Legal Non-Solicitation Waiver

LEGAL NON-SOLICITATION WAIVER

This Non-Solicitation Waiver ("Waiver") is made and entered into as of by and between Company Name: , a(n) organized under the laws of , with its principal place of business at , and Other Party Name: , an individual/entity of , residing/located at . Company Name and Other Party Name are each a "Party" and together the "Parties."

RECITALS

WHEREAS, Company Name maintains relationships with employees, independent contractors, consultants, clients and customers that are valuable, confidential and proprietary; and

WHEREAS, Other Party Name has certain rights or obligations under one or more agreements or circumstances that may otherwise restrict solicitation of certain persons or accounts, and the Parties desire to set forth a limited waiver to permit specified solicitations under defined conditions; and

WHEREAS, the Parties intend by this Waiver to identify specific persons, accounts or categories to which the Company will not enforce its non-solicitation rights for the limited scope and duration described herein.

NOW, THEREFORE, in consideration of the mutual covenants and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Solicit" means any communication, solicitation, recruitment, inducement, enticement, or effort (direct or indirect) to hire, retain, or obtain the services of a Covered Person or to divert a Customer or Account away from Company Name.

1.2 "Covered Persons" means employees, independent contractors, consultants, agents, or officers of Company Name who were employed or engaged by Company Name within the prior to the effective date of any solicitation.

1.3 "Customers" or "Accounts" means entities or persons that purchased or received goods or services from Company Name within the preceding the relevant solicitation.

2. NON-SOLICITATION COVENANT

2.1 Except as expressly waived in Section 3 below, Other Party Name agrees that during the Protected Period described in Section 5, Other Party Name shall not directly or indirectly Solicit any Covered Person or Customer of Company Name for the purpose of engaging that Covered Person or diverting business from Company Name.

2.2 The prohibition in Section 2.1 applies to any form of solicitation including, without limitation, in-person contact, telephone, email, social media, online advertising, or through third parties, and includes efforts to encourage a Covered Person or Customer to terminate or reduce a relationship with Company Name.

3. WAIVER — SCOPE AND CONDITIONS

3.1 Company Name hereby grants a limited waiver of its non-solicitation rights solely as to the persons, accounts and circumstances expressly listed in this Section 3. This Waiver does not otherwise release or modify any obligation or restriction not specifically enumerated herein.

3.3 Conditions. The waiver granted in Section 3.1 is conditioned upon Other Party Name's compliance with the conditions set forth in this Waiver, including but not limited to: (a) providing Company Name prior written notice as described in Section 9; (b) refraining from use or disclosure of Confidential Information; and (c) complying with any monetary consideration described in Section 4.

4. CONSIDERATION

In consideration for Company Name's limited waiver and the mutual covenants set forth herein, Other Party Name acknowledges receipt of consideration described as follows:

5. DURATION AND SCOPE

5.1 Protected Period. The waiver applies for a period of beginning on the effective date of this Waiver unless earlier terminated by written agreement of the Parties.

5.2 Geographic Scope. The waiver's geographic scope is limited to .

6. EXCEPTIONS AND LIMITATIONS

6.1 This Waiver does not authorize disclosure of Confidential Information or permit Other Party Name to use Company Name's trade secrets, proprietary processes, pricing data, or customer lists except as expressly permitted in writing by Company Name.

7. REMEDIES

7.1 Injunctive Relief. The Parties agree that any breach of this Waiver may cause irreparable harm for which monetary damages would be inadequate, and Company Name shall be entitled to seek injunctive and equitable relief without posting bond in addition to any other remedies available at law or in equity.

7.2 Remedies Cumulative. All remedies set forth in this Waiver are cumulative and not exclusive.

8. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that it has full power and authority to enter into this Waiver, that the person signing on its behalf is duly authorized, and that this Waiver constitutes a valid, binding and enforceable obligation of such Party.

9. NOTICES

All notices, requests, demands and other communications required or permitted under this Waiver shall be in writing and shall be delivered to the Parties at the addresses set forth below or at such other address as either Party may designate by notice to the other in accordance with this Section.

10. MISCELLANEOUS

10.1 Governing Law. This Waiver shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles.

10.2 Entire Agreement. This Waiver constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

10.3 Amendments; Waiver. Any amendment to this Waiver must be in writing and signed by both Parties. No waiver of any provision shall be effective unless in writing and signed by the Party granting the waiver.

10.4 Severability. If any provision of this Waiver is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

10.5 Counterparts. This Waiver may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed signature page by electronic transmission shall be effective to bind the delivering Party.

AUTHORITY

Each person signing this Waiver represents and warrants that he or she is authorized to execute this Waiver on behalf of the Party for which he or she signs and that the Party shall be bound thereby.

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