How Can We Draft NDA Clauses to Stop Clients from Hiring Our Engineers?

Hello All,

We are an Engineering Design Solutions Provider Company with the main office in Bangalore. Our engineers work at our HQ for the clients. We also send engineers onsite as per the client's requirement. However, we sign NDAs before proceeding with the purchase order. Nonetheless, we have encountered a problem regarding the onsite engineers. Our clients have been making offers to our engineers; however, these engineers have refused the offers because they are freshers and have returned to us (not officially though).

I would require help from my friends to draft an NDA containing clauses that state:
1. The disclosing party should not recruit any engineers from the receiving party.
2. They should not recruit any engineers from the receiving party; however, they could recruit engineers who have resigned from our service for a minimum of 2 years.

I hope I have clearly presented this issue. I am looking forward to your responses and suggestions.

To address the issue of clients attempting to recruit engineers from your company, drafting specific clauses in the NDA is crucial. Here are steps to consider:

1. Clause 1 - Non-Recruitment: Clearly state that the disclosing party (client) shall not directly or indirectly recruit any engineers currently employed by the receiving party (your company). This clause should encompass all engineers, including those working onsite.

2. Clause 2 - Exceptions: Allow for exceptions in recruitment by specifying that the client can recruit engineers who have voluntarily resigned from your service, but only after a cooling-off period of at least 2 years from the date of resignation.

3. Confidentiality Obligations: Reinforce the confidentiality obligations of both parties regarding the exchange of sensitive information during the engagement.

4. Non-Solicitation Clause: Consider adding a non-solicitation clause to prevent the client from enticing your engineers to leave your company even after they have resigned.

5. Enforcement and Remedies: Clearly outline the consequences of breaching the NDA, including potential legal actions and remedies available to the disclosing party.

6. Legal Review: It is advisable to have a legal professional review the drafted NDA to ensure compliance with labor laws and to maximize its enforceability.

By incorporating these clauses into your NDA, you can better protect your company's interests and prevent talent poaching by clients.