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 Cameron Subsea Business and the 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 Cameron Subsea Schlumberger Seismic Business and the Schlumberger 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 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 Cameron Subsea Schlumberger Drilling Fluids Business and the Schlumberger 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 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 Cameron Cyclone Subsea Business and the Schlumberger 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.