This excerpt taken from the NDAQ 8-K filed Sep 9, 2005.
Section 11. Project Staffing and Non-Solicitation.
11.a. Project Staffing. The Parties agree that they will use commercially reasonable efforts to provide qualified and comparable personnel and allocate the necessary resources to fulfill their obligations under this Agreement. Nasdaq and NASD shall provide personnel, including subcontractors, with the appropriate technical expertise to enable them to perform their duties under this Agreement. Nasdaq shall use commercially reasonable efforts to make those individuals named in Exhibit 11.a available to work under this Agreement, for so long as such individuals are employed by Nasdaq, and further shall task such individuals so that work of or relating to this Agreement is such individuals first priority with respect to the other tasks of that individual. In the event Nasdaq elects to reassign an individual listed on Exhibit 11.a or downsizes any department such that any individual listed on 11.a is no longer assigned to provide services under this Agreement to NASD, Nasdaq shall meet with NASD for discussions and will provide NASD with a knowledge transfer plan. NASD shall have sixty (60) days to review and approve the knowledge transfer plan which approval shall not be unreasonably withheld. If NASD does not approve such knowledge transfer plan, the parties will work together to transition the affected functions(s) over to NASD or within Nasdaq within six (6) months thereafter. Nasdaq shall not take any action on such downsizing or reassignment until NASD has approved the knowledge transfer plan or the parties have effectively transitioned the function(s) to NASD or within Nasdaq. In the event the individual is no longer employed with Nasdaq, NASD shall have no prohibitions or obligations with respect to soliciting and hiring such individual.
11.b. Non-Solicitation. The Parties agree that they will not, directly or indirectly, solicit for employment any of the other partys personnel used in the
performance of services hereunder for a period of one (1) year from the end of the Term, absent the employing partys written consent. Notwithstanding the foregoing, this prohibition does not apply where general publication or solicitation of the job position results in hiring of the other partys employee.