bone of contention between the parties, reads as under:
5. Non-Solicitation of Employees:
Both parties agree that for a period of two (2) years ... incorporate the 'non hire' clause. According to Mr Arun Mohan, 'non hire' clause was entirely different from a non-solicitation clause
Embassy Group at the time when
the transaction took place. A Non-Solicitation and Fee Agreement was
executed between plaintiff and defendant in order ... Solicitation and Fee Agreement
dated 23.04.2014, relevant portion of which reads as follows:-
"3. In consideration of the foregoing and the Non-
Solicitation
Contract Act, it remains to be considered
as to whether the non-solicitation clause in question amounts to a
restraint of trade, business or profession ... held to be
solicitation, but, the respondent would be liable to
compensate the petitioner for such breach of the non-
solicitation clause, if so established
stated to be in total violation of clauses
pertaining to non-solicitation and non-compete obligations as mentioned
under the MoS. The former promoters ... with the present
MOS, separate Share Purchase Agreement containing Indemnity,
non-disclosure, non-Compete and non-Solicitation, and Share
Transfer Forms are being executed with
non-solicit clause under Clause 15 of the SHA. Clause 15 reads as
under:-
"15. NON-COMPETE AND NON-SOLICIT
OBLIGATIONS:
1. Unless otherwise ... Claimant No. 2 (as
would infringe the 'non-compete and non-solicit
obligations', contained in Clause 15 of the 'Shareholders
Agreement
Appellant.
5. The Employment Agreement contained a Non-Solicitation and Non-
Compete Clause. The Non-Solicitation and Non-Compete Clause is as
follows ... Non-solicitation and Non-Compete
2.16 The Employee shall not, directly or indirectly, either as an
individual on his/her own account
said amount was not
payable as the respondent had violated the Non-Solicitation Agreement
(hereafter 'the NSA').
3. The appellant contends that ... agreed to
pay a sum of ₹71,86,00,000/- as Non-Solicitation and Co-operation Fee
to the respondent on / or before 22.07.2014 without
which
contained identical non-solicitation clause.
10. Hence, owing to the breach of contract and violation of non-
solicitation Clause 7 of the Agreements ... which reads as under :
"7. Conflicts of Interest, Non-hire and Non-
Solicitation., The Consultant, in rendering his/her duties
shall not utilize
Contract Act, it remains to be
considered as to whether the non-solicitation
clause in question amounts to a restraint of trade,
business or profession ... things are material.
First of all, the contract in which the non-
solicitation clause appears is a contract between
the petitioner and the respondent whereby
Contract Act, it remains to be
considered as to whether the non-solicitation
clause in question amounts to a restraint of trade,
business or profession ... things are material.
First of all, the contract in which the non-
solicitation clause appears is a contract between
the petitioner and the respondent whereby
