Nonsolicitation; No-Hire Clause Samples

Nonsolicitation; No-Hire. For a period of one year beginning on the effective date of the termination of Executive’s employment with the Company or any other Qwest entity, regardless of the reason for the termination and regardless of the party bringing about the termination, Executive agrees not to induce any employee of Qwest to leave Qwest’s employment. This agreement means, among other things, that Executive may not have any part in hiring anyone who is a Qwest employee, even if Executive is contacted by the Qwest employee first. For these purposes, employees of Qwest shall include all persons who are employed by the Company or any other Qwest entity at the time Executive violates this paragraph 8 or were employed by the Company or any other Qwest entity at any time during the six months preceding such violation. If a court determines that this provision is too broad, Executive and Company agree that the court should modify the provision to the extent (but not more than is) necessary to make the provision enforceable.

Nonsolicitation; No-Hire. During the Restricted Period, Employee shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company, Employer or any of their respective Subsidiaries to leave the employ of the Company, Employer or such Subsidiary, or in any way interfere with the relationship between the Company, Employer or any of their respective Subsidiaries and any employee thereof, (ii) hire any employee of the Company, Employer or any of their respective Subsidiaries or hire any former employee of the Company, Employer or any of their respective Subsidiaries within one year after such person ceased to be an employee of the Company, Employer or any of their respective Subsidiaries, (iii) induce or attempt to induce any customer, supplier, licensee or other business relation of the Company, Employer or any of their respective Subsidiaries to cease doing business with the Company, Employer or such Subsidiary or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company, Employer or any such Subsidiary, (iv) directly or indirectly acquire or attempt to acquire an interest in any business relating to the business of the Company, Employer or any of their respective Subsidiaries and with which the Company, Employer or any of their respective Subsidiaries has entertained discussions or has requested and received information relating to the acquisition of such business by the Company, Employer or any of their respective Subsidiaries at any time within the two-year period immediately preceding a Separation (an “Acquisition Target”) or (v) provide services to any entity that acquires or attempts to acquire any Acquisition Target.

Nonsolicitation; No-Hire. In further consideration of the payments by the Company to the Executive pursuant to this Agreement, the Executive hereby covenants and agrees that, during the Term and for the two-year period following the date of the Executive’s termination for any reason, the Executive shall not knowingly (i) attempt to influence, persuade or induce, or assist any other person in so influencing, persuading or inducing, any employee or independent contractor of the Company Group to give up, or to not commence, employment or a business relationship with the Company Group, (ii) unless otherwise in contravention of applicable law, directly, or indirectly through direction to any third party, hire or engage, or cause to be hired or engaged, any person who is or was an employee or independent contractor of the Company Group, or (iii) attempt to influence, persuade or induce, or assist any other person in so influencing, persuading or inducing, any agent, consultant, vendor, supplier or customer of the Company Group to give up or not commence, a business relationship with the Company Group.

Nonsolicitation; No-Hire. During the Employment Term, and for 12 months after the Date of Termination, the Executive shall not, directly or indirectly, (1) solicit for employment or hire, other than on behalf of the Company, any person (other than any personal secretary or assistant hired to work directly for the Executive) employed by the Company or its affiliated companies as of the Date of Termination, (2) solicit for employment or hire, other than on behalf of the Company, any person known by the Executive (after reasonable inquiry) to be employed at the time by the Company or its affiliated companies as of the date of the solicitation or (3) solicit any customer or other person with a business relationship with the Company or any of its affiliated companies to terminate, curtail or otherwise limit such business relationship.

Nonsolicitation; No-Hire. For a term commencing on the Closing Date and ending on the three-year anniversary of the Closing Date: (a) without the prior written consent of Buyer, WIMC and Seller shall not, and WIMC and Seller shall cause their Affiliates and their respective Representatives acting on behalf of them not to, directly or indirectly, in any individual, representative or other capacity (i) solicit for employment or hire any Continuing Employee who is on the date of such solicitation or hiring, or who within six (6) months preceding the date of such solicitation or hiring was, employed by Buyer or any Affiliate or (ii) otherwise seek to influence or alter any Continuing Employee’s relationship with his or her employer; and (b) without the prior written consent of Seller, Buyer and its Affiliates shall not, and each of them shall cause its Representatives acting on its behalf not to, directly or indirectly, in any individual, representative or other capacity solicit for employment or hire any individual set forth on Section 5.6(b) of the Disclosure Schedule or otherwise seek to influence or alter any such individual’s relationship with his or her employer. The foregoing limitations, however, do not prohibit each party or its Representatives from: (i) soliciting for employment or hiring officers, directors or employees of the other party through general job advertisements or similar notices (such as advertisements, Internet job board postings or similar solicitations) that are not targeted specifically at the officers, directors or employees of the other party or (ii) soliciting or hiring any officer, director or employee whose employment has been terminated by the other party or who otherwise ceases to be employed by the other party prior to any solicitation by such party and (if Section 5.6(a) applies to such individual) as to which the six (6) month period referred to in Section 5.6(a) has elapsed.

Nonsolicitation; No-Hire. In further consideration of the payments by the Company to the Executive pursuant to this Agreement, the Executive hereby covenants and agrees that, during the Covenant Period and for an additional 12 months thereafter, the Executive shall not knowingly (i) attempt to influence, persuade or induce, or assist any other person in so influencing, persuading or inducing, any employee or independent contractor of the Company Group to give up, or to not commence, employment or a business relationship with the Company Group, (ii) directly or indirectly hire or engage, or cause to be hired or engaged, any person who is or was an employee or independent contractor of the Company Group or (iii) attempt to influence, persuade or induce, or assist any other person in so influencing, persuading or inducing, any agent, consultant, vendor, supplier or customer of the Company Group to give up or not commence, a business relationship with the Company Group.

Nonsolicitation; No-Hire. In further consideration of the payments by the Company to Executive pursuant to this Agreement, Executive hereby covenants and agrees that Executive shall not, directly or indirectly, (i) at all times during which Executive is employed by the Company Group and during the period commencing on the date of such termination and ending on the second anniversary of the date of such termination (A) induce or attempt to induce any employee or consultant of the Company Group to leave the employ or services of the Company Group, or in any way interfere with the relationship between the Company Group and any employee or consultant thereof or (B) except in the performance of Executive's duties for the Company Group, hire any person who was an employee of the Company Group at any time during the six (6) month period immediately prior to the date on which such hiring would take place (it being conclusively presumed by the Parties so as to avoid any disputes under this Section 7(b) that any such hiring within such six (6) month period is in violation of subclause (A) above), and (ii) during the Restricted Period, call on, solicit or service any customer, supplier, licensee, licensor or other business relation of the Company Group in order to induce or attempt to induce such person to cease doing business with, or reduce the amount of business conducted with, the Company Group, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation of the Company Group.

Nonsolicitation; No-Hire. From the date of this Agreement until the earlier to occur of the closing of the Merger and the […***…] of the date of termination of this Agreement (the “Applicable Period”), neither Party will directly or indirectly encourage or solicit any employee or consultant to leave the employ of the other without the other Party’s prior written consent. During the Applicable Period, AMCC shall not hire any employee or technical consultant (or former employee or technical consultant) of Company except for such current or former employees or technical consultants of Company who provided services to AMCC in any capacity on or after the date that is […***…]. During the Applicable Period, Company shall not hire any employee or technical consultant (or former employee or technical consultant) of AMCC except for (a) such current or former employees or technical consultants of AMCC who provided services to Company in any capacity on or after the date of incorporation of Company and (b) such individuals set forth on Schedule 10.2 hereof.

Nonsolicitation; No-Hire. (a) The Employee agrees that, for a period of one year following the Date of Termination, neither he nor ▇▇▇▇▇▇▇ & Marsal, Inc. ("A&M") will solicit or recruit any then current employee of the Companies nor will the Employee solicit or recruit any such person acting on behalf of a third party during such one-year period and agrees further that for a period of one year following the Date of Termination neither he nor A&M will solicit or recruit any person who had been an employee of the Companies at any point during the Employment Period but who was no longer employed by any of the Companies on the Date of Termination; provided, however, that this section 9(a) shall not prohibit Employee or A&M from responding to inquiries that were initiated by such employee on or after the date that is six months following the Date of Termination or a third party from soliciting or recruiting any such person without the Employee's assistance. (b) The Employee agrees that, for a period of six months following the Date of Termination, neither he nor A&M will hire any then current employee of the Companies and agrees further that for a period of six months following the Date of Termination neither he nor A&M will hire any person who had been an employee of the Companies at any point during the Employment Period but who was no longer employed by any of the Companies on the Date of Termination. (c) The Employee agrees that following the Date of Termination, neither he nor A&M will hire any employee of a division or subsidiary that was sold to a third party during the Employment Period who was an employee of such division or subsidiary at the time of such sale until the end of the period ending six-months after the date of the consummation of the sale of such operating division or subsidiary. (d) Notwithstanding any other provision of this Agreement, nothing shall affect the Employee's or A&M's right to directly or indirectly hire or offer employment in any capacity to any of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇. Further, upon the prior written consent of Warnaco, the Employee or A&M may take any action that would otherwise be prohibited by sections 9(a), (b) or (c) hereof. (e) In view of the nature of the Employee's employment with the Companies, the Employee agrees that the Companies would be irreparably harmed by any hiring, solicitation or recruitment in violation of the terms of this section 9 and that the Companies shall therefore ...