No Hiring Agreement

NO HIRING AGREEMENT

This No Hiring Agreement (the "Agreement") is entered into as of by and between Party A: , principal place of business at , and Party B: , principal place of business at . Each of the foregoing may be referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, each Party employs or retains individuals, contractors, and consultants whose services are material to its business operations; and

WHEREAS, the Parties desire to protect their respective workforces, confidential information and business relationships by agreeing to restrict direct hiring and solicitation of each other's personnel under the terms set forth below; and

WHEREAS, the Parties intend these restrictions to be reasonable in scope, duration and geographic extent in light of the legitimate business interests they protect.

NOW, THEREFORE

In consideration of the mutual covenants 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 Agreement, (a) "Protected Person" means any individual who, at any time during the Term, is an employee, consultant, independent contractor, or officer of a Party and whose work or information is material to that Party's business; (b) "Solicit" or "Solicitation" means any direct or indirect request, encouragement, inducement or attempt to cause a Protected Person to terminate or change an employment, consulting, contractor or other engagement relationship with a Party; and (c) "Term" means the period set forth in Section 4.

2. NO HIRING / NON-SOLICITATION

During the Term, neither Party shall, directly or indirectly, on its own behalf or on behalf of any other person or entity, (i) solicit, encourage or induce any Protected Person of the other Party to terminate or alter that Protected Person's employment or engagement with the other Party, or (ii) hire, employ, engage, retain or otherwise accept the services of any Protected Person of the other Party, except as expressly permitted by this Agreement.

3. PERMITTED EXCEPTIONS

The prohibitions in Section 2 shall not apply to:

1. Responses to general advertisements or solicitations not specifically directed at the employees or contractors of the other Party.
2. Hiring of any Protected Person who, without any direct or indirect solicitation by the hiring Party, responds to a general public job posting and is hired following a bona fide independent selection process.
3. Any individual whose employment or engagement with the other Party terminated at least months prior to the date of any solicitation or hiring by the other Party.
4. Hiring of a Protected Person where the hiring Party obtains the prior written consent of the other Party specifying the individual to be hired.

4. TERM

This Agreement shall commence on the Effective Date and shall continue for a period of months thereafter, unless earlier terminated by mutual written agreement of the Parties.

5. CONSIDERATION

The Parties acknowledge that the mutual promises contained in this Agreement constitute sufficient and valuable consideration. If monetary consideration is provided, describe below:

6. CONFIDENTIALITY

Each Party shall maintain in confidence all non-public information received from the other Party that a reasonable person would understand to be confidential ("Confidential Information"). Nothing in this Agreement permits a Party to use Confidential Information except as necessary to exercise rights and perform obligations under this Agreement. Confidential Information does not include information that is or becomes generally available to the public through no fault of the receiving Party.

7. REMEDIES

The Parties agree that a breach of Section 2 would cause irreparable harm for which monetary damages would be inadequate. Accordingly, in addition to any other remedies available at law or in equity, the non-breaching Party shall be entitled to seek injunctive relief to prevent or curtail any actual or threatened breach without the necessity of posting a bond. The Parties further agree that reasonable attorneys' fees and costs incurred in enforcing this Agreement shall be recoverable by the prevailing Party.

8. NO WAIVER; SEVERABILITY

Failure by a Party to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, that provision shall be reformed to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

9. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below by hand delivery, registered mail, or overnight courier, and shall be effective upon receipt.

10. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to principles of conflicts of law.

11. ENTIRE AGREEMENT; AMENDMENTS

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings. This Agreement may be amended only by a written instrument signed by authorized representatives of both Parties.

12. COUNTERPARTS

This Agreement 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. Signatures transmitted by electronic means shall be deemed original signatures for all purposes.

ADDITIONAL TERMS

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