Common use of Non-Solicitation or Hire Clause in Contracts

Non-Solicitation or Hire. During the Term and for a period of twelve (12) months following the Employee’s employment termination, if such employment termination was pursuant to Section 5.1, Section 5.2.1 or Section 5.2.2, or twenty-four (24) months following the Employee’s employment termination if such employment termination was pursuant to Section 5.3 (the “Non-Solicit Period”), the Employee shall not, directly or indirectly, solicit or attempt to solicit or induce or attempt to induce, directly or indirectly, (a) any individual or entity who or which is a customer of the Company or any of the other Protected Parties, or who or which was a customer of the Company or any of the other Protected Parties at any time during the twelve (12) month period immediately prior to the date of the Employee’s employment termination, for the purpose of marketing, selling or providing to any such individual or entity any services or products offered by or available from the Company or any of the other Protected Parties (provided that if the Employee intends to solicit any such party for any other purpose, he shall notify the Company of such intention and receive prior written approval from the Company), (b) any supplier to or customer or client of the Company or any of the other Protected Parties to terminate, reduce or alter negatively its relationship with the Company or any of the other Protected Parties or in any manner interfere with any agreement or contract between the Company and/or any of the other Protected Parties and such supplier, customer or client, or (c) any employee or agent of the Company or any of the other Protected Parties or any individual or entity who or which was an employee or agent of the Company or any of the other Protected Parties during the twelve (12) month period immediately prior to the date of the Employee’s employment termination, to terminate such individual’s or entity’s employment relationship with, or engagement to perform services for, the Protected Parties in order, in either case, to enter into a similar relationship with the Employee, or any other person or entity in competition with the Business of the Company or any of the other Protected Parties. The Employee further agrees that, during the Non-Solicit Period, he shall not, directly or indirectly, (i) hire or engage (or assist in the hiring or engaging of) any employee or agent of the Company or any of the other Protected Parties or any individual or entity who or which was an employee or agent of the Company or any of the other Protected Parties during the twelve (12) month period immediately prior to the date of the Employee’s employment termination to enter into a similar relationship with the Employee or any other person or entity in competition with the Business of the Company or any of the other Protected Parties, (ii) solicit, divert with the intention to take away, or attempt to divert with the intention to take away, any investment opportunity considered by the Company or any other Protected Party, or (iii) interfere with, disrupt, or attempt to interfere with or disrupt, or assist others to disrupt or interfere with, the relationship, contractual or otherwise, between the Company or of the other Protected Parties and any of their respective customers, clients, accounts, investors, suppliers, lessors, consultants, independent contractors, agents, or employees.

Non-Solicitation or Hire. During the Term and for a period of twelve (12) months following the Employee’s employment termination, termination if such employment termination was pursuant to Section 5.1, Section 5.2.1 5.1 or Section 5.2.25.2, or twenty-four (24) months following the Employee’s employment termination if such employment termination was pursuant to Section 5.3 (the “Non-Solicit Period”), the Employee shall not, directly or indirectly, solicit or attempt to solicit or induce or attempt to induce, directly or indirectly, (a) any individual or entity who or which is a customer of the Company or any of the other Protected Parties, or who or which was a customer of the Company or any of the other Protected Parties at any time during the twelve (12) month period immediately prior to the date of the Employee’s employment termination, for the purpose of marketing, selling or providing to any such individual or entity any services or products offered by or available from the Company or any of the other Protected Parties (provided that if the Employee intends to solicit any such party for any other purpose, he shall notify the Company of such intention and receive prior written approval from the Company), (b) any supplier to or customer or client of the Company or any of the other Protected Parties to terminate, reduce or alter negatively its relationship with the Company or any of the other Protected Parties or in any manner interfere with any agreement or contract between the Company and/or any of the other Protected Parties and such supplier, customer or client, or (c) any employee or agent of the Company or any of the other Protected Parties or any individual or entity who or which was an employee or agent of the Company or any of the other Protected Parties during the twelve (12) month period immediately prior to the date of the Employee’s employment termination, to terminate such individual’s or entity’s employment relationship with, or engagement to perform services for, the Protected Parties in order, in either case, to enter into a similar relationship with the Employee, or any other person or entity in competition with the Business of the Company or any of the other Protected Parties. The Employee further agrees that, during the Non-Solicit Period, he shall not, directly or indirectly, (i) hire or engage (or assist in the hiring or engaging of) any employee or agent of the Company or any of the other Protected Parties or any individual or entity who or which was an employee or agent of the Company or any of the other Protected Parties during the twelve (12) month period immediately prior to the date of the Employee’s employment termination to enter into a similar relationship with the Employee or any other person or entity in competition with the Business of the Company or any of the other Protected Parties, (ii) solicit, divert with the intention to take away, or attempt to divert with the intention to take away, any investment opportunity considered by the Company or any other Protected Party, or (iii) interfere with, disrupt, or attempt to interfere with or disrupt, or assist others to disrupt or interfere with, the relationship, contractual or otherwise, between the Company or of the other Protected Parties and any of their respective customers, clients, accounts, investors, suppliers, lessors, consultants, independent contractors, agents, or employees.

Non-Solicitation or Hire. During the Term and for a period of twelve (12) months following the Employee’s employment termination, if such employment termination was pursuant to Section 5.1, Section 5.2.1 or Section 5.2.2, or twenty-four (24) months following of the Employee’s employment termination if such employment termination was pursuant to Section 5.3 for any reason or no reason (the “Non-Solicit Period”), the Employee shall not, directly or indirectly, solicit or attempt to solicit or induce or attempt to induce, directly or indirectly, (a) any individual or entity who or which is a customer of the Company or any of the other Protected Parties, or who or which was a customer of the Company or any of the other Protected Parties at any time during the twelve (12) month period immediately prior to the date of the Employee’s employment terminationterminates, for the purpose of marketing, selling or providing to any such individual or entity any services or products offered by or available from the Company or any of the other Protected Parties (provided that if the Employee intends to solicit any such party for any other purpose, he shall notify the Company of such intention and receive prior written approval from the Company), (b) any supplier to or customer or client of the Company or any of the other Protected Parties to terminate, reduce or alter negatively its relationship with the Company or any of the other Protected Parties or in any manner interfere with any agreement or contract between the Company and/or any of the other Protected Parties and such supplier, customer or client, or (c) any employee or agent of the Company or any of the other Protected Parties or any individual or entity who or which was an employee or agent of the Company or any of the other Protected Parties during the twelve (12) month period immediately prior to the date of the Employee’s employment terminationterminates, to terminate such individual’s or entity’s employment relationship with, or engagement to perform services for, the Protected Parties in order, in either case, to enter into a similar relationship with the Employee, or any other person or entity in competition with the Business of the Company or any of the other Protected Parties. The Employee further agrees that, during the Non-Solicit Period, he shall not, directly or indirectly, (ia) hire or engage (or assist in the hiring or engaging of) any employee or agent of the Company or any of the other Protected Parties or any individual or entity who or which was an employee or agent of the Company or any of the other Protected Parties during the twelve (12) month period immediately prior to the date of the Employee’s employment termination terminates to enter into a similar relationship with the Employee or any other person or entity in competition with the Business of the Company or any of the other Protected Parties, (iib) solicit, divert with the intention to take away, or attempt to divert with the intention to take away, any investment opportunity considered by the Company Employer or any other Protected Party, or (iiic) interfere with, disrupt, or attempt to interfere with or disrupt, or assist others to disrupt or interfere with, the relationship, contractual or otherwise, between the Company or of the other Protected Parties and any of their respective customers, clients, accounts, investors, suppliers, lessors, consultants, independent contractors, agents, or employees.

Non-Solicitation or Hire. During the Term and and, following the termination of the Executive's employment for any reason, for a period of twelve (12) months following the Employee’s employment termination, if such employment termination was pursuant to Section 5.1, Section 5.2.1 or Section 5.2.2, or twenty-four (24) months following the Employee’s employment termination if such employment termination was pursuant to Section 5.3 (the “Non-Solicit Period”)months, the Employee Executive shall not, not (a) directly or indirectlyindirectly solicit, solicit or attempt to solicit or induce or attempt to induce, directly or indirectly, (ax) any individual or entity party who or which is a customer of the Company or any of the other Protected Partiesits subsidiaries, or who or which was a customer of the Company or any of the other Protected Parties its subsidiaries at any time during the twelve (12) month period immediately prior to the date the Executive's employment terminates or who is a prospective customer that has been identified and targeted by the Company or its subsidiaries as of the Employee’s employment terminationTermination Date, for the purpose of marketing, selling or providing to any such individual or entity party any services or products offered by or available from the Company or any of the other Protected Parties its subsidiaries, or (provided that if the Employee intends to solicit any such party for any other purpose, he shall notify the Company of such intention and receive prior written approval from the Company), (by) any supplier to or customer or client of the Company or any of the other Protected Parties subsidiary to terminate, reduce or alter negatively its relationship with the Company or any of the other Protected Parties subsidiary or in any manner interfere with any agreement or contract between the Company and/or or any of the other Protected Parties subsidiary and such supplier, customer or client, supplier or (cb) hire any employee or agent of the Company or any of the other Protected Parties its subsidiaries or affiliates (a "Current Employee") or any individual or entity person who or which was an employee of or agent of consultant to the Company or any of the other Protected Parties its subsidiaries or affiliates during the twelve six (126) month period immediately prior to the date of the Executive's employment terminates (a "Former Employee’s employment termination, ") or directly or indirectly solicit or induce a Current or Former Employee to terminate such individual’s or entity’s employee's employment relationship with, or engagement to perform services for, with the Protected Parties in order, in either case, to enter into a similar relationship with the EmployeeExecutive, or any other person or entity any entity; provided, however, that nothing in competition Section 6.3(b) (i) shall be deemed to prohibit general solicitations for employment through advertisements or other means that may be seen by employees of the Company or its subsidiaries or affiliates or (ii) preclude the Executive from employing any person whose employment with the Business of the Company or any of the other Protected Parties. The Employee further agrees that, during the Non-Solicit Period, he shall not, directly its subsidiaries or indirectly, (i) hire or engage (or assist in the hiring or engaging of) any employee or agent of the Company or any of the other Protected Parties or any individual or entity who or which affiliates was an employee or agent of the Company or any of the other Protected Parties during the twelve (12) month period immediately prior to the date of the Employee’s employment termination to enter into a similar relationship with the Employee or any other person or entity in competition with the Business of the Company or any of the other Protected Parties, (ii) solicit, divert with the intention to take away, or attempt to divert with the intention to take away, any investment opportunity considered by the Company or any other Protected Party, or (iii) interfere with, disrupt, or attempt to interfere with or disrupt, or assist others to disrupt or interfere with, the relationship, contractual or otherwise, between the Company or of the other Protected Parties and any of their respective customers, clients, accounts, investors, suppliers, lessors, consultants, independent contractors, agents, or employeesinvoluntarily terminated.

Non-Solicitation or Hire. During the Term and and, following the termination of the Executive’s employment for any reason, for a period of twelve (12) months following the Employee’s employment termination, if such employment termination was pursuant to Section 5.1, Section 5.2.1 or Section 5.2.2, or twenty-four (24) months following the Employee’s employment termination if such employment termination was pursuant to Section 5.3 (the “Non-Solicit Period”)months, the Employee Executive shall not, not (a) directly or indirectlyindirectly solicit, solicit or attempt to solicit or induce or attempt to induce, directly or indirectly, (ax) any individual or entity party who or which is a customer of the Company or any of the other Protected Partiesits subsidiaries, or who or which was a customer of the Company or any of the other Protected Parties its subsidiaries at any time during the twelve (12) month period immediately prior to the date the Executive’s employment terminates or who is a prospective customer that has been identified and targeted by the Company or its subsidiaries as of the Employee’s employment terminationTermination Date, for the purpose of marketing, selling or providing to any such individual or entity party any services or products offered by or available from the Company or any of the other Protected Parties its subsidiaries, or (provided that if the Employee intends to solicit any such party for any other purpose, he shall notify the Company of such intention and receive prior written approval from the Company), (by) any supplier to or customer or client of the Company or any of the other Protected Parties subsidiary to terminate, reduce or alter negatively its relationship with the Company or any of the other Protected Parties subsidiary or in any manner interfere with any agreement or contract between the Company and/or or any of the other Protected Parties subsidiary and such supplier, customer or client, supplier or (cb) hire any employee or agent of the Company or any of the other Protected Parties its subsidiaries or affiliates (a “Current Employee”) or any individual or entity person who or which was an employee of or agent of consultant to the Company or any of the other Protected Parties its subsidiaries or affiliates during the twelve six (126) month period immediately prior to the date of the EmployeeExecutive’s employment termination, terminates (a “Former Employee”) or directly or indirectly solicit or induce a Current or Former Employee to terminate such individual’s or entityemployee’s employment relationship with, or engagement to perform services for, with the Protected Parties in order, in either case, to enter into a similar relationship with the EmployeeExecutive, or any other person or entity any entity; provided, however, that nothing in competition Section 6.3(b) (i) shall be deemed to prohibit general solicitations for employment through advertisements or other means that may be seen by employees of the Company or its subsidiaries or affiliates or (ii) preclude the Executive from employing any person whose employment with the Business of the Company or any of the other Protected Parties. The Employee further agrees that, during the Non-Solicit Period, he shall not, directly its subsidiaries or indirectly, (i) hire or engage (or assist in the hiring or engaging of) any employee or agent of the Company or any of the other Protected Parties or any individual or entity who or which affiliates was an employee or agent of the Company or any of the other Protected Parties during the twelve (12) month period immediately prior to the date of the Employee’s employment termination to enter into a similar relationship with the Employee or any other person or entity in competition with the Business of the Company or any of the other Protected Parties, (ii) solicit, divert with the intention to take away, or attempt to divert with the intention to take away, any investment opportunity considered by the Company or any other Protected Party, or (iii) interfere with, disrupt, or attempt to interfere with or disrupt, or assist others to disrupt or interfere with, the relationship, contractual or otherwise, between the Company or of the other Protected Parties and any of their respective customers, clients, accounts, investors, suppliers, lessors, consultants, independent contractors, agents, or employeesinvoluntarily terminated.

Non-Solicitation or Hire. During the Term and for a period of twelve (12) months following the Employeetermination of the Executive’s employment termination, if such employment termination was pursuant to Section 5.1, Section 5.2.1 or Section 5.2.2, or twenty-four (24) months following the Employee’s employment termination if such employment termination was pursuant to Section 5.3 (the “Non-Solicit Period”)for any reason, the Employee Executive shall not, not (a) directly or indirectly, indirectly solicit or attempt to solicit or induce or attempt to induce, directly or indirectly, (ax) any individual or entity party who or which is a customer of the Company or any of the other Protected Partiesits subsidiaries, or who or which was a customer of the Company or any of the other Protected Parties its subsidiaries at any time during the twelve (12) month period immediately prior to the date of the EmployeeExecutive’s employment terminationterminates or who is a prospective customer that has been identified and targeted by the Company or its subsidiaries, for the purpose of marketing, selling or providing to any such individual or entity party any services or products offered by or available from the Company or any of the other Protected Parties its subsidiaries (provided that if the Employee Executive intends to solicit any such party for any other purpose, he shall notify the Company of such intention and receive prior written approval from the Companyintention), or (by) any supplier to or customer or client of the Company or any of the other Protected Parties subsidiary to terminate, reduce or alter negatively its relationship with the Company or any of the other Protected Parties subsidiary or in any manner interfere with any agreement or contract between the Company and/or or any of the other Protected Parties subsidiary and such supplier, customer or client, supplier or (cb) directly or indirectly solicit or attempt to solicit any employee or agent of the Company or any of the other Protected Parties its subsidiaries (a “Current Employee”) or any individual or entity person who or which was an employee or agent of the Company or any of the other Protected Parties its subsidiaries during the twelve (12) month period immediately prior to the date of the EmployeeExecutive’s employment termination, terminates (a “Former Employee”) to terminate such individual’s or entityemployee’s employment relationship with, or engagement to perform services for, with the Protected Parties in order, in either case, to enter into a similar relationship with the EmployeeExecutive, or any other person or any entity in competition with the Business of the Company or any of the other Protected Parties. The Employee further agrees that, during the Non-Solicit Period, he shall not, directly or indirectly, (i) hire or engage (or assist in the hiring or engaging of) any employee or agent of Former Employee, provided, however, that Current Employees and Former Employees do not include the Company Executive’s personal assistant(s) or any of the other Protected Parties or any individual or entity who or which was an employee or agent of the Company or any of the other Protected Parties during the twelve (12) month period immediately prior to the date of the Employee’s employment termination to enter into a similar relationship with the Employee or any other person or entity in competition with the Business of the Company or any of the other Protected Parties, (ii) solicit, divert with the intention to take away, or attempt to divert with the intention to take away, any investment opportunity considered by the Company or any other Protected Party, or (iii) interfere with, disrupt, or attempt to interfere with or disrupt, or assist others to disrupt or interfere with, the relationship, contractual or otherwise, between the Company or of the other Protected Parties and any of their respective customers, clients, accounts, investors, suppliers, lessors, consultants, independent contractors, agents, or employeeshis administrative support personnel.

Non-Solicitation or Hire. During the Term and and, following the termination of the Executive's employment for any reason, for a period of twelve (12) months following the Employee’s employment termination, if such employment termination was pursuant to Section 5.1, Section 5.2.1 or Section 5.2.2, or twenty-four (24) months following the Employee’s employment termination if such employment termination was pursuant to Section 5.3 (the “Non-Solicit Period”)months, the Employee Executive shall not, not (a) directly or indirectlyindirectly solicit, solicit or attempt to solicit or induce or attempt to induce, directly or indirectly, (ax) any individual or entity party who or which is a customer of the Company or any of the other Protected Partiesits subsidiaries, or who or which was a customer of the Company or any of the other Protected Parties its subsidiaries at any time during the twelve (12) month period immediately prior to the date the Executive's employment terminates or who is a prospective customer that has been identified and targeted by the Company or its subsidiaries as of the Employee’s employment terminationTermination Date, for the purpose of marketing, selling or providing to any such individual or entity party any services or products offered by or available from the Company or any of the other Protected Parties its subsidiaries, or (provided that if the Employee intends to solicit any such party for any other purpose, he shall notify the Company of such intention and receive prior written approval from the Company), (by) any supplier to or customer or client of the Company or any of the other Protected Parties subsidiary to terminate, reduce or alter negatively its relationship with the Company or any of the other Protected Parties subsidiary or in any manner interfere with any agreement or contract between the Company and/or or any of the other Protected Parties subsidiary and such supplier, customer or client, supplier or (cb) hire any employee or agent of the Company or any of the other Protected Parties its subsidiaries or affiliates (a "Current Employee") or any individual or entity person who or which was an employee of or agent of consultant to the Company or any of the other Protected Parties its subsidiaries or affiliates during the twelve six (126) month period immediately prior to the date of the Executive's employment terminates (a "Former Employee’s employment termination, ") or directly or indirectly solicit or induce a Current or Former Employee to terminate such individual’s or entity’s employee's employment relationship with, or engagement to perform services for, with the Protected Parties in order, in either case, to enter into a similar relationship with the EmployeeExecutive, or any other person or entity any entity; provided, however, that nothing in competition Section 1.3 (b) (i) shall be deemed to prohibit general solicitations for employment through advertisements or other means that may be seen by employees of the Company or its subsidiaries or affiliates or (ii) preclude the Executive from employing any person whose employment with the Business of the Company or any of the other Protected Parties. The Employee further agrees that, during the Non-Solicit Period, he shall not, directly its subsidiaries or indirectly, (i) hire or engage (or assist in the hiring or engaging of) any employee or agent of the Company or any of the other Protected Parties or any individual or entity who or which affiliates was an employee or agent of the Company or any of the other Protected Parties during the twelve (12) month period immediately prior to the date of the Employee’s employment termination to enter into a similar relationship with the Employee or any other person or entity in competition with the Business of the Company or any of the other Protected Parties, (ii) solicit, divert with the intention to take away, or attempt to divert with the intention to take away, any investment opportunity considered by the Company or any other Protected Party, or (iii) interfere with, disrupt, or attempt to interfere with or disrupt, or assist others to disrupt or interfere with, the relationship, contractual or otherwise, between the Company or of the other Protected Parties and any of their respective customers, clients, accounts, investors, suppliers, lessors, consultants, independent contractors, agents, or employeesinvoluntarily terminated.

Non-Solicitation or Hire. During the Term and for a period of twelve (12) months following the Employee’s employment termination, if such employment termination was pursuant to Section 5.1, Section 5.2.1 or Section 5.2.2, or twenty-four (24) months following the termination of the Employee’s employment termination if such employment termination was pursuant to Section 5.3 for any reason or no reason (the “Non-Solicit Period”), the Employee shall not, directly or indirectly, solicit or attempt to solicit or induce or attempt to induce, directly or indirectly, (a) any individual or entity who or which is a customer of the Company or any of the other Protected Parties, or who or which was a customer of the Company or any of the other Protected Parties at any time during the twelve (12) month period immediately prior to the date of the Employee’s employment termination, for the purpose of marketing, selling or providing to any such individual or entity any services or products offered by or available from the Company or any of the other Protected Parties (provided that if the Employee intends to solicit any such party for any other purpose, he shall notify the Company of such intention and receive prior written approval from the Company), (b) any supplier to or customer or client of the Company or any of the other Protected Parties to terminate, reduce or alter negatively its relationship with the Company or any of the other Protected Parties or in any manner interfere with any agreement or contract between the Company and/or any of the other Protected Parties and such supplier, customer or client, or (c) any employee or agent of the Company or any of the other Protected Parties or any individual or entity who or which was an employee or agent of the Company or any of the other Protected Parties during the twelve (12) month period immediately prior to the date of the Employee’s employment termination, to terminate such individual’s or entity’s employment relationship with, or engagement to perform services for, the Protected Parties in order, in either case, to enter into a similar relationship with the Employee, or any other person or entity in competition with the Business of the Company or any of the other Protected Parties. The Employee further agrees that, during the Non-Solicit Period, he shall not, directly or indirectly, (i) hire or engage (or assist in the hiring or engaging of) any employee or agent of the Company or any of the other Protected Parties or any individual or entity who or which was an employee or agent of the Company or any of the other Protected Parties during the twelve (12) month period immediately prior to the date of the Employee’s employment termination to enter into a similar relationship with the Employee or any other person or entity in competition with the Business of the Company or any of the other Protected Parties, (ii) solicit, divert with the intention to take away, or attempt to divert with the intention to take away, any investment opportunity considered by the Company or any other Protected Party, or (iii) interfere with, disrupt, or attempt to interfere with or disrupt, or assist others to disrupt or interfere with, the relationship, contractual or otherwise, between the Company or of the other Protected Parties and any of their respective customers, clients, accounts, investors, suppliers, lessors, consultants, independent contractors, agents, or employees.

Non-Solicitation or Hire. During the Term and for a period of twelve the Restriction Period (12) months following the Employee’s employment termination, if such employment termination was pursuant to Section 5.1, Section 5.2.1 or Section 5.2.2, or twenty-four (24) months following the Employee’s employment termination if such employment termination was pursuant to Section 5.3 (the “Non-Solicit Period”as defined below), the Employee Executive shall not, not (a) directly or indirectlyindirectly solicit, solicit or attempt to solicit or induce or attempt to induce, directly or indirectly, (ax) any individual or entity party who or which is a customer of the Company or any of the other Protected PartiesXxxxx Companies, or who or which was a customer of the Company or any of the other Protected Parties Xxxxx Companies at any time during the twelve (12) month period immediately prior to the date of the EmployeeExecutive’s employment terminationterminates or who was a prospective customer that has been identified and targeted by the Xxxxx Companies immediately prior to the date the Executive’s employment terminates, for the purpose of marketing, selling or providing to any such individual or entity party any services or products offered by or available from the Company or any of the other Protected Parties Xxxxx Companies on the date the Executive’s employment terminates, or (provided that if the Employee intends to solicit any such party for any other purpose, he shall notify the Company of such intention and receive prior written approval from the Company), (by) any supplier or prospective supplier to or customer or client of the Company or any of the other Protected Parties Xxxxx Companies to terminate, reduce or alter negatively its relationship with the Company or any of the other Protected Parties Xxxxx Companies or in any manner interfere with any agreement or contract between the Company and/or any of the other Protected Parties Xxxxx Companies and such supplier, customer or client, supplier or (cb) hire or engage any employee or agent of the Company or any of the other Protected Parties Xxxxx Companies (a “Current Employee”) or any individual or entity person who or which was an employee of or agent of the Company or consultant to any of the other Protected Parties Xxxxx Companies during the twelve (12) month period immediately prior to the date of the EmployeeExecutive’s employment termination, terminates (a “Former Employee”) or directly or indirectly solicit or induce a Current or Former Employee to terminate such individual’s or entityemployee’s employment relationship with, or engagement to perform services for, with any of the Protected Parties Xxxxx Companies in order, in either case, to enter into a similar relationship with the EmployeeExecutive, or any other person or entity in competition with the Business of the Company or any of the other Protected Parties. The Employee further agrees that, during the Non-Solicit Period, he shall not, directly or indirectly, (i) hire or engage (or assist in the hiring or engaging of) any employee or agent of the Company or any of the other Protected Parties or any individual or entity who or which was an employee or agent of the Company or any of the other Protected Parties during the twelve (12) month period immediately prior to the date of the Employee’s employment termination to enter into a similar relationship with the Employee or any other person or entity in competition with the Business of the Company or any of the other Protected Parties, (ii) solicit, divert with the intention to take away, or attempt to divert with the intention to take away, any investment opportunity considered by the Company or any other Protected Party, or (iii) interfere with, disrupt, or attempt to interfere with or disrupt, or assist others to disrupt or interfere with, the relationship, contractual or otherwise, between the Company or of the other Protected Parties and any of their respective customers, clients, accounts, investors, suppliers, lessors, consultants, independent contractors, agents, or employeesentity.

Non-Solicitation or Hire. During the Term and for a period of twelve the Restriction Period (12) months following the Employee’s employment termination, if such employment termination was pursuant to Section 5.1, Section 5.2.1 or Section 5.2.2, or twenty-four (24) months following the Employee’s employment termination if such employment termination was pursuant to Section 5.3 (the “Non-Solicit Period”as defined below), the Employee Executive shall not, not (a) directly or indirectlyindirectly solicit, solicit or attempt to solicit or induce or attempt to induce, directly or indirectly, (ax) any individual or entity party who or which is a customer of the Company or any of the other Protected PartiesXxxxx Companies, or who or which was a customer of the Company or any of the other Protected Parties Xxxxx Companies at any time during the twelve (12) month period immediately prior to the date of the EmployeeExecutive’s employment terminationterminates or who was a prospective customer that has been identified and targeted by the Keane Companies immediately prior to the date the Executive’s employment terminates, for the purpose of marketing, selling or providing to any such individual or entity party any services or products offered by or available from the Company or any of the other Protected Parties Xxxxx Companies on the date the Executive’s employment terminates, or (provided that if the Employee intends to solicit any such party for any other purpose, he shall notify the Company of such intention and receive prior written approval from the Company), (by) any supplier or prospective supplier to or customer or client of the Company or any of the other Protected Parties Xxxxx Companies to terminate, reduce or alter negatively its relationship with the Company or any of the other Protected Parties Xxxxx Companies or in any manner interfere with any agreement or contract between the Company and/or any of the other Protected Parties Xxxxx Companies and such supplier, customer or client, supplier or (cb) hire or engage any employee or agent of the Company or any of the other Protected Parties Xxxxx Companies (a “Current Employee”) or any individual or entity person who or which was an employee of or agent of the Company or consultant to any of the other Protected Parties Xxxxx Companies during the twelve (12) month period immediately prior to the date of the EmployeeExecutive’s employment termination, terminates (a “Former Employee”) or directly or indirectly solicit or induce a Current or Former Employee to terminate such individual’s or entityemployee’s employment relationship with, or engagement to perform services for, with any of the Protected Parties Xxxxx Companies in order, in either case, to enter into a similar relationship with the EmployeeExecutive, or any other person or entity in competition with the Business of the Company or any of the other Protected Parties. The Employee further agrees that, during the Non-Solicit Period, he shall not, directly or indirectly, (i) hire or engage (or assist in the hiring or engaging of) any employee or agent of the Company or any of the other Protected Parties or any individual or entity who or which was an employee or agent of the Company or any of the other Protected Parties during the twelve (12) month period immediately prior to the date of the Employee’s employment termination to enter into a similar relationship with the Employee or any other person or entity in competition with the Business of the Company or any of the other Protected Parties, (ii) solicit, divert with the intention to take away, or attempt to divert with the intention to take away, any investment opportunity considered by the Company or any other Protected Party, or (iii) interfere with, disrupt, or attempt to interfere with or disrupt, or assist others to disrupt or interfere with, the relationship, contractual or otherwise, between the Company or of the other Protected Parties and any of their respective customers, clients, accounts, investors, suppliers, lessors, consultants, independent contractors, agents, or employeesentity.

Non-Solicitation or Hire. During the Term and for a period of twelve eighteen months (1218) months following the Employee’s employment termination, if such employment termination was pursuant to Section 5.1, Section 5.2.1 or Section 5.2.2, or twenty-four (24) months following of the Employee’s 's employment termination if such employment termination was pursuant to Section 5.3 (the “Non-Solicit Period”)for any reason, the Employee shall not, not directly or indirectly, indirectly solicit or attempt to solicit or induce or attempt to induce, directly or indirectly, (a) any individual or entity party who or which is a customer of the Company or any of the other Protected Partiesits subsidiaries, or who or which was a customer of the Company or any of the other Protected Parties its subsidiaries at any time during the twelve (12) month period immediately prior to the date of the Employee’s 's employment terminationterminates, for the purpose of marketing, selling or providing to any such individual or entity party any services or products offered by or available from the Company or any of the other Protected Parties its subsidiaries (provided that if the Employee intends to solicit any such party for any other purpose, he shall notify the Company of such intention and receive prior written approval from the Company, which approval shall not unreasonably be withheld), (b) any supplier to or customer or client of the Company or any of the other Protected Parties subsidiary to terminate, reduce or alter negatively its relationship with the Company or any of the other Protected Parties subsidiary or in any manner interfere with any agreement or contract between the Company and/or or any of the other Protected Parties subsidiary and such supplier, customer or client, client or (c) any employee or agent of the Company or any of the other Protected Parties its subsidiaries or any individual or entity person who or which was an employee or agent of the Company or any of the other Protected Parties its subsidiaries during the twelve (12) month period immediately prior to the date of the Employee’s 's employment termination, terminates to terminate such individual’s or entity’s employee's employment relationship with, or engagement to perform services for, with the Protected Parties in order, in either case, to enter into a similar relationship with the Employee, or any other person or any entity in competition with the Business of the Company or any of the other Protected Parties. The Employee further agrees that, during the Non-Solicit Period, he shall not, directly or indirectly, (i) hire or engage (or assist in the hiring or engaging of) any employee or agent of the Company or any of the other Protected Parties or any individual or entity who or which was an employee or agent of the Company or any of the other Protected Parties during the twelve (12) month period immediately prior to the date of the Employee’s employment termination to enter into a similar relationship with the Employee or any other person or entity in competition with the Business of the Company or any of the other Protected Parties, (ii) solicit, divert with the intention to take away, or attempt to divert with the intention to take away, any investment opportunity considered by the Company or any other Protected Party, or (iii) interfere with, disrupt, or attempt to interfere with or disrupt, or assist others to disrupt or interfere with, the relationship, contractual or otherwise, between the Company or of the other Protected Parties and any of their respective customers, clients, accounts, investors, suppliers, lessors, consultants, independent contractors, agents, or employeesits subsidiaries.

Non-Solicitation or Hire. During the Term and for a period of twelve (12) months following the Employee’s employment termination, termination if such employment termination was pursuant to Section 5.1, Section 5.2.1 5.1 or Section 5.2.25.2, or twenty-four (24) months following the Employee’s employment termination if such employment termination was pursuant to Section 5.3 (the “Non-Solicit Period”), the Employee shall not, directly or indirectly, solicit or attempt to solicit or induce or attempt to induce, directly or indirectly, (a) any individual or entity who or which is a customer of the Company or any of the other Protected Parties, or who or which was a customer of the Company or any of the other Protected Parties at any time during the twelve (12) month period immediately prior to the date of the Employee’s employment termination, for the purpose of marketing, selling or providing to any such individual or entity any services or products offered by or available from the Company or any of the other Protected Parties (provided that if the Employee intends to solicit any such party for any other purpose, he she shall notify the Company of such intention and receive prior written approval from the Company), (b) any supplier to or customer or client of the Company or any of the other Protected Parties to terminate, reduce or alter negatively its relationship with the Company or any of the other Protected Parties or in any manner interfere with any agreement or contract between the Company and/or any of the other Protected Parties and such supplier, customer or client, or (c) any employee or agent of the Company or any of the other Protected Parties or any individual or entity who or which was an employee or agent of the Company or any of the other Protected Parties during the twelve (12) month period immediately prior to the date of the Employee’s employment termination, to terminate such individual’s or entity’s employment relationship with, or engagement to perform services for, the Protected Parties in order, in either case, to enter into a similar relationship with the Employee, or any other person or entity in competition with the Business of the Company or any of the other Protected Parties. The Employee further agrees that, during the Non-Solicit Period, he she shall not, directly or indirectly, (i) hire or engage (or assist in the hiring or engaging of) any employee or agent of the Company or any of the other Protected Parties or any individual or entity who or which was an employee or agent of the Company or any of the other Protected Parties during the twelve (12) month period immediately prior to the date of the Employee’s employment termination to enter into a similar relationship with the Employee or any other person or entity in competition with the Business of the Company or any of the other Protected Parties, (ii) solicit, divert with the intention to take away, or attempt to divert with the intention to take away, any investment opportunity considered by the Company or any other Protected Party, or (iii) interfere with, disrupt, or attempt to interfere with or disrupt, or assist others to disrupt or interfere with, the relationship, contractual or otherwise, between the Company or of the other Protected Parties and any of their respective customers, clients, accounts, investors, suppliers, lessors, consultants, independent contractors, agents, or employees.

Non-Solicitation or Hire. During the Term and for a period of twelve (12) months following the Employee’s employment termination, if such employment termination was pursuant to Section 5.1, Section 5.2.1 or Section 5.2.2, or twenty-four (24) months following the Employee’s employment termination if such employment termination was pursuant to Section 5.3 5.4 (the “Non-Solicit Period”), the Employee shall not, directly or indirectly, solicit or attempt to solicit or induce or attempt to induce, directly or indirectly, (a) any individual or entity who or which is a customer of the Company or any of the other Protected Parties, or who or which was a customer of the Company or any of the other Protected Parties at any time during the twelve (12) month period immediately prior to the date of the Employee’s employment termination, for the purpose of marketing, selling or providing to any such individual or entity any services or products offered by or available from the Company or any of the other Protected Parties (provided that if the Employee intends to solicit any such party for any other purpose, he shall notify the Company of such intention and receive prior written approval from the Company), (b) any supplier to or customer or client of the Company or any of the other Protected Parties to terminate, reduce or alter negatively its relationship with the Company or any of the other Protected Parties or in any manner interfere with any agreement or contract between the Company and/or any of the other Protected Parties and such supplier, customer or client, or (c) any employee or agent of the Company or any of the other Protected Parties or any individual or entity who or which was an employee or agent of the Company or any of the other Protected Parties during the twelve (12) month period immediately prior to the date of the Employee’s employment termination, to terminate such individual’s or entity’s employment relationship with, or engagement to perform services for, the Protected Parties in order, in either case, to enter into a similar relationship with the Employee, or any other person or entity in competition with the Business of the Company or any of the other Protected Parties. The Employee further agrees that, during the Non-Solicit Period, he shall not, directly or indirectly, (i) hire or engage (or assist in the hiring or engaging of) any employee or agent of the Company or any of the other Protected Parties or any individual or entity who or which was an employee or agent of the Company or any of the other Protected Parties during the twelve (12) month period immediately prior to the date of the Employee’s employment termination to enter into a similar relationship with the Employee or any other person or entity in competition with the Business of the Company or any of the other Protected Parties, (ii) solicit, divert with the intention to take away, or attempt to divert with the intention to take away, any investment opportunity considered by the Company or any other Protected Party, or (iii) interfere with, disrupt, or attempt to interfere with or disrupt, or assist others to disrupt or interfere with, the relationship, contractual or otherwise, between the Company or of the other Protected Parties and any of their respective customers, clients, accounts, investors, suppliers, lessors, consultants, independent contractors, agents, or employees.

Non-Solicitation or Hire. During the Term and for the period commencing on the Termination Date and ending on the two (2) year anniversary of the Termination Date, within the United States and anywhere outside of the United States, the Executive shall not (a) directly or indirectly knowingly solicit, attempt to solicit, engage or induce (i) any Person who is a period client or customer of the Company or its subsidiaries, Cerberus Operations and Advisory Company, LLC ("COAC"), or Cerberus Capital Management, L.P. ("CCP"), who was a client or customer of the Company or its subsidiaries at any time during the twelve (12) months following month period ending on the Employee’s employment terminationTermination Date or who was a prospective client or customer that has been identified and targeted by the Company or its subsidiaries immediately prior to the Termination Date, if for the purpose of marketing, selling or directly providing to any such employment termination was pursuant to Section 5.1, Section 5.2.1 Person any services or Section 5.2.2products offered by or available from the Company or its subsidiaries on the Termination Date, or twenty-four (24ii) months following any consultant, vendor, distributor or supplier or prospective consultant, vendor, distributor or supplier to the Employee’s employment termination if such employment termination was pursuant Company or its subsidiaries to Section 5.3 (the “Non-Solicit Period”), the Employee shall not, directly or indirectlyindirectly terminate, solicit reduce or attempt to solicit alter negatively its relationship with the Company or induce its subsidiaries, COAC or attempt to induceCCP or interfere with any agreement or contract between the Company or any of its subsidiaries, directly COAC or indirectly, CCP and such supplier or (ab) knowingly hire or engage any individual or entity who or which is a customer employee of the Company or any of the other Protected Partiesits subsidiaries, COAC or CCP (a "Current Employee") or any person who or which was a customer an employee of the Company or any of the other Protected Parties at any time its subsidiaries, COAC or CCP during the twelve (12) month period immediately prior to the date of the Termination Date (a "Former Employee’s ") or directly or indirectly solicit or induce a Current Employee or Former Employee to terminate such employee's employment termination, for the purpose of marketing, selling or providing to any such individual or entity any services or products offered by or available from the Company or any of the other Protected Parties (provided that if the Employee intends to solicit any such party for any other purpose, he shall notify the Company of such intention and receive prior written approval from the Company), (b) any supplier to or customer or client of the Company or any of the other Protected Parties to terminate, reduce or alter negatively its relationship with the Company or any of the other Protected Parties its subsidiaries, COAC or in any manner interfere with any agreement or contract between the Company and/or any of the other Protected Parties and such supplier, customer or client, or (c) any employee or agent of the Company or any of the other Protected Parties or any individual or entity who or which was an employee or agent of the Company or any of the other Protected Parties during the twelve (12) month period immediately prior to the date of the Employee’s employment termination, to terminate such individual’s or entity’s employment relationship with, or engagement to perform services for, the Protected Parties CCP in order, in either case, to enter into a similar relationship with the EmployeeExecutive, or any other person Person; provided that, the Executive Will not be deemed to have violated this Section 6.4 if a client, customer, consultant, vendor, distributor or entity supplier or prospective client, customer, consultant, vendor, distributor or supplier to the Company or its subsidiaries, or Current Employee or Former Employee, responds directly to a general advertisement or solicitation not specifically targeted at such Person For the purposes of this Agreement, the terms "customer" and "client", as they apply to the United States federal government and any state or local government, mean the project or program office in competition with the Business applicable agency(ies)/department(s) for which any of the products or services of the Company or any of the other Protected Parties. The Employee further agrees thatits subsidiaries, during the Non-Solicit Period, he shall not, directly COAC or indirectly, (i) hire CCP are sold or engage (or assist in the hiring or engaging of) any employee or agent of the Company or any of the other Protected Parties or any individual or entity who or which was an employee or agent of the Company or any of the other Protected Parties performed during the twelve (12) month period immediately prior to months ending on the date of the Employee’s employment termination to enter into a similar relationship with the Employee or any other person or entity in competition with the Business of the Company or any of the other Protected Parties, (ii) solicit, divert with the intention to take away, or attempt to divert with the intention to take away, any investment opportunity considered by the Company or any other Protected Party, or (iii) interfere with, disrupt, or attempt to interfere with or disrupt, or assist others to disrupt or interfere with, the relationship, contractual or otherwise, between the Company or of the other Protected Parties and any of their respective customers, clients, accounts, investors, suppliers, lessors, consultants, independent contractors, agents, or employeesTermination Date.

Non-Solicitation or Hire. During the Term and for a period of twelve six (126) months following the Employee’s employment termination, if such employment termination was pursuant to Section 5.1, Section 5.2.1 or Section 5.2.2, or twenty-four (24) months following of the Employee’s employment termination if such employment termination was pursuant to Section 5.3 (the “Non-Solicit Period”)for any reason, the Employee shall not, not directly or indirectly, indirectly solicit or attempt to solicit or induce or attempt to induce, directly or indirectly, (a) any individual or entity party who or which is a customer of the Company or any of its Subsidiaries or the other Protected PartiesHolding Company, or who or which was a customer of the Company or any of its Subsidiaries or the other Protected Parties Holding Company at any time during the twelve (12) month period immediately prior to the date of the Employee’s employment terminationterminates, for the purpose of marketing, selling or providing to any such individual or entity party any services or products offered by or available from the Company or any of its Subsidiaries or the other Protected Parties (provided that if the Employee intends to solicit any such party for any other purpose, he shall notify the Company of such intention and receive prior written approval from the Holding Company), (b) any supplier to or customer or client of the Company or any of the other Protected Parties Subsidiary or he Holding Company to terminate, reduce or alter negatively its relationship with the Company or any of Subsidiary or the other Protected Parties Holding Company or in any manner interfere with any agreement or contract between the Company and/or or any of Subsidiary or the other Protected Parties Holding Company and such supplier, customer or client, client or (c) any employee or agent of the Company or any of its Subsidiaries or the other Protected Parties Holding Company or any individual or entity person who or which was an employee or agent of the Company or any of its Subsidiaries or the other Protected Parties Holding Company during the twelve (12) month period immediately prior to the date of the Employee’s employment termination, terminates (and in either case where the employee is a person for whom the Employee had managerial responsibility (whether directly or indirectly) or material contact with in the course of his employment with the Company or its Subsidiaries or he Holding Company) to terminate such individual’s or entityemployee’s employment relationship with, or engagement to perform services for, with the Protected Parties in order, in either case, to enter into a similar relationship with the Employee, or any other person or any entity in competition with the Business of the Company or any of its Subsidiaries or the other Protected Parties. The Employee further agrees Holding Company; provided that, during if the Non-Solicit PeriodEmployee intends to solicit any such party referenced in this Section 6.2 (a), (b) or (c) for any other purpose, he shall not, directly or indirectly, (i) hire or engage (or assist in the hiring or engaging of) any employee or agent of notify the Company or any of such intention and receive prior written approval from the other Protected Parties or any individual or entity who or Company, which was an employee or agent of the Company or any of the other Protected Parties during the twelve (12) month period immediately prior to the date of the Employee’s employment termination to enter into a similar relationship with the Employee or any other person or entity in competition with the Business of the Company or any of the other Protected Parties, (ii) solicit, divert with the intention to take away, or attempt to divert with the intention to take away, any investment opportunity considered by the Company or any other Protected Party, or (iii) interfere with, disrupt, or attempt to interfere with or disrupt, or assist others to disrupt or interfere with, the relationship, contractual or otherwise, between the Company or of the other Protected Parties and any of their respective customers, clients, accounts, investors, suppliers, lessors, consultants, independent contractors, agents, or employeesshall not be unreasonably withheld.