Option Agreement, and any other such agreements. (b) For a period of twelve (12) months following the Termination Date, Employee shall not, directly or indirectly, on Employee’s own behalf or the behalf of another person or entity: (i) induce or attempt to induce any person employed by SRA and its Affiliates to leave their employment with SRA and its Affiliates; (ii) hire or employ, or attempt to hire or employ, any person employed by SRA and its Affiliates; or (iii) assist any other person or entity in the hiring of any person employed SRA and its Affiliates. (c) Employee agrees that, for a period of twelve (12) months following the Termination Date, Employee shall not, directly or indirectly, engage or attempt to engage in providing services to any Customer or Prospective Customer where such services or products are competitive with the services offered by SRA and its Affiliates to the Customer. “Customer” shall mean any division, department, operating unit, group, or other appropriate sub-entity of a government agency (i) to whom Employee, or persons directly or indirectly under Employee’s supervision, provided services (whether as a prime contractor or as a subcontractor to another company) during the twelve (12) month period immediately preceding the Termination Date or (ii) with whom Employee interacted on behalf of SRA or any Affiliate during the twelve (12) month period immediately preceding the Termination Date. For purposes of this Agreement, “Prospective Customer” shall mean any division, department, operating unit, group, or other appropriate sub-entity of a government agency to whom the Employee, at any time during the six month period immediately preceding the Termination Date, was involved in soliciting or making a proposal, on behalf of SRA or any Affiliate, for the provision of services.

Nonsolicitation; Nondisparagement. In the event of the termination of Employee’s employment for any reason, Employee shall not, for a period of twelve (12) months, directly or indirectly: (i) solicit, induce or encourage any employee of the Company or any of its affiliates or subsidiaries to terminate their employment with the Company or any of its affiliates or subsidiaries; (ii) make any derogatory public statement concerning the financial performance, products, services, the Board or management personnel of the Company or any of its affiliates or subsidiaries, or Employee’s employment; or (iii) use or disclose the Company’s “Confidential Information” (as defined in the Confidentiality Agreement) to induce, attempt to induce or knowingly encourage any Customer of the Company or any of its affiliates or subsidiaries to divert any business or income from the Company or any of its affiliates or subsidiaries, or to stop or alter the manner in which they are then doing business with the Company or any of its affiliates or subsidiaries.

Nonsolicitation; Nondisparagement. For a period of two (2) years after the Date of Termination, the Executive will not directly or indirectly (a) solicit any employee of the Company or any of its subsidiaries or affiliates to discontinue that person’s employment relationship with the Company or such entity, or (b) make any voluntary statements, written or oral, or cause or encourage others to make any such statements that defame, disparage or in any way criticize the personal and/or business reputations, practices or conduct of the Company, its subsidiaries or affiliates or any officer or director thereof, except that this provision shall not be interpreted to prevent Executive from testifying in response to a subpoena. For a period of two (2) years after the Date of Termination, the Company agrees that the officers and the Board members of the Company will not make any voluntary statements, written or oral, or cause or encourage others to make any such statements that defame, disparage or in any way criticize the personal and/or business reputations, practices or conduct of the Executive or otherwise disparage the Executive in any manner that is likely to be harmful to the Executive’s business reputation, except that this provision shall not be interpreted to preventing any such individuals from testifying in response to a subpoena.

Nonsolicitation; Nondisparagement. Consultant acknowledges that during the course of Consultant's engagement by the Company, Consultant has had and will continue to have the opportunity to develop relationships with existing employees, clients, distributors, and prospective clients, distributors and other business associates of the Company, which relationships constitute goodwill of the Company and that the Company would be irreparably damaged if Consultant were to take actions that would damage or misappropriate such goodwill. Consultant accordingly agrees that during the period commencing on the Effective Date and ending on the second anniversary of the conclusion of the Term, Consultant shall not, directly or indirectly, either for the benefit of Consultant or any other person, do any of the following: (a) Solicit any employee of the Company to terminate his or her employment with the Company, or employ any such individual during his or her employment with the Company and for a period of six months after such individual terminates his or her employment with the Company; (b) Solicit any distributor or customer, or prospective distributor or customer, of the Company to terminate his or her relationship with the Company, or accept any business from any such distributor or customer, or prospective distributor or customer, of the Company; or (c) Make any public statement, comment or remark that disparage the integrity or competence of a Company officer, director, employee, or shareholder, that disparage any product or service of the Company or its Affiliates, or that are are reasonably likely to cause injury to the relationships between the Company or any of its Affiliates and any existing or prospective distributor, client, lessor, lessee, contractual counterparty, vendor, supplier, customer, employee, consultant or other business associate of the Company or any of its Affiliates.

Nonsolicitation; Nondisparagement. Advisor acknowledges that during the course of Advisor’s engagement by the Company, Advisor has and will continue to have the opportunity to develop relationships with existing employees, clients, distributors, and prospective clients, and other business associates of the Company, which relationships constitute goodwill of the Company and that the Company would be irreparably damaged if Advisor were to take actions that would damage or misappropriate such goodwill. Advisor accordingly agrees that during the period commencing on the Effective Date and ending on the first anniversary of the conclusion of the Term, Advisor shall not, directly or indirectly, either for the benefit of Advisor or any other person, do any of the following: (a) Solicit any employee of the Company to terminate her employment with the Company, or employ any such individual during her employment with the Company and for a period of six months after such individual terminates her employment with the Company; (b) Solicit any distributor or customer, or prospective distributor or customer, of the Company to terminate her relationship with the Company, or accept any business from any such distributor or customer, or prospective distributor or customer, of the Company; or (c) Make any public statement, comment or remark that disparages the integrity or competence of a Company officer, director, employee, or shareholder, that disparages any product or service of the Company, or that is reasonably likely to cause injury to the relationships between the Company and any existing or prospective distributor, client, contractual counterparty, supplier, customer, employee, consultant or other business associate of the Company. Likewise, the Company agrees that it shall not make any public statement, comment or remark that disparages the integrity or competence of Advisor.

Nonsolicitation; Nondisparagement. You agree that (a) until the first anniversary of your Separation Date, you will not solicit any employee of the Company to discontinue that person’s employment relationship with the Company; and (b) you will not make any voluntary statements, written or oral, or cause or encourage others to make any such statements that falsely defame, disparage or criticize the personal and/or business reputations, practices or conduct of the Company, its subsidiaries or affiliates, or any officer or director thereof, except that this provision shall not be interpreted to prevent you from testifying in response to a subpoena, with respect to any legal action involving us and you, discussions with legal advisors or as otherwise may be required by law. In addition, except with the Company’s prior written consent, you agree that until the first anniversary of your Separation Date, you and any company or other organization you may be employed with will not hire any employee of the Company who within any time twelve months prior thereto was performing marketing, sales or business capture related duties for the Company. We will advise our Chief Executive Officer and members of the Board of Directors of the Company that they shall not make any voluntary statements, written or oral, or cause or encourage others to make any such statements that falsely defame, disparage or criticize you, except that this provision shall not be interpreted to prevent testimony in response to a subpoena, with respect to any legal action between us and you, in connection with any ethics or legal investigation, any governmental inquiry, or discussions with legal advisors or as otherwise may be required by law.

Nonsolicitation; Nondisparagement. For a period of two (2) years after the Termination Date, the Employee will not directly or indirectly (a) solicit (i) any employee of SRA or any of its subsidiaries or affiliates to discontinue that person’s employment relationship with SRA or such entity, or (ii) any independent contractor, vendor, customer or client of SRA or any of its subsidiaries or affiliates to terminate that person’s existing contractual relationship with SRA or such entity; or (b) make any voluntary statements, written or oral, or cause or encourage others to make any such statements that defame, disparage or in any way criticize the personal and/or business reputations, practices or conduct of SRA, its subsidiaries or affiliates or any officer or director thereof, except that this provision shall not be interpreted to prevent Executive from testifying in response to a subpoena.

Nonsolicitation; Nondisparagement. Employee reaffirms and agrees to observe and abide by the terms of Sections 4(c) of the Severance Agreement, which set forth restrictions relating to nonsolicitation and nondisparagement following the termination of Employee’s employment. During the Advisory Term and for a period of twelve (12) months following the later of (x) the end of the Advisory Term or (y) the Resignation Date, Employee shall not, directly or indirectly: (a) solicit, induce or encourage any employee of the Company or any of its subsidiaries to terminate his or her employment with the Company or the Company subsidiary employment him or him or become employed or engaged as a consultant to any other employer or third party; (b) make any derogatory public statement concerning the business, products, services, intellectual property, financial standing, financial performance, future, the Board or management personnel of the Company or any of its subsidiaries, any employment/compensation/benefit practices of the Company or any of its subsidiaries, or Employee’s employment; or (c) use or disclose “Confidential Information” (as defined in the PIIA) to induce, attempt to induce or knowingly encourage any Customer (as defined below) to divert any business or income from the Company or any of its subsidiaries, or to stop or alter the manner in which they are then doing business with the Company or any of its subsidiaries.