Common use of Non-Solicitation; Non-Disparagement Clause in Contracts

Non-Solicitation; Non-Disparagement. (a) Without limiting the terms of the Confidentiality Agreement, Executive agrees that during his employment with the Company and for a period of 12 months thereafter, he shall not, on his own behalf or on behalf of or in connection with any other person, without the prior written consent of the Company, directly or indirectly, in any capacity whatsoever, alone or through or in connection with any person, solicit the employment or engagement of or otherwise entice away from the employment or engagement of the Company or any of its affiliates, any individual who is employed or engaged by the Company or any of its affiliates. (b) Executive agrees that he shall not make negative statements or representations, or otherwise communicate negatively, directly or indirectly, in writing, orally, or otherwise, or take any action which may, directly or indirectly, disparage or be damaging to the Company, its subsidiaries, affiliates, successors or their officers, directors, employees, business or reputation; provided that nothing herein shall prevent Executive from responding accurately and fully to any question, inquiry or request for information when required by law or legal process. (c) Company shall direct its executives, and shall request in writing that the executives of the successor to the Company, not make negative statements or representations, or otherwise communicate negatively, directly or indirectly, in writing, orally, or otherwise, or take any action which may, directly or indirectly, disparage or be damaging to Executive or Executive’s reputation; provided that nothing herein shall prevent executives of the Company or the successor to the Company from responding accurately and fully to any question, inquiry or request for information when required by law or legal process.

Non-Solicitation; Non-Disparagement. (a) Without limiting the terms While an employee of the Confidentiality AgreementCompany, Executive agrees that during his and for the one-year period following termination of Executive’s employment with the Company and for a period of 12 months thereafterany reason, he (i) Executive shall not, on his not (whether for Executive’s own behalf account or on behalf of or in connection with any other person, without the prior written consent of the Companycorporation, partnership, or other business entity, and whether directly or indirectly) (A) solicit, in recruit or hire any capacity whatsoever, alone or through or in connection with any person, solicit the employment or engagement of or otherwise entice away from the employment or engagement employees of the Company or any of its affiliatessubsidiaries or Affiliates or any persons who within one year of such solicitation, any individual who is employed recruitment or engaged by hiring have worked for the Company or any of its affiliates. subsidiaries or Affiliates; (bB) Executive agrees that he shall not make negative statements solicit or representations, encourage any employee of Company or otherwise communicate negatively, directly any of its subsidiaries or indirectly, in writing, orally, or otherwise, or take any action which may, directly or indirectly, disparage or be damaging Affiliates to leave the Company, its subsidiaries, affiliates, successors or their officers, directors, employees, business or reputation; provided that nothing herein shall prevent Executive from responding accurately and fully to any question, inquiry or request for information when required by law or legal process. (c) Company shall direct its executives, and shall request in writing that the executives of the successor to the Company, not make negative statements or representations, or otherwise communicate negatively, directly or indirectly, in writing, orally, or otherwise, or take any action which may, directly or indirectly, disparage or be damaging to Executive or Executive’s reputation; provided that nothing herein shall prevent executives services of the Company or any of its subsidiaries or Affiliates; and (C) intentionally interfere with the successor to relationship of the Company from or any of its subsidiaries or Affiliates with any person who or which is employed by or otherwise engaged to perform services for the Company or any of its subsidiaries or Affiliates; provided, however, that neither (1) the general advertisement for employees or the general solicitation of employees by a recruiter or (2) Executive’s being named as an employment reference for a current or former employee of the Company and responding accurately to ordinary course inquiries made of Executive by prospective employers of such employee in connection with such reference, shall be deemed a violation of this clause (i) and fully (ii) neither Executive nor the Company shall publicly or with the intent to become public make any questionstatements, inquiry written or request for information when required by law oral, which disparage or legal processdefame the goodwill or reputation of, in Executive’s case, the Company formally or, its directors or senior officers or, in the Company’s case, Executive.