Non-Recruitment Clause

Unless otherwise expressly agreed to by The Pipeline Group Inc. (“TPG”) and the Customer (collectively “the Parties”) in an Order Form and except where prohibited by applicable law, during the term of the Master Services Agreement or any other agreement that governs the Services provided to the Customer (“Agreement”), and for a period of two (2) years following the termination of the Agreement, Customer agrees not to: (a) directly or indirectly solicit for employment or contract engagement any employee or contractor of TPG who was directly involved in the delivery of Services under the Agreement, except through general public job postings or recruiting not specifically targeting such individuals; and (b) own, manage, operate, join, control, consult with, participate in the ownership, management, operation or control of, be employed by, or be connected in any manner with any person or entity which engages in the conduct proscribed in this non-recruitment clause. 

This provision shall not preclude Customer from responding to a request for a reference with respect to an individual's employment qualifications. To the extent permitted by applicable law, in the event that Customer breaches this non-recruitment clause, Customer agrees to pay TPG a reasonable amount representing compensation for recruitment and replacement costs equal to not less than 100% of the compensation paid to the subject employee or contractor in the last year of employment or engagement (“Liquidated Damages”) with TPG. The Parties agree that this amount is intended as liquidated damages and not a penalty and agree that the Liquidated Damages is a reasonable estimate of the time, effort, and cost that would be required to replace such personnel and that actual damages would be difficult to ascertain at the time of breach. 

If a separate non-recruitment clause is included in a mutually agreed upon Order Form, that clause shall govern and supersede the non-recruitment clause included here. The Parties acknowledge the importance of maintaining workforce stability and agree that the restrictions contained in this non-recruitment clause are reasonable and necessary to protect the legitimate business interests of each Party and its legitimate business interests and that any breach of such restrictions would cause substantial harm to the non-breaching Party.  If any provision of this non-recruitment clause is found by a court of competent jurisdiction to be unenforceable because it extends for too long a period of time, over too broad a range of activities, or in too large a geographic area, such provision shall be interpreted to extend only over the maximum period of time, range of activities, or geographic area as to which it may be enforceable. If any provision of this non-recruitment clause is held to be illegal, invalid, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of the Agreement, and the Parties expressly agree that the Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein and where permitted by law any such provision that is held to be unenforceable shall be modified to the extent necessary to make it enforceable.