Irish public limited company Willis Towers Watson (WTW) and Delaware corporation Arthur J. Gallagher & Co. (AJG) have both published the Willis Re security and asset purchase agreement, which shows a non-solicitation clause agreed between the two camps.
Submitted as an exhibit accompanying their respective Form 8-K filings with the US Securities and Exchange Commission, the 158-page document reads: “From and after the principal closing date until the second anniversary thereof, [WTW] shall not, and shall cause its subsidiaries not to, directly or indirectly, solicit the employment of any identified employee, or make or extend any offer of employment to, or hire, employ or engage (including as a consultant or any similar role) any of the persons described on Exhibit J.”
The acquisition contract seen by Insurance Business defines “identified employees” as the business employees (the automatic transfer employees and the offer employees) and the transferred entity employees (the employees, directors, and workers of the transferred entities, other than the reverse carve-out employees).
The agreement states, as well: “Until the second anniversary of the principal closing date, [AJG] shall not, and shall cause its affiliates, including as applicable after the relevant closing, any transferred entity not to, directly or indirectly, solicit the employment of, or make or extend any offer of employment to, or hire, employ or engage (including as a consultant or any similar role) any person who is engaged in the conduct of any of the specified retained businesses…”
The restrictions for both groups will cease to apply to relevant individuals six months after the date on which the other camp terminates their employment.
Meanwhile, the sale of the global operations of WTW’s treaty reinsurance brokerage business, known as Willis Re, also comes with a non-competition agreement.
Additionally, it was noted: “Notwithstanding anything to the contrary in this Section 5.13, [WTW] agrees that all confidential or proprietary information to the extent related to the businesses, including copies thereof retained by any restricted company for any reason (including research, product plans, products, services, clients, client lists, client information, markets, developments, models and modelling), other business information and all notes, interpretations, compilations, reports, studies, summaries and analysis, shall be kept confidential in accordance with Section 5.12 and no restricted company shall use any such information for any competitive activity.”
WTW, however, shall not be prohibited from using any such information solely to the extent necessary for the conduct of the deferred business or its run-off businesses.