A non-solicitation agreement is a contract clause prohibiting an individual from soliciting a company's clients or employees for a specified period after leaving the organization. This clause is designed to protect a business's relationships and workforce from being disrupted by former employees or business partners.
I am entering into this Non-Solicitation Agreement in conjunction with my continued participation in the International Paper Long Term Incentive Plan and acknowledge this provides adequate and significant consideration for my willingness to enter into this Non-Solicitation Agreement.
Duty to Show Non-Solicitation Agreement to Prospective Employers. During my employment with International Paper and for twenty-four (24) months thereafter, I shall, prior to accepting other employment, provide a copy of this Non-Solicitation Agreement to any recruiter who assists me in locating employment other than with International Paper and to any prospective employer with which I discuss potential employment.
Termination of Non-Solicitation Agreement. This Non-Solicitation Agreement shall not be terminated prior to the expiration of the Customer Non-Solicitation Period except by mutual written agreement of the parties in accordance with the requirements of Paragraph 11, below.
IN WITNESS WHEREOF, the parties have executed this Non-Solicitation Agreement to be effective as of the date below.
Confidentiality and Non-Solicitation Agreement. As a condition of this Agreement, Employee is required to execute the Confidentiality and Non-Solicitation Agreement that is attached hereto as Exhibit B. The Confidentiality and Non-Solicitation Agreement must be executed by Employee once, within five (5) days after Employee signs this Agreement. If Employee does not execute the Confidentiality and Non-Solicitation Agreement within this 5-day period, then this Agreement shall be null and void and Employee shall be entitled to no separation payment or benefit under Article 3 of this Agreement (i.e., Employee's separation from employment will be governed by Section 3.3(a)). For the avoidance of doubt, Employee is not required to execute the Confidentiality and Non-Solicitation Agreement as a condition of any renewal of this Agreement. Nothing in this Agreement is intended to or does limit Employer from requiring Employee to enter into agreements containing restrictive covenants, including confidential information, non-solicitation, and non-competition covenants, in the future.
Notice. Employee agrees and acknowledges that Employer provided Employee with notification of the requirement to sign the Confidentiality and Non-Solicitation Agreement more than fourteen days before the effective date of this Agreement and more than fourteen days before Employer provided Employee any consideration in accordance with this Agreement, and that notice included a copy of the Confidentiality and Non-Solicitation Agreement, a statement that the Confidentiality and Non-Solicitation Agreement could limit Employee's options for employment in the future, and directed Employee to Articles 2 and 3 of the Confidentiality and Non-Solicitation Agreement, which contain the restrictive covenants. If Employee has not already done so, Employee is required to sign the notice regarding the Confidentiality and Non-Solicitation Agreement and, if Employee fails to do so, this Agreement shall be treated as null and void and Employee shall be entitled to no separation payment or benefit under Article 3 of this Agreement (i.e., Employee's separation from employment will be governed by Section 3.3(a)).
No Solicitation. The Covenantor agrees that during the Non-Competition Period, the Covenantor shall not directly or indirectly, personally or through others, encourage, induce, solicit or attempt thereof (on the Covenantor’s own behalf or on behalf of any other Person) (i) any director or officer or employee of the Company to leave the employ of the Company or (ii) any vendor or customer of the Company to cease supplying the Company or purchasing services or goods from the Company.
Non-Competition and Non-Solicitation Agreement Simultaneously with the execution of the Business Combination Agreement, certain shareholders and officers (each, a “Subject Party”) of the Company each entered into a non-competition and non-solicitation agreement with Finnovate, Pubco, the Company, and the Sponsor (collectively, the “Non-Competition and Non-Solicitation Agreement”). Under the Non-Competition and Non-Solicitation Agreement, the Subject Party agrees not to compete with Pubco, the Sponsor, Finnovate, the Company and their respective affiliates during the three-year period following the Closing and, during such three-year restricted period, not to solicit employees or customers of such entities. The Non-Competition and Non-Solicitation Agreement also contains customary confidentiality and non-disparagement provisions. A copy of the Non-Competition and Non-Solicitation Agreement is filed as Exhibit 10.6 to this Current Report on Form 8-K and is incorporated herein by reference, and the foregoing description of the form of Non-Competition and Non-Solicitation Agreement is qualified in its entirety by reference thereto.
You also agree that for a period of six (6) or twelve (12) months, whichever is applicable, after your employment with the Company ends, you will inform your potential and actual future employers of your obligations under this Non-Solicitation Agreement. You agree and acknowledge that this Non-Solicitation Agreement is a material provision of the foregoing Award Agreement and your continuing employment with the Company. Accordingly, in the event it is established in a court of competent jurisdiction that you have breached this Non-Solicitation Agreement, in addition to any other remedies, damages and relief that may be available to the Company at law or in equity, you agree that you shall be required to reimburse the Company for the amount of any reasonable attorneys’ fees and costs incurred by it in connection with such breach or any action against you as a result thereof.
Non-Solicitation; Non-Interference. Woodside agrees that for a period of 24 months from the Effective Date of this Agreement, he shall not, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (i) solicit, aid or induce any customer of Traeger or any of its Affiliates to purchase goods or services then sold by Traeger or any of its Affiliates from another person, firm, corporation or other entity or assist or aid any other person or entity in identifying or soliciting any such customer, (ii) solicit, aid or induce any employee, representative or agent of Traeger or any of its Affiliates to leave such employment or retention or to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with Traeger or hire or retain any such employee, representative or agent, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, representative or agent, (iii) contact or communicate with, orally or in writing, current or former shareholders of Traeger, or (iv) interfere, or aid or induce any other person or entity in interfering, with the relationship between Traeger or any of its Affiliates and any of their respective vendors, joint venturers and/or licensors. An employee, representative or agent shall be deemed covered by this Paragraph 13 while so employed or retained and for a period of six (6) months thereafter. Notwithstanding the foregoing, the provisions of this Paragraph 12 shall not be violated by general advertising or solicitation not specifically targeted at Traeger-related persons or entities.
A Non-Solicitation Agreement is a legal contract that restricts an individual, typically an employee or a business partner, from soliciting a company’s clients, customers, or employees after leaving the business. The primary goal of this type of agreement is to protect a company from unfair competition and to prevent the loss of business relationships or valuable talent.
You should use a Non-Solicitation Agreement in scenarios where:
To write a Non-Solicitation Agreement, consider the following steps:
Identify the Parties Involved: Clearly define who is bound by the agreement.
Define the Scope: Specify what constitutes solicitation, including whether it covers clients, customers, employees, or all three.
Set a Time Frame: Indicate the duration for which the agreement will be in effect after the departure of the individual from the company.
Mention the Geographic Scope: If applicable, specify geographic limitations.
Include Legal Provisions: Outline any legal remedies or consequences if the agreement is breached.
Consult Legal Counsel: Before finalizing, have the agreement reviewed by legal professionals to ensure it complies with applicable laws.
Non-Solicitation Agreements are typically found in the following types of contracts:
Employment Contracts: To protect a company from losing employees to a competitor through solicitation.
Partnership Agreements: To ensure partners do not solicit each other’s clients or employees after the dissolution of the partnership.
Sales Agreements: To safeguard customer and client relationships in the event of sales personnel moving to a different company.
Confidentiality Agreements: Often bundled to extend protection to client and employee relationships beyond confidentiality alone.
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