Non-Solicitation and Non-Disparagement. During any period for which Employee is receiving compensation payments pursuant to Part Two, Section 4 and one (1) year thereafter, Employee will not directly or indirectly (i) solicit any Company employee, independent contractor or consultant to leave the Company's employ or otherwise terminate such person's relationship with the company for any reason or interfere in any other manner with the employment or other relationships at the time existing between the Company and its current employees, independent contractors or consultants, (ii) solicit any of the Company's customers for products or services substantially similar to those offered by the Company, or (iii) disparage the Company or any of its stockholders, directors, officers, employees or agents.
Non-Solicitation and Non-Disparagement. During Executive's employment with the Company and for a period eighteen months thereafter, Executive shall not, without prior written permission of the Company, either directly or indirectly, for Executive or on behalf of any other person or entity:
(a) solicit, communicate with, induce, entice, or contact any of the Company's clients and customers (i) with whom Executive worked or to or for whom Executive provided services, (ii) whose identity Executive learned as a result of Executive's employment with the Company, or (iii) about whom the Company compiled Confidential Information to which Executive had access, or vendors, regulators, investors, advisors, representatives, directors, consultants, or independent contractors (each, a "Stakeholder") in any manner that is intended to or is reasonably likely to have the effect of being detrimental to the Company's or any of its affiliates' interests, including without limitation any attempt to get any Stakeholder to cease doing business with the Company or any of its affiliates;
(b) request, canvass, advise or induce any individual or entity, including any Stakeholder, to discontinue, withdraw, decrease, limit or cancel, as applicable, its business, relationship, employment or patronage of or with the Company or any of the Company's affiliates;
(c) employ, hire, retain, attempt to hire or otherwise engage the services of, identify or solicit for the sake of hiring, or otherwise obtain the services of any employee, consultant, contractor, investor, advisor, agent, representative, or director of the Company who has (i) worked directly with or for Executive at the Company or (ii) served as any supervisor or manager of Executive at the Company during Executive's employment by the Company at any time within twelve months of the date of Executive's termination for any reason or of any action by or of Executive that violates any aspect of this CRC Agreement; or
(d) make statements or take actions that disparage or are reasonably likely to have the effect of disparaging or being detrimental to the Company or any of its affiliates, including without limitation by making statements to the media or press, on publically accessible internet sites or in any other public forum.
(e) Nothing in paragraph two shall prohibit Executive's inadvertent contact of a Stakeholder by virtue of a mass communication or advertisement that is not directed by Executive to individuals employed at the Company or by a communication that is not ...
Non-Solicitation and Non-Disparagement. During the Period of Employment and for a period of eighteen (18) months thereafter, Executive will not, directly or indirectly: (a) solicit or attempt to solicit any employee 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 business entity; (b) solicit customers, suppliers or clients of the Company to reduce or discontinue their business with the Company or to engage in business with any competing entity; (c) disparage the Company, its business, or its reputation; or (d) otherwise disrupt or interfere with business relationships (whether formed before or after the date of this Agreement) between the Company or any of its affiliates and customers, suppliers, partners, members or investors of the Company or its affiliates.
Non-Solicitation and Non-Disparagement. (a) Employee agrees that during the period of his employment with the Company or any of its subsidiaries and affiliates and for the one (1) year period immediately following termination of such employment (whether such termination with Cause, without Cause, with Good Reason, or for any other reason), the Employee shall not directly or indirectly engage in the recruiting, soliciting or inducing of any employee or employees of the Company to terminate their employment with or otherwise cease their relationship with the Company.
(b) Employee and the Company agree that during Employee's employment with the Company or any of its affiliates, the Employee and the Company will not make any disparaging comments regarding the other (including the Companies subsidiaries and affiliates) or make any disparaging comments concerning any aspect of the termination of the employment relationship. The obligations of the Employee and the Company under this subsection shall not apply to disclosures required by applicable law, regulation or order of any court of governmental agency.
Non-Solicitation and Non-Disparagement. (a) During the Term and for a period of 12 months thereafter, the Executive shall not, directly or indirectly, without the prior written consent of the Company:
(i) Solicit or induce any employee of the Company or any of its affiliates to leave the employ of the Company or any such affiliate; hire for any purpose any employee of the Company; hire for any purpose any former employee of the Company or any affiliate of the Company who left the employment of the Company or any affiliate within the preceding twelve month period;
(b) The Company and the Executive each agree that both prior to and during the Term and at all times thereafter, neither party shall willfully or intentionally, directly or indirectly disparage, whether or not true, the name or reputation of the other party or any of the Company’s affiliates, including but not limited to, any officer, director, employee or shareholder of the Company or any of its affiliates.
(c) The Executive hereby acknowledges that any breach or threatened breach of any of the terms of Section 5 or 6 of hereof will result in substantial, continuing and irreparable injury to the Company. Therefore, in addition to any other remedy that may be available to the Company, the Company will be entitled to seek injunctive or other equitable relief by a court of appropriate jurisdiction, in the event of any breach or threatened breach of the terms of Section 5 or 6 hereof. The Company and the Executive agree that any such action for injunctive or equitable relief shall be heard in a state or federal court located in the State of California and each of the parties hereto agrees to accept service of process by registered or certified mail and to otherwise consent to the jurisdiction of such courts.
(d) The rights and remedies of the Company enumerated in Section 6(d) shall be in addition to and not in lieu of any other rights and remedies available to the Company at law or in equity. If any of the covenants contained in this Section 6, or any part of any of them, is hereafter construed or adjudicated to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants or rights or remedies which shall be given full effect without regard to the invalid portions. If any of the covenants contained in this Section 6 is held to be invalid or unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power...
Non-Solicitation and Non-Disparagement. During the period for which Executive is receiving Severance Benefits from the Company, Executive agrees that during such period of time Executive shall not, directly or indirectly, solicit any employee, independent contractor, consultant or other person or entity in the employment or service of the Company or any of its respective subsidiaries or affiliates (each of the preceding, a “Group Company”), at the time of such solicitation, in any case to (i) terminate such employment or service, and/or (ii) accept employment, or enter into any consulting or other service arrangement, with any person or entity other than a Group Company. In addition, the two years following the Effective Date, the Executive agrees that (a) he will not speak to a third party or publicly act in any manner that is intended to, and does in fact, damage the goodwill or the business of the Company or the business or personal reputations of any of its current or past directors, officers, agents, employees, clients, attorneys or suppliers, and (b) he will refrain from making any statement to the public concerning (i) the Company’s business or its operation or methods of doing business, which is in any way negative or unflattering, or (ii) the Company, its officers, directors, employees, agents, clients, attorneys or suppliers, which is intended to, and does in fact, subject them to any public disrespect, scorn or ridicule, or legal or regulatory action, except in each case as directed or authorized by the Company.
Non-Solicitation and Non-Disparagement. For a two (2) year period after the date of this letter, you agree not to directly or indirectly solicit any employee of Calpine to perform services for another business entity, and not to make any disparaging or derogatory statements about Calpine or its directors, officers, agents or employees.
Non-Solicitation and Non-Disparagement. In consideration for (i) the Company’s promise to provide Confidential Information to Consultant, (ii) the substantial economic investment made by the Company in the Confidential Information and goodwill of the Company, and the business opportunities disclosed or entrusted to Consultant, and (iii) the compensation provided by the Company to Consultant, and (iv) to protect the Company’s Confidential Information, Consultant agrees to enter into the following covenants. For purposes of this Agreement:
Non-Solicitation and Non-Disparagement. A. For a period of one year following the termination of Executive’s employment with the Company, Executive shall not, directly or indirectly, through aid, assistance or counsel, on his own behalf or on behalf of another person or entity (i) solicit or offer to hire any person who was, within a period of six months prior to Executive’s termination, employed by the Company, or (ii) by any means issue or communicate any public statement that may be critical or disparaging of the Company, its products, services, officers, directors or employees; provided the foregoing shall not apply to truthful statements made in compliance with legal process or governmental inquiry.
B. For a period of one year following the termination of Executive’s employment with the Company, the Company shall not by any means issue or communicate any public statement that may be critical or disparaging of the Executive, provided the foregoing shall not apply to truthful statements made in compliance with legal process, governmental inquiry or as required by legal filing or disclosure requirements.
Non-Solicitation and Non-Disparagement. (a) During the Restricted Period (as defined below), Seller shall not, and shall not permit its Affiliates or its or their respective representatives to, directly or indirectly, without the prior written consent of Parent, recruit, solicit, otherwise attempt to hire, employ or engage, or hire, employ or engage, any Key Employee (each Key Employee, a “Restricted Service Provider”) or induce or attempt to induce any Restricted Service Provider to cease providing services to Parent, the Company or any of their respective Affiliates; provided, that the restrictions set forth in this Section 5.20 shall no longer apply to any Key Employee who is not then employed or engaged, and has not been employed or engaged for the preceding three months, by Parent, the Company or any of their respective Affiliates. The “Restricted Period” shall be the period from the date hereof through the second anniversary of the Closing Date.
(b) Seller hereby covenants and agrees that from and after the date hereof, it will not, and will not permit its Affiliates or its or their respective representatives to, directly or indirectly, make any negative or disparaging statements or communications regarding Parent, the Company or any of their respective Affiliates.
