Non-Solicitation Sample Clauses

Non-Solicitation. (a) During the period beginning on the Closing Date and ending on the 18-month anniversary of the Closing Date, and except as otherwise required or permitted by any Ancillary Agreement, Seller and its Affiliates (collectively, the “Restricted Entities”) shall not, directly or indirectly: (i) Induce, solicit or encourage, or attempt to induce, solicit or encourage, any Restricted Customer to (1) use a Restricted Entity to provide any services which are offered by the Companies and the Transferred Subsidiaries as of the Closing Date (the “Restricted Services”) or (2) reduce, terminate or adversely modify the employment of the Companies or the Transferred Subsidiaries for such services, in each case other than as a consequence of a general solicitation conducted by a Restricted Entity not specifically directed at Restricted Customers; or (ii) Solicit, hire or attempt to solicit or hire any Continuing Employee for employment or in any other capacity (including as an independent contractor or consultant) with a Restricted Entity; provided, however, that the foregoing shall not apply to any (1) individual whose employment or service was terminated by the Companies or the Transferred Subsidiaries, (2) publishing or posting of open positions in the course of normal hiring practices which are not specifically sent to, or do not specifically target, Continuing Employees or hiring as a result of such posting, (3) solicitations made by third-party search firms that have not been directed by Seller or its Affiliates to specifically solicit such individuals or hiring as a result of such solicitations, or (4) individual who approaches a Restricted Entity seeking to be hired as an employee or in another capacity (including as an independent contractor or consultant) if no Restricted Entity had previously attempted to solicit or hire such individual. (b) Purchaser agrees that from the date hereof until the 18-month anniversary of the Closing Date it shall not, and shall cause its Affiliates (including the Companies and the Transferred Subsidiaries) not to, directly or indirectly, solicit, hire or attempt to solicit or hire any employee of Seller or any of its Affiliates who is not a Continuing Employee for employment or in any other capacity (including as an independent contractor or consultant); provided, however, that the foregoing shall not apply to any (i) individual whose employment or service was terminated by Seller or its Affiliates, (ii) publishing or posting of o...
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Non-Solicitation. Each Stockholder hereby agrees that Stockholder shall not, and shall not authorize its representatives and agents (including its investment bankers, attorneys and accountants) (collectively, its “Representatives”) to, directly or indirectly, (i) initiate, solicit or knowingly facilitate or encourage (including by way of providing information) the submission of any inquiries, proposals or offers or any other efforts or attempts that constitute, or may reasonably be expected to lead to, any Acquisition Proposal or engage in any discussions or negotiations with respect thereto, (ii) approve or recommend, or publicly propose to approve or recommend, any Acquisition Proposal, (iii) make any statement or proposal inconsistent with the Company Board Recommendation or (iv) enter into any merger agreement, letter of intent, agreement in principle, share purchase agreement, asset purchase agreement, share exchange agreement, option agreement or other similar Contract relating to an Acquisition Proposal or enter into any Contract or agreement in principle requiring such Stockholder to abandon, terminate or breach its obligations hereunder or fail to consummate the transactions contemplated hereby. Each Stockholder shall immediately cease and cause to be terminated any solicitation, encouragement, discussion or negotiation with any Persons conducted theretofore by such Stockholder or any of its Representatives with respect to any Acquisition Proposal. Each Stockholder shall promptly notify Parent in writing of any Acquisition Proposal (and in any event less than 24 hours following the receipt of such Acquisition Proposal), such notice to include the identity of any Person approaching such Stockholder with an Acquisition Proposal, and a copy of any such Acquisition Proposal (or, where no such copy is available, a reasonably detailed description of such Acquisition Proposal), including any modifications thereto. Any violation of the foregoing restrictions by a Stockholder or any of its Representatives shall be deemed to be a material breach of this Agreement by such Stockholder.
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Non-Solicitation. Executive agrees that during the period of employment with the Company and for twelve (12) months after the date Executive’s employment is terminated for any reason, Executive will not, either directly or through others, solicit or encourage or attempt to solicit or encourage any employee, independent contractor, or consultant of the Company to terminate his or her relationship with the Company in order to become an employee, consultant or independent contractor to or for any other person or entity.
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See more samples of Non-Solicitation

Non-Solicitation: Everything you need to know

A non-solicitation agreement is usually signed by top-level executives, managers, and employees of any business. It protects the company's information while ensuring consumer loyalty to the business rather than the people associated with the business. It is a document or a clause within a document designed to protect the clients as well as employees of an organization.

Losing one's employees or clients due to creative differences can be financially stressful for any organization. Non-solicitation basically helps in ensuring that a former employee or client wouldn't try to steal your ideas or current clients after parting with the company. This helps in steering clear of any threat that a competitor could pose because of leaked information.

A non-solicitation agreement is a safety net for any organization. It helps in canceling out any potential threat that firing an employee might pose in the future. It helps the organization feel secure and, in turn, helps in making decisions without the fear of any information getting leaked.

A non-solicitation agreement is a contract by which an employee is bound by the law not to solicit a company's clients, customers, or employees for his or her own benefit. Neither can the employee do any solicitation for a competitor of the previous employer after leaving the company. Any business owner needs to know a few things about the same in order to use it and protect themselves from any wrongdoings. Here is everything you need to know about the agreement:

1. Where is a non-solicitation agreement used?

A non-solicitation agreement can be used by all organizations. Businesses with a less diverse consumer pool must be more careful. For example, a business selling something as simple as car parts can have an ex-employee reveal its pricing schedule in front of a rival. This could potentially lead to the business closing down because the rival would know exactly what tactics you use for marketing.

2. When is a non-solicitation agreement signed?

This type of agreement can be presented to you before joining the firm while working at the firm or while parting ways with the firm.

3. What makes a non-solicitation agreement enforceable?

In order for the agreement to be enforceable, the employer must make sure that,

  • The employer has a valid reason for enforcing this contract.
  • The employer's customer base is not readily available to the public.
  • Employees and consumers are given a choice to leave at their own will.
  • The contract is not ambiguous.

4. What must a non-solicitation agreement include?

There are 3 things that need to be included in a typical non-solicitation agreement:

  • The contract must mention how long the employee needs to abide by the agreement, taking their term of employment into consideration and in what geographical area it is applicable.
  • Before signing the agreement, it is necessary for the employee to give a statement stating that he/she has received sufficient consideration.
  • Also, the employee needs to give a statement that he/she won't violate the agreement.

Why is non-solicitation important?

Non-solicitation agreements are tools that are routinely used by organizations to minimize the value of tangible as well as intangible assets. Let use an example through the film industry.

Imagine a scenario where a creative director hires a renowned set designer to work with, who gets a substantial amount of investors or new clients for the agency. After a certain period, they start having creative differences, because of which the assistant decides to part ways with the agency.

In this situation, a non-solicitation agreement can help in convincing the set designer to stay till the end of that project. It is a way to keep the clients and your ideas safe and continue with the project with a minor setback.

Now, in this situation, if the set designer wouldn't have signed the agreement, he/she could've gone to a rival company with the same clients as well as ideas without any legal repercussion. It can be requested either before getting into business with the employee or client or after the business relationship comes to an end.

In the movie Jerry Maguire, Tom Cruise's character gets fired from a sports agency. He tries to get his co-worker and clients to leave along with him. He successfully gets just one client, Rod Tidwell, to leave with him. Now, the number is small, but every client matters for a business.

In this situation, if Jerry Maguire would've signed a non-solicitation agreement while joining, he would've had to face major legal consequences for pulling such a stunt. In real life, if he would've tried to poach a client and a partner after signing the agreement, his agency could've sued him for the same.

A few more examples explained through case studies

Netflix vs. Fox Studios

In 2016, Fox Studios and Netflix made headlines because of a poaching battle between the two. Netflix had allegedly poached Fox Studios' employees. They are currently the promotions and drama programming development bigwigs at Netflix, Marco Waltenberg and Tara Flynn.

Now, in this situation, the employees had signed an employment contract with Fox Studios. Due to this, they could fight a legal fight. At the same time, a non-solicitation agreement would've helped in protecting actors and other staff working at Fox Studios from leaving with them.

Tech CEOs

In 2015, the world's topmost companies, Apple, Google, Intel, and Adobe, had to face a lawsuit due to a secret agreement between the companies. They had to pay $415 million for having a role in this pact. This was supposed to be a no-poach pact wherein the CEOs of the companies had amicably decided not to poach each other's employees.

This arrangement was perfect for them, but their employees were infuriated. They felt that these companies had restricted their professional growth process. Such a pact not only restricted their ability to grow in Information technology but also stifled their attempts to earn higher salaries.

Now, this pact was a by-product of the insecurity of the CEOs over their confidential data and employee reliability. They didn't want any information to get leaked through their employees. A non-solicitation agreement sees to it that no employee can leak information about their former company. Such a clause or document helps the company to feel secure about letting their employees go.

No matter what kind of business you are starting, it is always better to be safe than sorry. A non-solicitation is a metaphorical shell that can protect a company's valuable information as well as clientele. Prevention is always better than cure and you don't want to lose out on an opportunity to turn the vision for your business into a reality because of a third person. Just like you need the support of your peers in life, you need the support of the law when it comes to business.

More Samples of Non-Solicitation

Non-Solicitation. During the Directorship Term and for a period of three (3) years thereafter, the Director shall not interfere with the Company’s relationship with, or endeavor to entice away from the Company, any person who, on the date of the termination of the Directorship Term and/or at any time during the one year period prior to the termination of the Directorship Term, was an employee or customer of the Company or otherwise had a material business relationship with the Company.
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Non-Solicitation. During Participant’s Service and for two years after the termination of Participant’s Service for any reason whatsoever, Participant shall not: (i) solicit, induce or attempt to solicit or induce any employee, consultant, or independent contractor of the Company (each, a “Service Provider”) to leave or otherwise terminate such Service Provider’s relationship with the Company, or in any way interfere adversely with the relationship between any such Service Provider and the Company; (ii) solicit, induce or attempt to solicit or induce any Service Provider to work for, render services to, provide advice to, or supply Confidential Information or trade secrets of the Company to any third person, firm, or entity; (iii) employ, or otherwise pay for services rendered by, any Service Provider in any business enterprise with which Participant may be associated, connected or affiliated; (iv) call upon, induce or attempt to induce any current or potential customer, vendor, supplier, licensee, licensor or other business relation of the Company for the purpose of soliciting or selling products or services in direct competition with the Company or to induce any such person to cease or refrain from doing business with the Company, or in any way interfere with the then-existing or potential business relationship between any such current or potential customer, vendor, supplier, licensee, licensor or other business relation and the Company; (v) call upon any entity that is a prospective acquisition candidate that Participant knows or has reason to know was called upon by the Company or for which the Company made an acquisition analysis for the purpose of acquiring such entity; or (vi) assist, solicit, or encourage any other person, directly or indirectly, in carrying out any activity set forth above that would be prohibited by any of the provisions of this Agreement if such activity were carried out by Participant. In particular, Participant will not, directly or indirectly, induce any Service Provider of the Company to carry out any such activity.
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Non-Solicitation. Neither party shall knowingly solicit or hire, any of the other party’s employees involved in the Services during the term of the applicable Order Form and for a period of six (6) months from the termination thereof, without the express written consent of the other party. This provision shall not restrict the right of either party to solicit or recruit generally in the media.
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Non-Solicitation. During the period commencing on the Effective Date and ending one year following the Termination Date, the Company shall not, without the Advisor’s prior written consent, directly or indirectly; (i) solicit or encourage any person to leave the employment or other service of the Advisor or its Affiliates; or (ii) hire, on behalf of the Company or any other person or entity, any person who has left the employment within the one year period following the termination of that person’s employment with the Advisor or its Affiliates. During the period commencing on the date hereof through and ending one year following the Termination Date, the Company will not, whether for its own account or for the account of any other Person, intentionally interfere with the relationship of the Advisor or its Affiliates with, or endeavor to entice away from the Advisor or its Affiliates, any person who during the term of the Agreement is, or during the preceding one-year period, was a tenant, co-investor, co-developer, joint venturer or other customer of the Advisor or its Affiliates.
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Non-Solicitation. (i) Employee specifically acknowledges that the Confidential Information described in this Section 8 includes confidential data pertaining to current and prospective customers and dealers of the Company, that such data is a valuable and unique asset of the Company’s business and that the success or failure of the Company’s specialized business is dependent in large part upon the Company’s ability to establish and maintain close and continuing personal contacts and working relationships with such customers and dealers and to develop proposals which are specifically designed to meet the requirements of such customers and dealers. Therefore, during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee agrees that Employee will not, except on behalf of the Company or with the Company’s express written consent, solicit, either directly or indirectly, on his own behalf or on behalf of any other person or entity with respect to any similar or competitive products or services, any such customers and dealers with whom Employee had contact or supervisor responsibility during the twenty-four (24) months preceding Employee’s termination of employment or about which Employee received or had access to Confidential Information. (ii) Employee specifically acknowledges that the Confidential Information described in this Section 8 also includes confidential data pertaining to current and prospective employees and agents of the Company, and Employee further agrees that during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, the services of any person who is an employee or agent of the Company or solicit any of the Company’s employees or agents to terminate their employment or agency with the Company, except with the Company’s express written consent. (iii) Employee specifically acknowledges that the Confidential Information described in this Section 8 also includes confidential data pertaining to current and prospective vendors and suppliers of the Company, and Employee agrees that during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity,...
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Non-Solicitation. (a) Without the prior consent of WMB, during the term of the Transition Services Agreement and for a period of one year thereafter, WPX will not (and will cause each other WPX Entity not to) solicit for employment, directly or indirectly, any employee or contractor (including any contractor employed by a third party) of the WMB Entities that (i) is providing services to any WMB Entity or WPX Entity in connection with this Agreement or any Ancillary Agreement, or (ii) with whom any WPX Entity has, or will have, more than incidental contact pursuant to this Agreement or any Ancillary Agreement. (b) Without the prior consent of WPX, during the term of the Transition Services Agreement and for a period of one year thereafter, WMB will not (and will cause each other WMB Entity not to) solicit for employment, directly or indirectly, any employee of WPX involved in the performance of WPX obligations under this Agreement or any Ancillary Agreement. (c) With respect to each of Sections 6.3(a) and 6.3(b) above, the prohibition on solicitation shall extend 90 days after the termination of any employee’s employment or, in the case of WMB employees, 90 days after the cessation of such employee’s involvement in the performance of all “Services” (as defined under the Transition Services Agreement). This provision shall not operate or be construed to prevent or limit any employee’s right to practice his or her profession or to utilize his or her skills for another employer or to restrict any employee’s freedom of movement or association. (d) Neither the publication of classified advertisements in newspapers, periodicals, Internet bulletin boards, or other publications of general availability or circulation, nor the consideration and hiring of persons responding to such advertisements, shall be deemed a breach of this Section 6.3, unless the advertisement and solicitation is undertaken as a means to circumvent or conceal a violation of this provision and/or the hiring party acts with knowledge of this hiring prohibition. (e) Each of the parties (i) acknowledges and agrees that money damages would not be a sufficient remedy for any breach of this Section 6.3 by such party (or any other member of such party’s Group), (ii) consents to a court of competent jurisdiction entering an order finding that the non-breaching party has been irreparably harmed as a result of any such breach and (iii) consents to the granting of injunctive relief without proof of actual damages as a reme...
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Non-Solicitation. From and after the Closing Date, the Seller and any of its affiliates hereby agrees that it will not take any action or permit or cause any action to be taken by any of its agents or affiliates, or by any independent contractors on its behalf, to personally, by telephone or mail, solicit a Mortgagor under any Mortgage Loan for the purpose of refinancing a Mortgage Loan, in whole or in part, without the prior written consent of the Purchaser. It is understood and agreed that all rights and benefits relating to the solicitation of any Mortgagors and the attendant rights, title and interest in and to the list of such Mortgagors and data relating to their Mortgages (including insurance renewal dates) shall be transferred to the Purchaser pursuant hereto on the Closing Date and neither the Seller nor any of its respective affiliates shall take any action to undermine these rights and benefits. Notwithstanding the foregoing, it is understood and agreed that the Seller or any of its respective affiliates may advertise its availability for handling refinancings of mortgages in its portfolio, including the promotion of terms it has available for such refinancings, through the sending of letters or promotional material, so long as it does not specifically target Mortgagors and so long as such promotional material either is sent to the mortgagors for all of the mortgages in the A-quality servicing portfolio of the Seller and any of its affiliates (those it owns as well as those serviced for others) or sent to all of the mortgagors who have specific types of mortgages (such as FHA, VA, conventional fixed-rate or conventional adjustable-rate), or sent to those mortgagors whose mortgages fall within specific interest rate ranges. Promotions undertaken by the Seller or by any affiliate of the Seller which are directed to the general public at large (including, without limitation, mass mailing based on commercially acquired mailing lists, newspaper, radio and television advertisements), shall not constitute solicitation under this Section 30.
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