Common use of Competition and Confidentiality Clause in Contracts

Competition and Confidentiality. (a) Each party agrees that so long as it or one of its Affiliates continues to hold an ownership interest in any of the Venture Entities and for a period of 18 months thereafter, it will not directly or indirectly engage or invest in any business in the Subsea Business in direct competition with the business of any of the Venture Entities as conducted immediately following the Closing. It is understood and agreed that (i) a party shall not be deemed to be in violation of this Section 12.6(a) as a result of any acquisition it may make of not more than 5% of the outstanding shares or other units of any security of any entity subject to the requirements of Section 13 or 15(d) of the Exchange Act, (ii) the provisions of this Section 12.6(a) shall not apply to any business activities of any party, or any of its respective Affiliates, actually being conducted as of the date hereof, other than the Cyclone Subsea Business and the Storm Subsea Business, and (iii) this Section 12.6(a) shall not be construed to prohibit a party, directly or through any Affiliates, from hereafter acquiring and continuing to own and operate any entity that has operations that directly compete with the Subsea Business as conducted immediately following the Closing if none of the principal operations of such entity so compete. For purposes of this Section 12.6(a), “principal operation” shall mean an operation or line of business of an entity that contributes more than 25% of such entity’s revenues. In the event that either party acquires an entity that has operations competing directly with any of the Venture Entities, the parties agree to, and to cause the Venture Entities to, attempt to negotiate mutually agreeable terms upon which such operations could be transferred to a Venture Entity. In addition, the party that acquires an entity that has operations competing directly with any of the Venture Entities shall implement appropriate firewalls and other procedures are implemented to ensure the protection and confidentiality of the Venture’s business and information. If the party that has acquired the competing business and the Venture Entities cannot reach agreement on the acquisition of the competing business by the Venture Entities, the party that has acquired the competing business shall divest itself of that business no later than the date that is 18 months after the date of acquisition of the competing business. Notwithstanding anything in this Agreement to the contrary, the provisions of this Section 12.6(a) shall not apply to a party following (i) a dissolution of the Venture pursuant to Section 11.1(a) or (ii) any other transfer of such party’s interest in the Venture Entities to a third party pursuant to Article 11 that occurs within 24 months following a Change of Control Event with respect to the other party. Notwithstanding anything to the contrary in this Agreement, this Section 12.6(a) shall not be construed to prohibit a third party that enters into a transaction with a party that constitutes a Change of Control Event from continuing to own and operate any entity that has operations that directly compete with the Subsea Business as currently conducted immediately following the Closing, so long as such third party agrees to (1) attempt to negotiate mutually agreeable terms upon which such operations could be transferred to a Venture Entity, (2) implement appropriate firewalls and other procedures to ensure the protection and confidentiality of the Venture’s business and information and (3) if such third party cannot reach agreement on the acquisition of the competing business by the Venture Entities, divest itself of the competing business no later than the date that is 18 months after the date of the Change of Control Event.

Competition and Confidentiality. (a) Each party agrees that so long as it or one of its Affiliates affiliate continues to hold an ownership interest be a member in any of the Venture Entities and for a period of 18 months one year thereafter, it will not directly or indirectly engage or invest in any business in the Subsea Drilling Fluids Business in direct competition with the business of any of the Venture Entities as conducted immediately following the Closing. It is understood and agreed that (i) a party shall not be deemed to be in violation of this Section 12.6(a) default with respect to the foregoing covenants as a result of any acquisition investment it may make of in not more than 5% five percent of the outstanding shares or other units of any security of any entity subject to the requirements of Section 13 or 15(d) of the Exchange Act, (ii) the provisions of this Section 12.6(a9.6(a) shall not apply to any business activities of any party, or any of its their respective Affiliatessubsidiaries, actually being conducted as of the date hereof, other than the Cyclone Subsea Schlumberger Drilling Fluids Business and the Storm Subsea M-I Drilling Fluids Business, and (iii) this Section 12.6(a9.6(a) shall not be construed to prohibit a party, directly or through any Affiliatessubsidiary, from hereafter acquiring and continuing to own and operate any entity that has operations in the Drilling Fluids Business that directly compete with the Subsea Business business of any of the Venture Entities as conducted immediately following the Closing if none of the principal operations of such entity so compete, (iv) the provisions of this Section 9.6(a) shall not be construed to prohibit any party, directly or through any subsidiary, from selling inventory or other assets currently owned by a subsidiary or affiliate, and (v) the provisions of this Section 9.6(a) shall not apply for a period of six months after the Closing Date to the ownership and operation by Schlumberger of its Drilling Fluids Business in the United States while that business is winding down. For purposes of this Section 12.6(a9.6(a), “"principal operation” " shall mean an operation or line of business of an entity that contributes more than 25% fifteen percent of such entity’s 's revenues. In the event that either party acquires an entity that has operations competing directly with any of the Venture Entities, the parties agree to, and to cause the Venture Entities to, attempt to negotiate mutually agreeable terms upon which such operations could be transferred to a Venture Entity. In addition, the party that acquires an entity that has operations competing directly with any of the Venture Entities shall implement appropriate firewalls and other procedures are implemented to ensure the protection and confidentiality of the Venture’s business and information. If the party that has acquired the competing business and the Venture Entities cannot reach agreement on the acquisition of the competing business by the Venture Entities, the party that has acquired the competing business shall divest itself of that business no later than the date that is 18 months after the date of acquisition of the competing business. Notwithstanding anything in this Agreement to the contrary, the provisions of this Section 12.6(a) shall not apply to a party following (i) a dissolution of the Venture pursuant to Section 11.1(a) or (ii) any other transfer of such party’s interest in the Venture Entities to a third party pursuant to Article 11 that occurs within 24 months following a Change of Control Event with respect to the other party. Notwithstanding anything to the contrary in this Agreement, this Section 12.6(a) shall not be construed to prohibit a third party that enters into a transaction with a party that constitutes a Change of Control Event from continuing to own and operate any entity that has operations that directly compete with the Subsea Business as currently conducted immediately following the Closing, so long as such third party agrees to (1) attempt to negotiate mutually agreeable terms upon which such operations could be transferred to a Venture Entity, (2) implement appropriate firewalls and other procedures to ensure the protection and confidentiality of the Venture’s business and information and (3) if such third party cannot reach agreement on the acquisition of the competing business by the Venture Entities, divest itself of the competing business no later than the date that is 18 months after the date of the Change of Control Event.

Competition and Confidentiality. (a) Each party agrees During the period beginning on the Closing Date and ending on the fifth anniversary thereof (the "Non-Competition Period"), the Seller shall not, within North America or Mexico, directly or indirectly, in any capacity, engage in or have a financial interest in, any business that so long shall be competitive with the Business, nor shall Seller assist any Person that is -33- 39 engaged in, any such business activities (other than as it contemplated by the Transitional Services Agreement), including by making available to any such Person any information related to the Company. Notwithstanding the foregoing, the ownership of an interest in any Person that does not derive more than 10% of its revenue from, or one hold more than 10% of its assets in, a business engaged in the sale of fresh mushroom products, shall not be a violation of this Section 6.5(a). A Person that derives more than 10% of its revenue from, or holds more than 10% of its assets in, a business engaged in the Business shall be considered a "Competitor." If Seller or any of its Affiliates continues to hold acquires an ownership interest in any of a Competitor, the Venture Entities and for a period of 18 months thereafterSeller shall be deemed not to have violated this Section 6.5(a) if within one year, it will not directly or indirectly engage or invest in any business in the Subsea Business in direct competition with the business of any of the Venture Entities as conducted immediately following the Closing. It is understood and agreed that (i) a party shall not be deemed to be the Seller or its Affiliate divests its ownership interests in violation of this Section 12.6(a) as a result of any acquisition it may make of not more than 5% of the outstanding shares Competitor or other units of any security of any entity subject to the requirements of Section 13 or 15(d) of the Exchange Act, (ii) if the provisions Person that is a Competitor divests assets as are necessary so that it would no longer meet the definition of this Section 12.6(a) shall not apply to any business activities of any party, or any of its respective Affiliates, actually being conducted as of the date hereof, other than the Cyclone Subsea Business and the Storm Subsea Business, and (iii) this Section 12.6(a) shall not be construed to prohibit a party, directly or through any Affiliates, from hereafter acquiring and continuing to own and operate any entity that has operations that directly compete with the Subsea Business as conducted immediately following the Closing if none of the principal operations of such entity so compete. For purposes of this Section 12.6(a), “principal operation” shall mean an operation or line of business of an entity that contributes more than 25% of such entity’s revenues. In the event that either party acquires an entity that has operations competing directly with any of the Venture Entities, the parties agree to, and to cause the Venture Entities to, attempt to negotiate mutually agreeable terms upon which such operations could be transferred to a Venture EntityCompetitor. In addition, during the party that acquires an entity that has operations competing directly with Non-Competition Period, the Seller shall not solicit any employee of the Venture Entities shall implement appropriate firewalls Company for the purposes of having any such employee terminate his or her employment with the Company. If a court determines that the foregoing restrictions are too broad or otherwise unreasonable under applicable law, including with respect to time or space, the court is hereby requested and other procedures authorized by the Parties to revise the foregoing restriction to include the maximum restrictions allowable under applicable law. The Seller acknowledges, however, that this Section 6.5 has been negotiated by the Parties and that the geographical and time limitations, as well as the limitation on activities, are implemented to ensure the protection and confidentiality reasonable in light of the Venture’s business and information. If circumstances pertaining to the party that has acquired the competing business Company and the Venture Entities canSeller hereunder. (b) The Seller acknowledges that, by reason of its ownership of and involvement with the Company, it has had access to certain confidential information, as defined in the Confidentiality Agreement dated September 24, 1999 between the Seller and the Parent ("Confidential Information") relating to the Business. The Seller acknowledges that such Confidential Information is a valuable asset and covenants that it will not reach agreement on disclose any such Confidential Information to any Person for any reason whatsoever, unless such information (a) is or becomes in the acquisition public domain through no wrongful act of the competing business by the Venture EntitiesSeller, the (b) has been rightfully received from a third party that has acquired the competing business shall divest itself without restriction and without breach of that business no later than the date that is 18 months after the date of acquisition of the competing business. Notwithstanding anything in this Agreement or (c) is required by any Law to the contrary, the provisions be disclosed. (c) The terms of this Section 12.6(a) 6.5 shall not apply to a party following (i) a dissolution each Affiliate of the Venture pursuant Seller and any of their respective Affiliates to the same extent as if they were parties hereto, and the Seller shall take whatever actions are within its control to cause any such other Persons to adhere to the terms of this Section 11.1(a6.5. (d) In the event of any breach or (ii) threatened breach by any Person of any provision of Section 6.5, the Buyer shall be entitled to injunctive or other equitable relief, to restrain such party from using or disclosing any Confidential Information in whole or in part, or from engaging in conduct that would constitute a breach of the obligations under this Section 6.5. Such relief shall be in addition to and not in lieu of any other transfer remedies that may be available, including an action for the recovery of such party’s interest in the Venture Entities to a third party pursuant to Article 11 that occurs within 24 months following a Change of Control Event with respect to the other party. Notwithstanding anything to the contrary in this Agreement, this Section 12.6(a) shall not be construed to prohibit a third party that enters into a transaction with a party that constitutes a Change of Control Event from continuing to own and operate any entity that has operations that directly compete with the Subsea Business as currently conducted immediately following the Closing, so long as such third party agrees to (1) attempt to negotiate mutually agreeable terms upon which such operations could be transferred to a Venture Entity, (2) implement appropriate firewalls and other procedures to ensure the protection and confidentiality of the Venture’s business and information and (3) if such third party cannot reach agreement on the acquisition of the competing business by the Venture Entities, divest itself of the competing business no later than the date that is 18 months after the date of the Change of Control EventDamages.

Competition and Confidentiality. (a) Each party agrees that so long as it or one of its Affiliates continues to hold an ownership interest in any of the Venture Entities and for a period of 18 months thereafter, it will not directly or indirectly engage or invest in any business in the Subsea Business in direct competition with the business of any of the Venture Entities as conducted immediately following the Closing. It is understood and agreed that (i) a party shall not be deemed to be in violation of this Section 12.6(a) as a result of any acquisition it may make of not more than 5% of the outstanding shares or other units of any security of any entity subject to the requirements of Section 13 or 15(d) of the Exchange Act, (ii) the provisions of this Section 12.6(a) shall not apply to any business activities of any party, or any of its respective Affiliates, actually being conducted as of the date hereof, other than the Cyclone Cameron Subsea Business and the Storm Schlumberger Subsea Business, and (iii) this Section 12.6(a) shall not be construed to prohibit a party, directly or through any Affiliates, from hereafter acquiring and continuing to own and operate any entity that has operations that directly compete with the Subsea Business as conducted immediately following the Closing if none of the principal operations of such entity so compete. For purposes of this Section 12.6(a), “principal operation” shall mean an operation or line of business of an entity that contributes more than 25% of such entity’s revenues. In the event that either party acquires an entity that has operations competing directly with any of the Venture Entities, the parties agree to, and to cause the Venture Entities to, attempt to negotiate mutually agreeable terms upon which such operations could be transferred to a Venture Entity. In addition, the party that acquires an entity that has operations competing directly with any of the Venture Entities shall implement appropriate firewalls and other procedures are implemented to ensure the protection and confidentiality of the Venture’s business and information. If the party that has acquired the competing business and the Venture Entities cannot reach agreement on the acquisition of the competing business by the Venture Entities, the party that has acquired the competing business shall divest itself of that business no later than the date that is 18 months after the date of acquisition of the competing business. Notwithstanding anything in this Agreement to the contrary, the provisions of this Section 12.6(a) shall not apply to a party following (i) a dissolution of the Venture pursuant to Section 11.1(a) or (ii) any other transfer of such party’s interest in the Venture Entities to a third party pursuant to Article 11 that occurs within 24 months following a Change of Control Event with respect to the other party. Notwithstanding anything to the contrary in this Agreement, this Section 12.6(a) shall not be construed to prohibit a third party that enters into a transaction with a party that constitutes a Change of Control Event from continuing to own and operate any entity that has operations that directly compete with the Subsea Business as currently conducted immediately following the Closing, so long as such third party agrees to (1) attempt to negotiate mutually agreeable terms upon which such operations could be transferred to a Venture Entity, (2) implement appropriate firewalls and other procedures to ensure the protection and confidentiality of the Venture’s business and information and (3) if such third party cannot reach agreement on the acquisition of the competing business by the Venture Entities, divest itself of the competing business no later than the date that is 18 months after the date of the Change of Control Event.

Competition and Confidentiality. (a) Each party agrees that so long as it or one of its Affiliates continues to hold an ownership interest in any of the Venture Entities and for a period of 18 months three years thereafter, it will not directly or indirectly engage or invest in any business in the Subsea Seismic Business in direct competition with the business of any of the Venture Entities as conducted immediately following the Closing. It is understood and agreed that (i) a party shall not be deemed to be in violation of this Section 12.6(a) as a result of any acquisition it may make of not more than 5% five percent of the outstanding shares or other units of any security of any entity subject to the requirements of Section 13 or 15(d) of the Exchange Act, (ii) the provisions of this Section 12.6(a) shall not apply to any business activities of any party, or any of its respective Affiliates, actually being conducted as of the date hereof, other than the Cyclone Subsea Schlumberger Seismic Business and the Storm Subsea Baker Hughes Seismic Business, (iii) Schlumberger and Baker Hughes shall be permitted to process Vertical Seismic Profiling within the Seismic Business by using Schlumberger Transferred IP or Baker Hughes Transferred IP, respectively, and without access to Future Developments and (iiiiv) this Section 12.6(a) shall not be construed to prohibit a party, directly or through any Affiliates, from hereafter acquiring and continuing to own and operate any entity that has operations in the Seismic Business that directly compete with the Subsea Business business of any of the Venture Entities as conducted immediately following the Closing if none of the principal operations of such entity so compete. For purposes of this Section 12.6(a), “"principal operation” " shall mean an operation or line of business of an entity that contributes more than 25% fifteen percent of such entity’s 's revenues. In the event that either party acquires an entity that has operations competing directly with any of the Venture Entities, the parties agree to, and to cause the Venture Entities to, attempt to negotiate mutually agreeable terms upon which such operations could be transferred to a Venture Entity. In addition, the party that acquires an entity that has operations competing directly with any of the Venture Entities shall implement appropriate firewalls and other procedures are implemented to ensure the protection and confidentiality of the Venture’s business and information. If the party that has acquired the competing business and the Venture Entities cannot reach agreement on the acquisition of the competing business by the Venture Entities, the party that has acquired the competing business shall divest itself of that business no later than the date that is 18 months one year after the date of acquisition of the competing business. Notwithstanding anything in this Agreement to the contrary, the provisions of this Section 12.6(a) shall not apply to a party following (i) a dissolution of the Venture pursuant to Section 11.1(a) or (ii) any other transfer of such party’s interest in the Venture Entities to a third party pursuant to Article 11 that occurs within 24 months following a Change of Control Event with respect to the other party. Notwithstanding anything to the contrary in this Agreement, this Section 12.6(a) shall not be construed to prohibit a third party that enters into a transaction with a party that constitutes a Change of Control Event from continuing to own and operate any entity that has operations that directly compete with the Subsea Business as currently conducted immediately following the Closing, so long as such third party agrees to (1) attempt to negotiate mutually agreeable terms upon which such operations could be transferred to a Venture Entity, (2) implement appropriate firewalls and other procedures to ensure the protection and confidentiality of the Venture’s business and information and (3) if such third party cannot reach agreement on the acquisition of the competing business by the Venture Entities, divest itself of the competing business no later than the date that is 18 months after the date of the Change of Control Event.

Competition and Confidentiality. (a) Each party agrees that so long as it During the period beginning on the Closing Date and ending on the third anniversary thereof (the "Non-Competition Period"), no Seller Party (nor any direct or one indirect subsidiary thereof) nor any Affiliate of its Affiliates continues to hold an ownership interest Bertolon (each, a "Restricted Party") shall, within North America, directly or indirectly, in any capacity, render services, engage or have a financial interest in, any business that shall be competitive with any of those business activities that have constituted part of the Venture Entities and for a period of 18 Business at any time during the past 12 months thereafterfrom the date hereof, it will not directly or indirectly engage or invest nor shall any Restricted Party assist any Person that shall be engaged in any such business in activities, including making available any information or funding to any such Person. During the Subsea Non-Competition Period, no Restricted Party shall solicit any employee of the Business in direct competition for the purposes of having any such employee terminate his or her employment with the business of any Business. If a court determines that the foregoing restrictions are too broad or otherwise unreasonable under applicable Law, including with respect to time or space, the court is hereby requested and authorized by the Parties to revise the foregoing restriction to include the maximum restrictions allowable under applicable Law. Each Restricted Party acknowledges, however, that this SECTION 6.5 has been negotiated by the Parties and that the geographical and time limitations, as well as the limitation on activities, are reasonable in light of the Venture Entities as conducted immediately following circumstances pertaining to the ClosingBusiness. It is understood For purposes of this Section 6.5, the historical and agreed that (i) a party current business activities of NECX Direct, LLC shall not be deemed to be in violation of this Section 12.6(a) as a result of any acquisition it may make of not more than 5% of the outstanding shares or other units of any security of any entity subject to the requirements of Section 13 or 15(d) of the Exchange Act, (ii) the provisions of this Section 12.6(a) shall not apply to business that is competitive with any business activities that have constituted a part of the Business at any partytime during the past 12 months from the date hereof. Nothing in this Agreement shall be deemed to prohibit, or in any of its respective Affiliatesway limit, actually being conducted NECX Direct, LLC from engaging in those business activities in which it was engaged as of the date hereof, other than the Cyclone Subsea Business and the Storm Subsea Business, and (iii) this Section 12.6(a) shall not be construed to prohibit a party, directly or through any Affiliates, from hereafter acquiring and continuing to own and operate any entity that has operations that directly compete with the Subsea Business as conducted immediately following the Closing if none of the principal operations of such entity so compete. For purposes of this Section 12.6(a), “principal operation” shall mean an operation or line of business of an entity that contributes more than 25% of such entity’s revenues. In the event that either party acquires an entity that has operations competing directly with any of the Venture Entities, the parties agree to, and to cause the Venture Entities to, attempt to negotiate mutually agreeable terms upon which such operations could be transferred to a Venture Entity. In addition, the party that acquires an entity that has operations competing directly with in no event shall Gateway Companies, Inc. or any of the Venture Entities shall implement appropriate firewalls and other procedures are implemented its subsidiaries be deemed to ensure the protection and confidentiality of the Venture’s business and information. If the party that has acquired the competing business and the Venture Entities cannot reach agreement on the acquisition of the competing business by the Venture Entitiesbe subject to, the party that has acquired the competing business shall divest itself of that business no later than the date that is 18 months after the date of acquisition of the competing business. Notwithstanding anything or in this Agreement to the contraryany way bound by, the provisions of this Section 12.6(aAgreement. (b) No Restricted Party will, at any time, represent that it is continuing to carry on the Business. (c) Each Seller Party recognizes and acknowledges that by reason of its involvement with the Business, it has had access to Trade Secrets relating to the Restricted Business. Each Seller Party acknowledges that such Trade Secrets are a valuable and unique asset and covenants that it will not disclose any such Trade Secrets to any Person for any reason whatsoever, unless such information is in the public domain through no wrongful act of such Seller Party or such disclosure is required by law. (d) The terms of this SECTION 6.5 shall not apply to any Restricted Party that is not one of the Parties to the same extent as if it were a party following hereto, and each Seller Party shall take whatever actions may be necessary to cause any of its controlled Affiliates to adhere to the terms of this SECTION 6.5. (ie) In the event of any breach or threatened breach by any Restricted Party of any provision of this SECTION 6.5, the Buyer shall be entitled to injunctive or other equitable relief, restraining such party from using or disclosing any Trade Secrets in whole or in part, or from engaging in conduct that would constitute a dissolution breach of the Venture pursuant obligations of a Restricted Party under this SECTION 6.5. Such relief shall be in addition to Section 11.1(a) or (ii) and not in lieu of any other transfer remedies that may be available, including an action for the recovery of such party’s interest in Damages. (f) It is expressly acknowledged and emphasized that the Venture Entities agreements of the Seller Parties to a third party pursuant be bound by the terms and conditions of this Section 6.6 are material and indispensable to Article 11 this Agreement and that occurs within 24 months following a Change without the agreements of Control Event with respect the Seller Parties to be bound by this Section 6.5, as well as the other party. Notwithstanding anything to the contrary in provisions of this Agreement, the Buyer would not have entered into this Section 12.6(a) shall not be construed to prohibit a third party that enters into a transaction with a party that constitutes a Change of Control Event from continuing to own and operate any entity that has operations that directly compete with the Subsea Business as currently conducted immediately following the Closing, so long as such third party agrees to (1) attempt to negotiate mutually agreeable terms upon which such operations could be transferred to a Venture Entity, (2) implement appropriate firewalls and other procedures to ensure the protection and confidentiality of the Venture’s business and information and (3) if such third party cannot reach agreement on the acquisition of the competing business by the Venture Entities, divest itself of the competing business no later than the date that is 18 months after the date of the Change of Control EventAgreement.

Competition and Confidentiality. (a) Each party agrees that so long as it During the period beginning on the Closing Date and ending on the third anniversary thereof (the "Non-Competition Period"), none of the Seller Parties nor any Affiliates of a Seller Party (each, a "Restricted Party") shall, within North America, directly or one of its Affiliates continues to hold an ownership interest indirectly, in any capacity, render services, engage or have a financial interest in, any business that shall be competitive with any of those business activities that have constituted part of the Venture Entities and for a period Business (other than in respect of 18 the Excluded Assets specified in SCHEDULE 1.1) during the 12 months thereafterimmediately preceding the date hereof, it will not directly or indirectly engage or invest nor shall any Restricted Party assist any Person that shall be engaged in any such business activities, including making available any information or funding to any such Person; provided, however, that nothing in the Subsea Business in direct competition with the business of this SECTION 5.7 shall prohibit any of the Venture Entities as conducted immediately following the Closing. It is understood and agreed that (i) a party shall not be deemed Restricted Party from owning up to be in violation of this Section 12.6(a) as a result of any acquisition it may make of not more than 5% of the issued and outstanding shares or other units securities of any security of publicly traded company. During the Non-Competition Period, no Restricted Party shall solicit any entity subject to the requirements of Section 13 or 15(d) employee of the Exchange Act, (ii) Business hired by the provisions Buyer for the purposes of this Section 12.6(a) shall not apply to having any business activities of any party, such employee terminate his or any of its respective Affiliates, actually being conducted as of the date hereof, other than the Cyclone Subsea Business and the Storm Subsea Business, and (iii) this Section 12.6(a) shall not be construed to prohibit a party, directly or through any Affiliates, from hereafter acquiring and continuing to own and operate any entity that has operations that directly compete her employment with the Subsea Business as conducted immediately following the Closing if none of the principal operations of such entity so compete. For purposes of this Section 12.6(a), “principal operation” shall mean an operation Buyer or line of business of an entity that contributes more than 25% of such entity’s revenues. In the event that either party acquires an entity that has operations competing directly with any of the Venture Entities, the parties agree to, and to cause the Venture Entities to, attempt to negotiate mutually agreeable terms upon which such operations could be transferred to a Venture Entityits subsidiaries. In addition, during the party Non-Competition Period, each Restricted Party immediately shall inform any Person that acquires an entity inquires about the Business that it has operations competing directly been sold to the Buyer, and such Restricted Party shall promptly inform the Buyer of such inquiry. If a court determines that the foregoing restrictions are too broad or otherwise unreasonable under applicable Law, including with respect to time or space, the court is hereby requested and authorized by the Parties to revise the foregoing restriction to include the maximum restrictions allowable under applicable Law. Each Restricted Party acknowledges, however, that this SECTION 5.7 has been negotiated by the Parties and that the geographical and time limitations, as well as the limitation on activities, are reasonable in light of the circumstances pertaining to the Business. (b) No Restricted Party will, at any time, represent that it is continuing to carry on the Business, except in connection with any Restricted Party's employment by the Buyer or its subsidiaries following the Closing. (c) Each Seller Party recognizes and acknowledge that by reason of its involvement with the Business, it has had access to Trade Secrets relating to the Business. Each Seller Party acknowledges that such Trade Secrets are a valuable and unique asset and covenants that it will not allow the disclosure of any such Trade Secrets to any Person for any reason whatsoever, unless such information is in the public domain through no wrongful act of such Seller Party or such disclosure is required by law. (d) The terms of this SECTION 5.7 shall apply to any Restricted Party that is not one of the Venture Entities Parties to the same extent as if it were a party hereto, and each Seller Party shall implement appropriate firewalls take whatever reasonable actions may be necessary to cause any of its controlled Affiliates to adhere to the terms of this SECTION 5.7. (e) In the event of any breach or threatened breach by any Restricted Party of any provision of this SECTION 5.7, the Buyer and its subsidiaries shall be entitled to injunctive or other procedures are implemented to ensure the protection and confidentiality equitable relief, restraining such party from using or disclosing any Trade Secrets in whole or in part, or from engaging in conduct that would constitute a breach of the Venture’s business obligations of a Restricted Party under this SECTION 5.7. Such relief shall be in addition to and information. If not in lieu of any other remedies that may be available, including an action for the party recovery of Damages. (f) It is expressly acknowledged and emphasized that has acquired the competing business and the Venture Entities cannot reach agreement on the acquisition agreements of the competing business Seller Parties to be bound by the Venture Entities, terms and conditions of this SECTION 5.7 are material and indispensable to this Agreement and that without the party that has acquired the competing business shall divest itself of that business no later than the date that is 18 months after the date of acquisition agreements of the competing business. Notwithstanding anything in Selling Parties to be bound by this Agreement to SECTION 5.7, as well as the contrary, the other provisions of this Section 12.6(a) shall Agreement, the Buyer Parties would not apply to a party following (i) a dissolution of the Venture pursuant to Section 11.1(a) or (ii) any other transfer of such party’s interest in the Venture Entities to a third party pursuant to Article 11 that occurs within 24 months following a Change of Control Event with respect to the other party. Notwithstanding anything to the contrary in have entered into this Agreement, this Section 12.6(a) shall not be construed to prohibit a third party that enters into a transaction with a party that constitutes a Change of Control Event from continuing to own and operate any entity that has operations that directly compete with the Subsea Business as currently conducted immediately following the Closing, so long as such third party agrees to (1) attempt to negotiate mutually agreeable terms upon which such operations could be transferred to a Venture Entity, (2) implement appropriate firewalls and other procedures to ensure the protection and confidentiality of the Venture’s business and information and (3) if such third party cannot reach agreement on the acquisition of the competing business by the Venture Entities, divest itself of the competing business no later than the date that is 18 months after the date of the Change of Control Event.