Common use of Non-Solicit; No Hire Clause in Contracts

Non-Solicit; No Hire. Except as otherwise agreed by the Parties, for a period beginning on the Distribution Date and ending two (2) years following the Distribution Date, (a) SpinCo and the SpinCo Group shall not solicit for employment or hire (as an employee, consultant or otherwise) any Parent Employee who (i) was employed by Parent or a member of the Parent Group as of the applicable Local Transfer Date or (ii) became an employee of a member of the Parent Group following the Local Transfer Date and was involved in commercial contracts (including a TSA) with the SpinCo Group, and (b) Parent and the Parent Group shall not solicit for employment or hire (as an employee, consultant or otherwise) any (i) SpinCo Employee who was employed by a member of the SpinCo Group as of the Local Transfer Date, (ii) SpinCo Employee who became an employee of the SpinCo Group following the Local Transfer Date and was involved in commercial contracts (including a TSA) with the Parent Group or (iii) Former SpinCo Employee who rejected an offer from the SpinCo Group, objected to an automatic transfer to the SpinCo Group or who terminated employment with the Parent Group before receiving an offer letter or transfer letter from the SpinCo Group, in each case, subject to applicable Law. Notwithstanding any of the foregoing provisions of this Section 2.14 to the contrary, (A) Parent and the Parent Group shall not be restricted from soliciting for employment or hiring (as an employee, consultant or otherwise) any SpinCo Employee that was terminated by the SpinCo Group in accordance with the exceptions to the covenant not to sever SpinCo Employees described in Section 2.15 and (B) the Parties shall not be restricted from soliciting for employment or hiring (as an employee, consultant or otherwise) any SpinCo Employee or Parent Employee, as applicable, who was terminated from employment with the applicable Party as a result of a resource action that was not a result of such employee rejecting an offer from the SpinCo Group. This Section 2.14 is not intended to restrict an individual’s right of employment, nor does it restrict general, customary employment advertisements and recruiting efforts. Rather, it restricts targeted solicitation of such employees of the other Party. Employees of either Party may pursue employment opportunities with the other Party on their own initiative. If a final and non-appealable judicial determination is made that any provision of this Section 2.14 constitutes an unreasonable or otherwise unenforceable restriction with respect to any particular jurisdiction, the provisions of this Section 2.14 will not be rendered void but will be deemed to be modified solely with respect to the applicable jurisdiction to the minimum extent necessary to remain in force and effect for the greatest period and to the greatest extent that such court determines constitutes a reasonable restriction under the circumstances.

Non-Solicit; No Hire. Except as otherwise agreed by the Parties, for (i) For a period beginning on the Distribution Date and ending of two (2) years following the Distribution DateSeparation Effective Time, (a) SpinCo without the prior written consent of RMT Partner, Remainco agrees not to directly or indirectly, and the SpinCo Group shall not solicit for employment or hire (as an employee, consultant or otherwise) to permit any Parent Employee who (i) was employed by Parent or a member of the Parent Remainco Group as to, solicit, offer, assist, hire, encourage, suggest to or induce, in any manner whatsoever, any employee or independent contractor of the applicable Local Transfer Date or (ii) became RMT Partner Group who was an employee or independent contractor of a member Remainco or any of the Parent Group following the Local Transfer Date and was involved in commercial contracts its Subsidiaries (including a TSA) with for the SpinCo Group, and (b) Parent avoidance of doubt the Spinco Business and the Parent Group shall not solicit for employment or hire (as an employee, consultant or otherwiseSpinco Group) any (i) SpinCo Employee who was employed by a member of the SpinCo Group as of the Local Transfer Date, (ii) SpinCo Employee who became an employee of the SpinCo Group following the Local Transfer Date and was involved in commercial contracts (including a TSA) with the Parent Group or (iii) Former SpinCo Employee who rejected an offer from the SpinCo Group, objected to an automatic transfer prior to the SpinCo Group Separation Effective Time to leave the employ or who terminated employment with the Parent Group before receiving an offer letter or transfer letter from the SpinCo Group, in each case, subject to applicable Law. Notwithstanding any of the foregoing provisions of this Section 2.14 to the contrary, (A) Parent and the Parent Group shall not be restricted from soliciting for employment or hiring (as an employee, consultant or otherwise) any SpinCo Employee that was terminated by the SpinCo Group in accordance with the exceptions to the covenant not to sever SpinCo Employees described in Section 2.15 and (B) the Parties shall not be restricted from soliciting for employment or hiring (as an employee, consultant or otherwise) any SpinCo Employee or Parent Employeeservice, as applicable, who was terminated from employment with the applicable Party as a result of a resource action that was not a result of such employee rejecting an offer from the SpinCo Group. This Section 2.14 is not intended to restrict an individual’s right of employment, nor does it restrict general, customary employment advertisements and recruiting efforts. Rather, it restricts targeted solicitation of such employees of the other Party. Employees of either Party may pursue employment opportunities with the other Party on their own initiative. If a final and non-appealable judicial determination is made RMT Partner Group; provided, that any provision of this Section 2.14 constitutes an unreasonable or otherwise unenforceable restriction with respect to any particular jurisdiction, the provisions of this Section 2.14 will not be rendered void but will nothing herein shall be deemed to be modified solely with respect prohibit Remainco or another member of the Remainco Group: (i) from soliciting any employee or consultant of the RMT Partner Group by placing advertisements in newspapers, electronically or other media of general circulation advertising employment or independent contractor opportunities; (ii) from initiating a search by an executive recruiting firm where such search is not directed at such employees or independent contractors of the RMT Partner Group; and (iii) from hiring persons who have not been employees or independent contractors, as applicable, of the RMT Partner Group for three (3) months prior to the applicable jurisdiction time of hiring. For the avoidance of doubt, all references to RMT Partner’s Group in this Section 2.13(b)(i) shall include Spinco and the Spinco Group. (ii) For a period of two (2) years following the Separation Effective Time, without the prior written consent of Remainco, RMT Partner agrees not to directly or indirectly, and not to permit any member of the RMT Partner Group to, solicit, offer, assist, hire, encourage, suggest to or induce, in any manner whatsoever, any employee or independent contractor of the Remainco Group who was an employee or independent contractor of the Remainco Group prior to the minimum extent necessary Separation Effective Time to remain leave the employ or service, as applicable, of the Remainco Group; provided, that nothing herein shall be deemed to prohibit RMT Partner or another member of the RMT Partner Group: (i) from soliciting any employee or consultant of the Remainco Group by placing advertisements in force newspapers, electronically or other media of general circulation advertising employment or independent contractor opportunities; (ii) from initiating a search by an executive recruiting firm where such search is not directed at such employees or independent contractors of the Remainco Group; and effect (iii) from hiring persons who have not been employees or independent contractors, as applicable, of the Remainco Group for the greatest period and three (3) months prior to the greatest extent that such court determines constitutes a reasonable restriction under time of hiring. For the circumstancesavoidance of doubt, all references to RMT Partner’s Group in this Section 2.13(b)(ii) shall include Spinco and the Spinco Group.

Non-Solicit; No Hire. Except as otherwise agreed by As an inducement for Buyer to enter into this Agreement and to consummate the PartiesTransaction, for a the Restricted Sellers hereby covenant and agree that during the period beginning on the Distribution Date date of this Agreement and ending two on the twelve (212) years following month anniversary of the Distribution DateClosing Date (the “Non-Solicit Restrictive Period”), (a) SpinCo and the SpinCo Group each such Restricted Seller shall not solicit (and shall cause his or her Affiliates not to), directly or indirectly, on his or her own behalf or in coordination with or on behalf of others and in any form or manner whatsoever (other than for employment the benefit of the Company or hire (any of its Affiliates in such Restricted Seller’s capacity as an employee, consultant or otherwise) any Parent Employee who employee thereof): (i) was employed by Parent encourage, solicit, induce, hire or a member attempt to solicit, induce or hire any Restricted Employee to leave the employ of the Parent Group as Company or any of the applicable Local Transfer Date its Subsidiaries (or any successor thereto or Affiliate thereof); (ii) became an employee of a member of knowingly interfere with the Parent Group following relationship between the Local Transfer Date and was involved in commercial contracts Company (including a TSAor any successor thereto or Affiliate thereof) with the SpinCo Groupany Restricted Employee or any other Person who, and (b) Parent and the Parent Group shall not solicit for employment or hire (as an employeeto such Seller’s Knowledge, consultant or otherwise) any (i) SpinCo Employee who was is employed by a member of or otherwise engaged to perform services for the SpinCo Group as of the Local Transfer Date, Company (ii) SpinCo Employee who became an employee of the SpinCo Group following the Local Transfer Date and was involved in commercial contracts (including a TSA) with the Parent Group or any successor thereto or Affiliate thereof); or (iii) Former SpinCo Employee who rejected an offer from induce or attempt to induce any Company Customer, supplier, licensee or other business relation of the SpinCo GroupCompany or any of its Subsidiaries to cease doing business with the Company (or any successor thereto or Affiliate thereof), objected or in any way knowingly interfere with the relationship between the Company or any of its Subsidiaries (or any successor thereto or Affiliate thereof) and any Company Customer, supplier, licensee or other business relation thereof (including by inducing or attempting to an automatic transfer induce any such Person to terminate, reduce or not expand the amount of, or adversely modify the nature, volume or scope of, the business such Person does with the Company (or any successor thereto or Affiliate thereof)). Notwithstanding anything to the SpinCo Group or who terminated contrary contained herein, the foregoing shall not prevent any such Seller from (x) undertaking general solicitations of employment with the Parent Group before receiving an offer letter or transfer letter from the SpinCo Group, in each case, subject to applicable Law. Notwithstanding not specifically targeted at any of the foregoing provisions employees or (y) hiring any of the foregoing employees six (6) months following the termination of employment of any such employee by the Company or any of its Subsidiaries so long as such termination is not the result of a breach of this Section 2.14 to the contrary, (A) Parent and the Parent Group shall not be restricted from soliciting for employment or hiring (as an employee, consultant or otherwise) any SpinCo Employee that was terminated by the SpinCo Group in accordance with the exceptions to the covenant not to sever SpinCo Employees described in Section 2.15 and (B) the Parties shall not be restricted from soliciting for employment or hiring (as an employee, consultant or otherwise) any SpinCo Employee or Parent Employee, as applicable, who was terminated from employment with the applicable Party as a result of a resource action that was not a result of such employee rejecting an offer from the SpinCo Group. This Section 2.14 is not intended to restrict an individual’s right of employment, nor does it restrict general, customary employment advertisements and recruiting efforts. Rather, it restricts targeted solicitation of such employees of the other Party. Employees of either Party may pursue employment opportunities with the other Party on their own initiative. If a final and non-appealable judicial determination is made that any provision of this Section 2.14 constitutes an unreasonable or otherwise unenforceable restriction with respect to any particular jurisdiction, the provisions of this Section 2.14 will not be rendered void but will be deemed to be modified solely with respect to the applicable jurisdiction to the minimum extent necessary to remain in force and effect for the greatest period and to the greatest extent that such court determines constitutes a reasonable restriction under the circumstances9.3(b).