Common use of Employment and Restrictive Covenant Agreements Clause in Contracts

Employment and Restrictive Covenant Agreements. (i) Except as set forth on Schedule 6.9(h)(i), as of the applicable Relevant Time, (A) the LSC Group shall Assume, establish or retain, as applicable, and be solely responsible for the administration and enforcement of, and all Liabilities under, the employment and restrictive covenant agreements covering LSC Employees and Former LSC Employees, (B) the Donnelley Financial Group shall Assume, establish or retain, as applicable, and be solely responsible for the administration and enforcement of, and all Liabilities under, the employment and restrictive covenant agreements covering Donnelley Financial Employees and Former Donnelley Financial Employees, and (C) the RRD Group shall establish or retain, as applicable, and be solely responsible for the administration and enforcement of, and all Liabilities under, the employment and restrictive covenant agreements covering RRD Employees and Former RRD Employees. (ii) As of the applicable Relevant Time, LSC Employees and Donnelley Financial Employees who are obligated to RRD under any non-compete, employee non-solicit or customer non-solicit covenants contained in any employment, severance or other agreement (together, the “Restrictive Covenants”) shall become obligated to LSC or Donnelley Financial, as applicable, under such Restrictive Covenants and shall cease to be obligated to RRD thereunder. RRD Employees shall remain obligated to RRD under their Restrictive Covenants. In addition, for each RRD Employee, LSC Employee and Donnelley Financial Employee listed on Schedule 6.9(h)(ii), if such employee’s employment terminates during the Wear Away Period, he or she shall be obligated under his or her Restrictive Covenants to the other Parties who were not his or her post-spin employer for the period, if any, beginning on the date of termination and ending at the conclusion of the Wear Away Period. (iii) For all RRD Employees, LSC Employees and Donnelley Financial Employees who are obligated to RRD prior to the applicable Relevant Time under any confidentiality or non-disparagement covenants, such covenants shall survive at all times, both during and after employment, with respect to each such employee’s post-spin employer, and shall survive and also apply to each of the other Parties at all times following each such employee’s termination of employment. (iv) The Parties agree they shall reasonably cooperate and work together to enforce the Restrictive Covenants and the provisions of this Section 6.9(h).

Employment and Restrictive Covenant Agreements. (i) Except as set forth on Schedule 6.9(h)(i), as As of the applicable Relevant Time, (A) the LSC Group shall Assume, establish or retain, as applicable, and be solely responsible for the administration and enforcement of, and all Liabilities under, the employment and restrictive covenant agreements covering LSC Employees and Former LSC Employees, (B) the Donnelley Financial Group shall Assume, establish or retain, as applicable, and be solely responsible for the administration and enforcement of, and all Liabilities under, the employment and restrictive covenant agreements covering Donnelley Financial Employees and Former Donnelley Financial Employees, and (C) the RRD Group shall establish or retain, as applicable, and be solely responsible for the administration and enforcement of, and all Liabilities under, the employment and restrictive covenant agreements covering RRD Employees and Former RRD Employees. (ii) As of the applicable Relevant Time, LSC Employees and Donnelley Financial Employees who are obligated to RRD under any non-compete, employee non-solicit or customer non-solicit covenants contained in any employment, severance or other agreement (together, the “Restrictive Covenants”) shall become obligated to LSC or Donnelley Financial, as applicable, under such Restrictive Covenants and shall cease to be obligated to RRD thereunder. RRD Employees shall remain obligated to RRD under their Restrictive Covenants. In addition, for each RRD Employee, LSC Employee and Donnelley Financial Employee listed on Schedule 6.9(h)(ii), if such employee’s employment terminates during the Wear Away Period, he or she shall be obligated under his or her Restrictive Covenants to the other Parties who were not his or her post-spin employer for the period, if any, beginning on the date of termination and ending at the conclusion of the Wear Away Period. (iii) For all RRD Employees, LSC Employees and Donnelley Financial Employees who are obligated to RRD prior to the applicable Relevant Time under any confidentiality or non-disparagement covenants, such covenants shall survive at all times, both during and after employment, with respect to each such employee’s post-spin employer, and shall survive and also apply to each of the other Parties at all times following each such employee’s termination of employment. (iv) The Parties agree they shall reasonably cooperate and work together to enforce the Restrictive Covenants and the provisions of this Section 6.9(h).