Common use of Non-Solicitation by Parent Clause in Contracts

Non-Solicitation by Parent. Parent agrees, to the maximum extent not violative of applicable Laws, that for a period of twelve (12) months following the Effective Time, it will not, nor will it permit any of its Affiliates to, directly or indirectly, solicit for employment any employee of SpinCo or any of its Affiliates who is employed by SpinCo or any of its Affiliates; provided, however, that the foregoing shall not apply to (i) general solicitations, such as through newspaper advertisements not directed at SpinCo employees; (ii) any SpinCo employee whose employment with SpinCo or any of its Affiliates is terminated by SpinCo or any of its Affiliates; or (iii) any employee who independently contacts Parent or any of its Affiliates for purposes of locating employment or engagement without any solicitation or knowing encouragement by Parent.

Non-Solicitation by Parent. Parent agrees, to the maximum extent not violative of applicable Laws, that for a period of twelve (12) 12 months following the Effective Time, it will not, nor will it permit any of its Affiliates to, directly or indirectly, solicit for employment any employee of SpinCo or any of its Affiliates who is employed by SpinCo or any of its Affiliates; provided, however, that the foregoing shall not apply to (i) general solicitations, such as through newspaper advertisements not directed at SpinCo employees; (ii) any SpinCo employee whose employment with SpinCo or any of its Affiliates is terminated by SpinCo or any of its Affiliates; or (iii) any employee who independently contacts Parent or any of its Affiliates for purposes of locating employment or engagement without any solicitation or knowing encouragement by Parent.