Legal Solicitation Notice

LEGAL SOLICITATION NOTICE

This Legal Solicitation Notice (the "Notice") is made effective as of Effective Date: by and between Notifier Name: with principal address: and Recipient Name: with principal address: .

RECITALS

WHEREAS, Notifier represents that it intends to solicit or engage in communications concerning: (the "Solicitation"); and

WHEREAS, Recipient has an interest in preserving its business relationships, confidential information, and proprietary data that may be affected by the Solicitation; and

WHEREAS, the parties desire to set forth their respective rights, obligations, and remedies with respect to the Solicitation.

NOW, THEREFORE

In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Notice, the following terms shall have the following meanings: "Confidential Information" means proprietary business information, trade secrets, customer lists, pricing, personnel information, and other information reasonably understood to be confidential. "Solicitation" means any direct or indirect communication, approach, inducement, or offer by Notifier to any person or entity identified in Section 2 to change, divert, or cease a business relationship with Recipient.

2. NOTICE OF INTENDED SOLICITATION

Notifier hereby provides notice to Recipient that Notifier intends to engage in the following Solicitation activities during the Notice Period described below:

Notice Period Start:   Notice Period End:

3. PROHIBITED CONDUCT

During the Notice Period and for a period of following its expiration, Notifier shall not, directly or indirectly:

(a) Solicit, induce, or attempt to induce any employee of Recipient to terminate employment with Recipient; or

(b) Solicit business from, divert, or attempt to divert any customer or client of Recipient if such solicitation would reasonably interfere with an existing business relationship of Recipient; or

(c) Use Confidential Information of Recipient for purposes of the Solicitation except as expressly permitted in writing by Recipient.

4. PERMITTED SOLICITATION

The restrictions in Section 3 shall not apply to: (i) general solicitations not specifically targeted at Recipient's employees or customers (such as advertising); (ii) communications initiated by a third party without participation or direction by Notifier; or (iii) activities expressly authorized in writing by Recipient. Any permitted exception must be documented:

5. REMEDIES; INJUNCTIVE RELIEF; LIQUIDATED DAMAGES

Recipient shall be entitled to seek injunctive relief to prevent breaches or threatened breaches of this Notice, in addition to any other remedies available at law or in equity. The parties acknowledge that damages for certain breaches may be difficult to ascertain and agree that liquidated damages in the amount of per breach is a reasonable estimate of anticipated harm, without constituting a penalty.

6. CONFIDENTIALITY

Notifier shall maintain in confidence all Confidential Information disclosed by Recipient in connection with the Solicitation and shall not disclose such information to any third party except as required by law or with the prior written consent of Recipient. The obligation of confidentiality shall survive termination of this Notice for a period of .

7. TERM AND TERMINATION

This Notice shall commence on the Effective Date and shall continue in force until the Notice Period End specified above, unless earlier terminated by mutual written agreement of the parties or by issuance of a court order. Termination shall not relieve Notifier of obligations arising prior to termination.

8. NOTICES

All notices, demands, or other communications required or permitted under this Notice shall be in writing and shall be delivered by hand, certified mail, or nationally recognized overnight courier to the addresses set forth below or to such other address as a party may designate in writing.

9. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment or waiver of any provision of this Notice shall be effective unless in a writing signed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver. This Notice may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

10. GOVERNING LAW; VENUE

This Notice shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising out of this Notice.

11. ENTIRE AGREEMENT; SEVERABILITY

This Notice constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements and understandings, whether written or oral. If any provision of this Notice is declared invalid or unenforceable, the remaining provisions shall remain in full force and effect.

12. MISCELLANEOUS

The parties represent and warrant that they have full authority to enter into this Notice. The remedies provided herein are cumulative and in addition to any other remedies available at law or in equity. Each party shall bear its own costs and attorneys' fees in any dispute unless a court orders otherwise.

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