Non-Solicitation Sample Clauses

Non-Solicitation. The Executive agrees that, during his employment and for the Restricted Period, the Executive shall not, directly or indirectly, other than in connection with the proper performance of his duties in his capacity as an executive of the Company, (a) interfere with or attempt to interfere with any relationship between the Company Group and any of its employees, consultants, independent contractors, agents or representatives, (b) employ, hire or otherwise engage, or attempt to employ, hire or otherwise engage, any current or former employee, consultant, independent contractor, agent or representative of the Company Group in a business competitive with the Company Group, (c) solicit the business or accounts of the Company Group or (d) divert or attempt to direct from the Company Group any business or interfere with any relationship between the Company Group and any of its clients, suppliers, customers or other business relations. As used herein, the term “indirectly” shall include, without limitation, the Executive’s permitting the use of the Executive’s name by any competitor of any member of the Company Group to induce or interfere with any employee or business relationship of any member of the Company Group.
Non-Solicitation. During the period commencing on the Effective Date and ending one year following the Termination Date, the Company shall not, without the Advisor’s prior written consent, directly or indirectly; (i) solicit or encourage any person to leave the employment or other service of the Advisor or its Affiliates; or (ii) hire, on behalf of the Company or any other person or entity, any person who has left the employment within the one year period following the termination of that person’s employment with the Advisor or its Affiliates. During the period commencing on the date hereof through and ending one year following the Termination Date, the Company will not, whether for its own account or for the account of any other Person, intentionally interfere with the relationship of the Advisor or its Affiliates with, or endeavor to entice away from the Advisor or its Affiliates, any person who during the term of the Agreement is, or during the preceding one-year period, was a tenant, co-investor, co-developer, joint venturer or other customer of the Advisor or its Affiliates.
Non-Solicitation. During the term of his or her employment by the Company and for a period of two (2) years after the date his or her employment with the Company ends for any reason, Employee will not, directly or indirectly, (a) hire, engage or solicit to hire or engage any individual who is engaged as a contractor or consultant or employed by the Company or who was engaged as a contractor or consultant or employed by the Company within six months of the proposed solicitation, hire or engagement, (b) otherwise induce or attempt to induce any individual who is engaged as a contractor or consultant or employed by the Company to terminate such engagement or employment, (c) in any way interfere with the relationship between the Company and any individual who is engaged as a contractor or consultant or employed by the Company; (d) contact, solicit, divert, appropriate or call upon with the intent of doing business with (other than for the exclusive benefit of the Company) any customer of the Company if the purpose of such activity is to solicit such customer or prospective customer for a Competing Business, to encourage such customer to discontinue, reduce or adversely alter the amount of such customer’s business with the Company or to otherwise interfere with the Company’s relationship with such customer, or (e) in any way interfere with the Company’s relationship with any supplier, manufacturer, service provider or other business relation of the Company.
See more samples of Non-Solicitation

Non-Solicitation: Everything you need to know

A non-solicitation agreement is usually signed by top-level executives, managers, and employees of any business. It protects the company's information while ensuring consumer loyalty to the business rather than the people associated with the business. It is a document or a clause within a document designed to protect the clients as well as employees of an organization.

Losing one's employees or clients due to creative differences can be financially stressful for any organization. Non-solicitation basically helps in ensuring that a former employee or client wouldn't try to steal your ideas or current clients after parting with the company. This helps in steering clear of any threat that a competitor could pose because of leaked information.

A non-solicitation agreement is a safety net for any organization. It helps in canceling out any potential threat that firing an employee might pose in the future. It helps the organization feel secure and, in turn, helps in making decisions without the fear of any information getting leaked.

A non-solicitation agreement is a contract by which an employee is bound by the law not to solicit a company's clients, customers, or employees for his or her own benefit. Neither can the employee do any solicitation for a competitor of the previous employer after leaving the company. Any business owner needs to know a few things about the same in order to use it and protect themselves from any wrongdoings. Here is everything you need to know about the agreement:

1. Where is a non-solicitation agreement used?

A non-solicitation agreement can be used by all organizations. Businesses with a less diverse consumer pool must be more careful. For example, a business selling something as simple as car parts can have an ex-employee reveal its pricing schedule in front of a rival. This could potentially lead to the business closing down because the rival would know exactly what tactics you use for marketing.

2. When is a non-solicitation agreement signed?

This type of agreement can be presented to you before joining the firm while working at the firm or while parting ways with the firm.

3. What makes a non-solicitation agreement enforceable?

In order for the agreement to be enforceable, the employer must make sure that,

  • The employer has a valid reason for enforcing this contract.
  • The employer's customer base is not readily available to the public.
  • Employees and consumers are given a choice to leave at their own will.
  • The contract is not ambiguous.

4. What must a non-solicitation agreement include?

There are 3 things that need to be included in a typical non-solicitation agreement:

  • The contract must mention how long the employee needs to abide by the agreement, taking their term of employment into consideration and in what geographical area it is applicable.
  • Before signing the agreement, it is necessary for the employee to give a statement stating that he/she has received sufficient consideration.
  • Also, the employee needs to give a statement that he/she won't violate the agreement.

Why is non-solicitation important?

Non-solicitation agreements are tools that are routinely used by organizations to minimize the value of tangible as well as intangible assets. Let use an example through the film industry.

Imagine a scenario where a creative director hires a renowned set designer to work with, who gets a substantial amount of investors or new clients for the agency. After a certain period, they start having creative differences, because of which the assistant decides to part ways with the agency.

In this situation, a non-solicitation agreement can help in convincing the set designer to stay till the end of that project. It is a way to keep the clients and your ideas safe and continue with the project with a minor setback.

Now, in this situation, if the set designer wouldn't have signed the agreement, he/she could've gone to a rival company with the same clients as well as ideas without any legal repercussion. It can be requested either before getting into business with the employee or client or after the business relationship comes to an end.

In the movie Jerry Maguire, Tom Cruise's character gets fired from a sports agency. He tries to get his co-worker and clients to leave along with him. He successfully gets just one client, Rod Tidwell, to leave with him. Now, the number is small, but every client matters for a business.

In this situation, if Jerry Maguire would've signed a non-solicitation agreement while joining, he would've had to face major legal consequences for pulling such a stunt. In real life, if he would've tried to poach a client and a partner after signing the agreement, his agency could've sued him for the same.

A few more examples explained through case studies

Netflix vs. Fox Studios

In 2016, Fox Studios and Netflix made headlines because of a poaching battle between the two. Netflix had allegedly poached Fox Studios' employees. They are currently the promotions and drama programming development bigwigs at Netflix, Marco Waltenberg and Tara Flynn.

Now, in this situation, the employees had signed an employment contract with Fox Studios. Due to this, they could fight a legal fight. At the same time, a non-solicitation agreement would've helped in protecting actors and other staff working at Fox Studios from leaving with them.

Tech CEOs

In 2015, the world's topmost companies, Apple, Google, Intel, and Adobe, had to face a lawsuit due to a secret agreement between the companies. They had to pay $415 million for having a role in this pact. This was supposed to be a no-poach pact wherein the CEOs of the companies had amicably decided not to poach each other's employees.

This arrangement was perfect for them, but their employees were infuriated. They felt that these companies had restricted their professional growth process. Such a pact not only restricted their ability to grow in Information technology but also stifled their attempts to earn higher salaries.

Now, this pact was a by-product of the insecurity of the CEOs over their confidential data and employee reliability. They didn't want any information to get leaked through their employees. A non-solicitation agreement sees to it that no employee can leak information about their former company. Such a clause or document helps the company to feel secure about letting their employees go.

No matter what kind of business you are starting, it is always better to be safe than sorry. A non-solicitation is a metaphorical shell that can protect a company's valuable information as well as clientele. Prevention is always better than cure and you don't want to lose out on an opportunity to turn the vision for your business into a reality because of a third person. Just like you need the support of your peers in life, you need the support of the law when it comes to business.

More Samples of Non-Solicitation

Non-Solicitation. The Executive further agrees that as long as the Agreement remains in effect and for a period of one (1) year from its termination, the Executive will not divert any business of the Company and/or its affiliates or any customers or suppliers of the Company and/or the Company’s and/or its affiliates’ business to any other person, entity or competitor, or induce or attempt to induce, directly or indirectly, any person to leave his or her employment with the Company.
Non-Solicitation. From and after the Closing Date, the Seller and any of its affiliates hereby agrees that it will not take any action or permit or cause any action to be taken by any of its agents or affiliates, or by any independent contractors on its behalf, to personally, by telephone or mail, solicit a Mortgagor under any Mortgage Loan for the purpose of refinancing a Mortgage Loan, in whole or in part, without the prior written consent of the Purchaser. It is understood and agreed that all rights and benefits relating to the solicitation of any Mortgagors and the attendant rights, title and interest in and to the list of such Mortgagors and data relating to their Mortgages (including insurance renewal dates) shall be transferred to the Purchaser pursuant hereto on the Closing Date and neither the Seller nor any of its respective affiliates shall take any action to undermine these rights and benefits. Notwithstanding the foregoing, it is understood and agreed that the Seller or any of its respective affiliates may advertise its availability for handling refinancings of mortgages in its portfolio, including the promotion of terms it has available for such refinancings, through the sending of letters or promotional material, so long as it does not specifically target Mortgagors and so long as such promotional material either is sent to the mortgagors for all of the mortgages in the A-quality servicing portfolio of the Seller and any of its affiliates (those it owns as well as those serviced for others) or sent to all of the mortgagors who have specific types of mortgages (such as FHA, VA, conventional fixed-rate or conventional adjustable-rate), or sent to those mortgagors whose mortgages fall within specific interest rate ranges. Promotions undertaken by the Seller or by any affiliate of the Seller which are directed to the general public at large (including, without limitation, mass mailing based on commercially acquired mailing lists, newspaper, radio and television advertisements), shall not constitute solicitation under this Section 30.
Non-Solicitation. During Executive’s employment by the Company and for a period equal to the greater of the Restriction Period or one year after the effective date of termination, Executive will not, except with the prior written consent of the Company, (i) directly or indirectly, solicit or hire, or encourage the solicitation or hiring of, any person who is, or was within a six month period prior to such solicitation or hiring, an executive or management employee of the Company or any of its affiliates for any position as an employee, independent contractor, consultant or otherwise or (ii) divert or attempt to divert any existing business of the Company or any of its affiliates.
Non-Solicitation. I agree that during the Non-Compete Period, I will not directly or indirectly (i) induce or attempt to induce any employee, contractor or agent of any of the Companies to terminate his/her relationship with any of the Companies, (ii) in any way materially interfere with the relationship between any of the Companies and any employee, contractor or agent of any of the Companies, (iii) hire or attempt to hire, directly or through any entity, any person who was an employee, contractor or agent of any of the Companies at any time during the Non-Compete Period, or (iv) induce or attempt to induce any partner, client, referral source, customer, supplier, licensee, or any other person with a business relationship with any of the Companies to cease or reduce their business with the Company or to do business with any other person, business or entity.
Non-Solicitation. During the Directorship Term and for a period of three (3) years thereafter, the Director shall not interfere with the Company’s relationship with, or endeavor to entice away from the Company, any person who, on the date of the termination of the Directorship Term and/or at any time during the one year period prior to the termination of the Directorship Term, was an employee or customer of the Company or otherwise had a material business relationship with the Company.
Non-Solicitation. During the term of this Agreement and for one (1) year thereafter, the Fund shall not (with the exceptions noted in the immediately succeeding sentence) knowingly solicit or recruit for employment or hire any of BNY Mellon’s employees, and the Fund shall cause the Fund’s sponsor and any affiliates of the Fund to not (with the exceptions noted in the immediately succeeding sentence) knowingly solicit or recruit for employment or hire any of BNY Mellon’s employees. To “knowingly” solicit, recruit or hire within the meaning of this provision does not include, and therefore does not prohibit, solicitation, recruitment or hiring of a BNY Mellon employee by the Fund, the Fund’s sponsor or an affiliate of the Fund if the BNY Mellon employee was identified by such entity solely as a result of the BNY Mellon employee’s response to a general advertisement by such entity in a publication of trade or industry interest or other similar general solicitation by such entity.
Non-Solicitation. In addition to each Executive’s obligations under the Confidential Information Agreement, Executive shall not for a period of two (2) years following Executive’s termination of employment for any reason, either on Executive’s own account or jointly with or as a manager, agent, officer, employee, consultant, partner, joint venturer, owner or stockholder or otherwise on behalf of any other person, firm or corporation, directly or indirectly solicit or attempt to solicit away from the Company any of its officers or employees or offer employment to any person who is an officer or employee of the Company; provided, however, that a general advertisement to which an employee of the Company responds shall in no event be deemed to result in a breach of this Section 10(b). Executive also agrees not to harass or disparage the Company or its employees, clients, directors or agents or divert or attempt to divert any actual or potential business of the Company.