Common use of Non-Competition; Non-Solicitation; Confidentiality Clause in Contracts

Non-Competition; Non-Solicitation; Confidentiality. (a) For a period from the Polymers Closing Date until the third (3rd) anniversary of the Polymers Closing Date, the Sellers shall not and shall cause their Affiliates not to, directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or Control of any business, whether in corporate, proprietorship or partnership form or otherwise, engaged in activities and operations involving the development, formulation, testing, technical service, production, manufacturing, marketing, selling or trading of polyethylene, polypropylene and expandable polystyrene in North America or that otherwise competes with the Polymers Business (a “Restricted Business”). For a period from the Base Chemicals Closing Date until the third (3rd) anniversary of the Base Chemicals Closing Date, the Sellers shall not and shall cause their Affiliates not to, directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or Control of any business, whether in corporate, proprietorship or partnership form or otherwise, engaged in activities and operations involving the development, formulation, testing, technical service, production, manufacturing, marketing, selling or trading of ethylene, propylene and cyclohexane in North America or that otherwise competes with the Base Chemicals Business (also a “Restricted Business”). The restrictions contained in this Section 6.17(a) shall not restrict (i) the acquisition by the Sellers, directly or indirectly, of less than two percent (2%) of the outstanding capital stock of any publicly traded company engaged in a Restricted Business, (ii) the acquisition by the Sellers of an interest in another Person (or its successor) engaged in a Restricted Business, if such Restricted Business generates less than 25% of such Person’s (or its successor’s) aggregate revenues, or to the extent such Restricted Business generates in excess of 25% of such Person’s (or its successor’s) aggregate revenues, if the Sellers cause the acquired Person (or its successor) to divest itself (i.e., sale to an unaffiliated third party) of the Restricted Business as soon as is reasonably practicable, but in any event not later than one (1) year, after such acquisition is consummated, (iii) activities necessary to permit the performance of any Commercial Agreement, or (iv) the continued operation by the Sellers of the Excluded Businesses. (b) For a period from the Original APA Date until the eighteen-month anniversary of (i) the Polymers Closing Date (in the case of the Polymers Business) or (ii) the Base Chemicals Closing Date (in the case of the Base Chemicals Business), the Sellers shall not and shall cause their directors, officers, employees and Affiliates not to: (A) cause, solicit, induce or encourage any Business Employee or Transferred Employee to cease being employed in the Polymers Business or the Base Chemicals Business, as the case may be, as conducted with the Polymers Assets or the Base Chemicals Assets, or hire, employ or otherwise engage any such individual in any other business; or (B) cause, induce or encourage any material actual or prospective client, customer, supplier or licensor of the Polymers Business or the Base Chemicals Business (including any existing or former customer of the Sellers and any Person that becomes a client or customer of the Polymers Business or the Base Chemicals Business after the applicable Closing) or any other Person who has a material business relationship with the Polymers Business or the Base Chemicals Business, to terminate or modify any such actual or prospective relationship; provided, however, solely with respect to the Existing Mansonville Business, the Sellers shall not be restricted by the provisions of clause (B). Except as otherwise provided in Section 6.7, for a period from the Original APA Date until June 30, 2009, the Purchaser shall not and shall cause its directors, officers, employees and subsidiaries not to: (i) cause, solicit, induce or encourage any employee of the Sellers other than the Business Employees pursuant to Section 6.7, to leave such employment or hire, employ or otherwise engage any such individual. Nothing contained in this Section 6.17(b) shall prohibit the Sellers or the Purchaser from employing any person as a result of a general solicitation to the public or general advertising. (c) From and after the Polymers Closing Date (with regard to the Polymers Business and the Polymers Assets) and the Base Chemicals Closing (with regard to the Base Chemicals Business and the Base Chemicals Assets), except as permitted by the Cross License Agreement entered into at such Closing, the Sellers shall not and shall cause their Affiliates and their respective officers, and directors not to, directly or indirectly, disclose, reveal, divulge or communicate to any Person other than authorized officers, directors and employees of the Purchaser or use or otherwise exploit for its own benefit or for the benefit of anyone other than the Purchaser, any Business Intellectual Property that comprises trade secrets or confidential information owned by the Sellers. The Sellers and their officers, directors and Affiliates shall not have any obligation to keep confidential any such Business Intellectual Property that comprises trade secrets or confidential information owned by the Sellers if and to the extent disclosure thereof is specifically required by Law; provided, however, that in the event disclosure is required by applicable Law, the Sellers shall, to the extent reasonably possible, provide the Purchaser with prompt notice of such requirement prior to making any disclosure so that the Purchaser may seek an appropriate protective order. (d) The covenants and undertakings contained in this Section 6.17 relate to matters which are of a special, unique and extraordinary character and a violation of any of the terms of this Section 6.17 will cause irreparable injury to each non-defaulting Party, the amount of which will be impossible to estimate or determine and which cannot be adequately compensated. Accordingly, the remedy at law for any breach of this Section 6.17 will be inadequate. Therefore, any Party will be entitled to an injunction, restraining order or other equitable relief from any court of competent jurisdiction in the event of any breach of this Section 6.17 without the necessity of proving actual damages or posting any bond whatsoever. The rights and remedies provided by this Section 6.17 are cumulative and in addition to any other rights and remedies which the Parties may have hereunder or at Law or in equity.

Non-Competition; Non-Solicitation; Confidentiality. (a) For a period from the Polymers Closing Date until the third (3rd) anniversary of the Polymers Closing Date, the Sellers shall not and shall cause their Affiliates not to, directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or Control of any business, whether in corporate, proprietorship or partnership form or otherwise, engaged in activities and operations involving the development, formulation, testing, technical service, production, manufacturing, marketing, selling or trading of polyethylene, polypropylene and expandable polystyrene in North America or that otherwise competes with the Polymers Business (a “Restricted Business”). For a period from the Base Chemicals Closing Date until the third (3rd) anniversary of the Base Chemicals Closing Datepolypropylene, the Sellers shall not and shall cause their Affiliates not to, directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or Control of any business, whether in corporate, proprietorship or partnership form or otherwise, engaged in activities and operations involving the development, formulation, testing, technical service, production, manufacturing, marketing, selling or trading of ethylene, propylene propylene, expandable polystyrene, and cyclohexane in North America or that otherwise competes with the Base Chemicals Business (also a “Restricted Business”). The ; provided, however, that the restrictions contained in this Section 6.17(a) shall not restrict (i) the acquisition by the Sellers, directly or indirectly, of less than two percent (2%) of the outstanding capital stock of any publicly traded company engaged in a Restricted Business, (ii) the acquisition by the Sellers of an interest in another Person (or its successor) engaged in a Restricted Business, if such Restricted Business generates less than 25% of such Person’s (or its successor’s) aggregate revenues, or to the extent such Restricted Business generates in excess of 25% of such Person’s (or its successor’s) aggregate revenues, if the Sellers cause the acquired Person (or its successor) to divest itself (i.e., sale to an unaffiliated third party) of the Restricted Business as soon as is reasonably practicable, but in any event not later than one (1) year, after such acquisition is consummated, (iii) activities necessary to permit the performance of any Commercial Agreement, or (iv) the continued operation by the Sellers of the Excluded Businesses. (b) For a period from the Original APA Date date hereof until the eighteen-month anniversary of (i) the Polymers Closing Date (in the case of the Polymers Business) or (ii) the Base Chemicals Closing Date (in the case of the Base Chemicals Business)Date, the Sellers shall not and shall cause their directors, officers, employees and Affiliates not to: (Ai) cause, solicit, induce or encourage any Business Employee or Transferred Employee to cease being employed in the Polymers Business or the Base Chemicals Business, as the case may be, as conducted with the Polymers Assets or the Base Chemicals Assets, or hire, employ or otherwise engage any such individual in any other business; or (Bii) cause, induce or encourage any material actual or prospective client, customer, supplier or licensor of the Polymers Business or the Base Chemicals Business (including any existing or former customer of the Sellers and any Person that becomes a client or customer of the Polymers Business or the Base Chemicals Business after the applicable Closing) or any other Person who has a material business relationship with the Polymers Business or the Base Chemicals Business, to terminate or modify any such actual or prospective relationship; provided, however, solely with respect to the Existing Mansonville Business, so long as the Sellers have complied with their obligations set forth in the EPS Exchange and Licensing Agreement, the Sellers shall not be restricted by the provisions of clause (Bii). Except as otherwise provided in Section 6.7, for a period from the Original APA Date date hereof until June 30, 2009the eighteen-month anniversary of the Closing Date, the Purchaser shall not and shall cause its directors, officers, employees and subsidiaries not to: (i) cause, solicit, induce or encourage any employee of the Sellers other than the Business Employees pursuant to Section 6.7, to leave such employment or hire, employ or otherwise engage any such individual. Nothing contained in this Section 6.17(b) shall prohibit the Sellers or the Purchaser from employing any person as a result of a general solicitation to the public or general advertising. (c) From and after the Polymers Closing Date (with regard to the Polymers Business and the Polymers Assets) and the Base Chemicals Closing (with regard to the Base Chemicals Business and the Base Chemicals Assets)Date, except as permitted by the Cross License Agreement entered into at such ClosingAgreement, the Sellers shall not and shall cause their Affiliates and their respective officers, and directors not to, directly or indirectly, disclose, reveal, divulge or communicate to any Person other than authorized officers, directors and employees of the Purchaser or use or otherwise exploit for its own benefit or for the benefit of anyone other than the Purchaser, any Business Intellectual Property that comprises trade secrets or confidential information owned by the Sellers. The Sellers and their officers, directors and Affiliates shall not have any obligation to keep confidential any such Business Intellectual Property that comprises trade secrets or confidential information owned by the Sellers if and to the extent disclosure thereof is specifically required by Law; provided, however, that in the event disclosure is required by applicable Law, the Sellers shall, to the extent reasonably possible, provide the Purchaser with prompt notice of such requirement prior to making any disclosure so that the Purchaser may seek an appropriate protective order. (d) The covenants and undertakings contained in this Section 6.17 relate to matters which are of a special, unique and extraordinary character and a violation of any of the terms of this Section 6.17 will cause irreparable injury to each non-defaulting Party, the amount of which will be impossible to estimate or determine and which cannot be adequately compensated. Accordingly, the remedy at law for any breach of this Section 6.17 will be inadequate. Therefore, any Party will be entitled to an injunction, restraining order or other equitable relief from any court of competent jurisdiction in the event of any breach of this Section 6.17 without the necessity of proving actual damages or posting any bond whatsoever. The rights and remedies provided by this Section 6.17 are cumulative and in addition to any other rights and remedies which the Parties may have hereunder or at Law or in equity.

Non-Competition; Non-Solicitation; Confidentiality. (a) For a period from the Polymers Closing Date until the third (3rd) anniversary of the Polymers Closing Date, the Sellers Shareholder shall not not, and shall cause their each of its Affiliates not to, directly or indirectly, ownown any interest in, manage, operate, control or participate in the ownership, management, operation or Control control of any business, whether in corporate, proprietorship or partnership form or otherwise, engaged in activities and operations involving the developmentmanufacture, formulationsale, testingdistribution or marketing of any Competing Products in the Territory or the provision of a Competing Service in the Territory (each, technical service, production, manufacturing, marketing, selling or trading of polyethylene, polypropylene and expandable polystyrene in North America or that otherwise competes with the Polymers Business (a “Restricted Business”). For a period from ; provided, however, that the Base Chemicals Closing Date until the third (3rd) anniversary of the Base Chemicals Closing Date, the Sellers shall not and shall cause their Affiliates not to, directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or Control of any business, whether in corporate, proprietorship or partnership form or otherwise, engaged in activities and operations involving the development, formulation, testing, technical service, production, manufacturing, marketing, selling or trading of ethylene, propylene and cyclohexane in North America or that otherwise competes with the Base Chemicals Business (also a “Restricted Business”). The restrictions contained in this Section 6.17(a) 7.6 shall not restrict (i) the acquisition by the SellersShareholder and its Affiliates, directly or indirectly, of less than two percent five (25%) of the outstanding capital stock of any publicly traded company engaged in a Restricted Business, Business or (ii) the acquisition and operation by the Sellers Shareholder and its Affiliates of an interest in another Person (or its successor) businesses engaged in a Restricted Business, if Business so long as (x) the revenues from such Restricted Business generates constitute less than 25% ten (10) percent of such Person’s the total revenues of any business acquired by the Shareholder and its Affiliates (or its successor’s) aggregate revenues, or measured for the four calendar quarters prior to the extent execution of the purchase agreement) and (y) the Shareholder and its Affiliates divest such Restricted Business generates in excess of 25% of such Person’s within twelve (or its successor’s12) aggregate revenues, if the Sellers cause the acquired Person (or its successor) to divest itself (i.e., sale to an unaffiliated third party) months of the Restricted Business as soon as is reasonably practicable, but in any event not later than one (1) year, after such acquisition is consummated, (iii) activities necessary to permit the performance of any Commercial Agreement, or (iv) the continued operation by the Sellers closing of the Excluded Businessesacquisition. (b) For a period from From the Original APA Date Closing until the eighteen-month third (3rd) anniversary of (i) the Polymers Closing Date (in the case of the Polymers Business) or (ii) the Base Chemicals Closing Date (in the case of the Base Chemicals Business)Date, the Sellers Shareholder shall not not, and shall cause each of its Affiliates and each of their directors, officers, employees and Affiliates respective Representatives not to: (A) , directly or indirectly, cause, solicit, induce or encourage any Business Employee or Transferred Employee Employees to cease being employed in the Polymers Business or the Base Chemicals Business, as the case may be, as conducted with the Polymers Assets or the Base Chemicals Assets, or hire, employ or otherwise engage any such individual in any other business; or (B) cause, induce or encourage any material actual or prospective client, customer, supplier or licensor of the Polymers Business or the Base Chemicals Business (including any existing or former customer of the Sellers and any Person that becomes a client or customer of the Polymers Business or the Base Chemicals Business after the applicable Closing) or any other Person who has a material business relationship with the Polymers Business or the Base Chemicals Business, to terminate or modify any such actual or prospective relationship; provided, however, solely with respect to the Existing Mansonville Business, the Sellers shall not be restricted discontinue employment by the provisions of clause (B). Except as otherwise provided in Section 6.7, for a period from the Original APA Date until June 30, 2009, the Purchaser shall not and shall cause Company or its directors, officers, employees and subsidiaries not to: (i) cause, solicit, induce or encourage any employee of the Sellers other than the Business Employees pursuant to Section 6.7, to leave such employment Subsidiaries or hire, employ or otherwise engage any such individual. Nothing contained in , it being understood that this Section 6.17(b) 7.6 shall prohibit not restrict the Sellers Shareholder or the Purchaser its Affiliates from employing any person as a result hiring individuals that respond to notices of a general solicitation to of employment placed by the public or general advertisingShareholder. (c) From and after the Polymers Closing Date (with regard to the Polymers Business and the Polymers Assets) and the Base Chemicals Closing (with regard to the Base Chemicals Business and the Base Chemicals Assets), except as permitted by the Cross License Agreement entered into at such ClosingDate, the Sellers Shareholder shall not not, and shall cause their each of its Affiliates and each of their respective officers, and directors Representatives not to, directly or indirectly, disclose, reveal, divulge or communicate to any Person Person, other than authorized officersPurchaser and its Representatives, directors and employees of the Purchaser or use or otherwise exploit for its their own benefit or for the benefit of anyone other than the PurchaserPurchaser and its Representatives, any Business Intellectual Property that comprises trade secrets or confidential information owned by the SellersConfidential Information (as defined below). The Sellers Shareholder, its Affiliates and their officers, directors and Affiliates respective Representatives shall not have any obligation to keep confidential any such Business Intellectual Property that comprises trade secrets or confidential information owned by the Sellers Confidential Information if and to the extent disclosure thereof is specifically required by Law; provided, however, that in the event disclosure is required by applicable Law, the Sellers Shareholder shall, to the extent reasonably possible, provide the Purchaser with prompt notice of such requirement prior to making any disclosure so that the Purchaser may seek an appropriate protective order. (d) The covenants and undertakings contained in this Section 6.17 7.6 relate to matters which are of a special, unique and extraordinary character character, and a violation of any of the terms of this Section 6.17 will cause irreparable injury to each non-defaulting Partythe Purchaser, the amount of which will be impossible to estimate or determine and which cannot be adequately compensated. Accordingly, the remedy at law for any breach of this Section 6.17 will be inadequate. Therefore, any Party the Purchaser will be entitled to an injunction, restraining order or other equitable relief from any court of competent jurisdiction in the event of any breach of this Section 6.17 without the necessity of proving actual damages or posting any bond whatsoever. The rights and remedies provided by this Section 6.17 are cumulative and in addition to any other rights and remedies which the Parties Purchaser may have hereunder or at Law law or in equity. (e) The Parties agree that, if any court of competent jurisdiction in a final, nonappealable judgment determines that a specified time period, a specified geographical area, a specified business limitation or any other relevant feature of this is unreasonable, arbitrary or against public policy, then a lesser time period, geographical area, business limitation or other relevant feature which is determined by such court to be reasonable, not arbitrary and not against public policy, may be enforced against the applicable Party.

Non-Competition; Non-Solicitation; Confidentiality. (a) For a period from the Polymers Closing Date date hereof until the third (3rd) anniversary of the Polymers Closing Date, the Sellers Seller shall not not, and shall cause their all the Affiliates directly or indirectly controlled by Seller not to, directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or Control control of any business, whether in corporate, proprietorship or partnership form or otherwise, engaged in activities and operations involving the development, formulation, testing, technical service, production, manufacturing, marketing, selling or trading of polyethylene, polypropylene and expandable polystyrene in North America or that otherwise competes or that supports or is integrated with a business that competes with, the Polymers Business development, production, sale and marketing of, or services for, systems that perform (A) surveillance and/or interception for governments or law enforcement agencies on telecommunications networks, (B) digital video security and surveillance or (C) recording and quality management in call centers, in each case with such systems recording, retaining and/or analyzing data gathered by such system for use by the customer or end-user, except to the extent necessary to complete all Contracts for Subcontracting to be performed by Purchaser under the Subcontracting Agreements, or in the event of a breach thereof, by a Third Party (a “Seller Restricted Business”). ; provided, however, that the restrictions contained in this Section 7.6(a) shall not restrict the acquisition by Seller, directly or indirectly, of less than 2% of the outstanding capital stock of any publicly traded company engaged in a Seller Restricted Business. (b) For a period from the Base Chemicals Closing Date date hereof until the third (3rd) anniversary of the Base Chemicals Closing Date, the Sellers Purchaser shall not not, and shall cause their all the Affiliates directly or indirectly controlled by Purchaser not to, directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or Control control of any business, whether in corporate, proprietorship or partnership form or otherwise, engaged in activities and operations involving the development, formulation, testing, technical service, production, manufacturing, marketing, selling or trading of ethylene, propylene and cyclohexane in North America or that otherwise competes or that supports or is integrated with a business that competes with, the Base Chemicals Business production, sale and marketing of or services for systems that perform fraud prevention, quality assurance in communications networks, or revenue assurance (also a “Purchaser Restricted Business”). The ; except, solely with respect to this Section 7.6(b) for the completion of the particular projects described in Schedule 7.6(b) provided, however, that the restrictions contained in this Section 6.17(a7.6(b) shall not restrict (i) the acquisition by the SellersPurchaser, directly or indirectly, of less than two percent (2%) % of the outstanding capital stock of any publicly traded company engaged in a Purchaser Restricted Business. In addition to the Purchaser Restricted Business described above, the following businesses described in (iiA) and (B) below shall constitute for the acquisition purposes of this Section 7.2(b) and Section 7.2(c) below “Purchaser Restricted Business”, provided however, that the businesses described in clauses (A) and (B) below shall cease to constitute Purchaser Restricted Business upon the expiration of 18 months from Closing unless on or prior to such xxxx Xxxxxx provides to Purchaser a certificate signed by a senior executive officer of Seller certifying that as of the expiration of such 18 months, Seller expended material resources, measured by the Sellers commitment of an interest funds, personnel and management time and attention in another Person furtherance of all or a material portion of such businesses and considers such business as a material element in its strategic plan presented to and approved by the Board of Directors of Seller: (or its successorA) engaged billing and network management systems in a Restricted Businesstelecom network that implement, if such Restricted Business generates less than 25% monitor, and support the business processes or the network operations, and (B) network management, which shall be understood to mean service provisioning, network monitoring and network configuration as well as fraud management and prevention, revenue protection and assurance, quality of such Person’s (service and performance management, network and fault management, network planning and optimization, risk management as related to revenue assurance or its successor’s) aggregate revenuesfraud detection systems, or network mediation related to the extent such Restricted Business generates in excess of 25% of such Person’s (or its successor’s) aggregate revenuesforegoing, if the Sellers cause the acquired Person (or its successor) to divest itself (i.e., sale to an unaffiliated third party) of the Restricted Business as soon as is reasonably practicable, but in any event not later than one (1) year, after such acquisition is consummated, (iii) activities necessary to permit the performance of any Commercial Agreement, or (iv) the continued operation by the Sellers of the Excluded Businessesand churn management. (bc) For a period from the Original APA Date date hereof until the eighteen-month tenth anniversary of (i) the Polymers Closing Date (in the case of the Polymers Business) or (ii) the Base Chemicals Closing Date (in the case of the Base Chemicals Business)Date, the Sellers Purchaser shall not not, and shall cause their directorsall the Affiliates directly or indirectly controlled by Purchaser not to, officersdirectly or indirectly, employees use, exploit or create any other benefit from, any of the Purchased Assets, the Business Intellectual Property, the ECI Intellectual Property and the MOD IP in any area or field which is within the Purchaser Restricted Business. (d) For a period from the date hereof until the tenth anniversary of the Closing Date, Seller shall not, and shall cause all the Affiliates directly or indirectly controlled by Seller not to, directly or indirectly, use, exploit or create any other benefit from, any of the Seller’s current assets (including the Intellectual Property which is subject to the Module License Agreement or the Patent License Back Agreement) in any area or field which is within the Seller Restricted Business. (e) For a period from the date hereof to the first anniversary of the Closing Date, Seller shall not, and shall cause all the Affiliates directly or indirectly controlled by Seller not to: (Ai) cause, solicit, induce or encourage any Business Employee or Transferred Employee to cease being employed in the Polymers Business or the Base Chemicals Business, as the case may be, as conducted with the Polymers Assets or the Base Chemicals AssetsConsultants who are engaged by Purchaser, or hire, employ any Employees who become Transferred Employees to leave such employment or otherwise engage any such individual individual, provided that nothing herein shall be deemed to be a limitation on soliciting, retaining or engaging such person if the termination of his or her engagement by Purchaser or its Affiliates was not the result of a prohibited solicitation hereunder, provided that a period of at least 60 days after such termination has elapsed; (ii) solicit, induce or encourage any Target Employees or Consultant that received offers of engagement by Purchaser, in any other business; each case who have refused offers to become Transferred Employees pursuant to Article VIII or refused to be engaged by Purchaser, respectively, to become or continue to be employees or consultants of Seller, provided that such restriction shall expire 120 days after the later of Closing or termination of such Target Employees or Consultants by Seller, or (Biii) cause, induce or encourage any material actual or prospective client, customer, supplier or licensor of the Polymers Business or the Base Chemicals Business (including any existing or former customer of the Sellers Seller or its Subsidiaries and any Person that becomes a client or customer of the Polymers Business or the Base Chemicals Business after the applicable Closing) or any other Person who has a material business relationship with the Polymers Business or the Base Chemicals Business, to terminate or adversely modify any such actual or prospective relationship; provided, however, solely with respect to the Existing Mansonville Business, the Sellers shall not be restricted by the provisions of clause . (B). Except as otherwise provided in Section 6.7, for f) For a period from the Original APA Date until June 30date hereof to the first anniversary of the Closing Date, 2009, the Purchaser shall not not, and shall cause its directors, officers, employees and subsidiaries all the Affiliates directly or indirectly controlled by Purchaser not to: (i) cause, solicit, induce or encourage any employee current employees or consultants of the Sellers Seller or its Affiliates (other than the Business Employees pursuant to Section 6.7, any Target Employee) to leave such employment or hire, employ or otherwise engage any such individual. Nothing contained in this Section 6.17(b) , provided that nothing herein shall prohibit be deemed to be a limitation on retaining or engaging such person if the Sellers termination of his or her engagement by Seller or its Affiliates was not the Purchaser from employing any person as a result of a general prohibited solicitation hereunder provided that a period of at least 120 days after such termination has elapsed; or (ii) cause, induce or encourage any material actual or prospective client, customer, supplier or licensor of the Seller whose relationships with Seller are not terminated by virtue of this Agreement (including any existing or former customer of Seller or its Subsidiaries and any Person that becomes a client or customer after the Closing) or any other Person who has a business relationship with the Seller, to terminate or adversely modify any such actual or prospective relationship, provided however that the public foregoing shall not prevent Purchaser from, after Closing, holding discussions with, or general advertisingengaging, solely with respect to pursuit of the Business, existing agents that are employed by Seller both in the Business and in other areas, as long as such other areas are not part of Purchaser Restricted Business. (cg) From and after the Polymers Closing Date (with regard to the Polymers Business and the Polymers Assets) and the Base Chemicals Closing (with regard to the Base Chemicals Business and the Base Chemicals Assets)date hereof, except as permitted by the Cross License Agreement entered into at such Closing, the Sellers Seller shall not and shall cause their the Affiliates controlled by Seller and their respective officersemployees, officers and directors not to, directly or indirectly, disclose, reveal, divulge or communicate to any Person other than authorized officersemployees, officers and directors and employees of the Purchaser Seller or use or otherwise exploit for its own benefit or for the benefit of anyone other than the Purchaser, any Business Intellectual Property that comprises trade secrets Purchaser Related Confidential Information, except for any use or confidential information owned by disclosure in connection with Seller’s business (but not within the SellersSeller Restricted Business) or where otherwise permitted under this Agreement. The Sellers Seller, and their its employees, officers, directors and Affiliates shall not have any obligation to keep confidential any such Business Intellectual Property that comprises trade secrets or confidential information owned by the Sellers Confidential Information if and to the extent disclosure thereof is specifically required by Law; provided, however, that in the event disclosure is required by applicable Law, the Sellers Seller shall, to the extent reasonably possible, provide the Purchaser with prompt notice of such requirement prior to making any disclosure so that the Purchaser may seek an appropriate protective order. (d) The covenants and undertakings contained in . For purposes of this Section 6.17 relate 7.6, “Purchaser Related Confidential Information” shall mean any Trade Secrets with respect to matters which are the Purchased Assets, the Assumed Liabilities or the Business. “Purchaser Related Confidential Information” does not include, and there shall be no obligation hereunder with respect to, information that (i) is in the public domain at the time of disclosure by Purchaser or subsequently becomes so through no fault of Seller; (ii) was known to Seller or in its possession at the time of disclosure without any confidentiality obligation; (iii) is furnished to Seller by a specialthird party having a lawful right to do so; (iv) was explicitly approved for release by written authorization of Purchaser; (v) is developed by Seller independently of the disclosure by Purchaser with no use of any Joint Intellectual Property, unique Licensed Patents, Licensed Modules, the modules licensed to Seller under the Module License Agreement, Licensed Copyright or Licensed Trade Secrets, and extraordinary character and a violation of not containing any information regarding any of the terms foregoing; or (vi) is disclosed in response to a valid order of this Section 6.17 will cause irreparable injury to each non-defaulting Party, the amount of which will be impossible to estimate or determine and which cannot be adequately compensated. Accordingly, the remedy at law for any breach of this Section 6.17 will be inadequate. Therefore, any Party will be entitled to an injunction, restraining order a court or other equitable relief from any court governmental body with jurisdiction over Seller or Purchaser, but only to the extent of competent jurisdiction and for the purposes of such order, provided, however, that Seller shall first notify Purchaser in writing of the event of any breach of this Section 6.17 without the necessity of proving actual damages or posting any bond whatsoever. The rights order, and remedies provided by this Section 6.17 are cumulative and in addition permit Purchaser to any other rights and remedies which the Parties may have hereunder or at Law or in equityseek an appropriate protective order.