Common use of Non-Solicitation; Confidentiality Clause in Contracts

Non-Solicitation; Confidentiality. (a) For a period of one year from and after the NESR Closing Date, the Selling Stockholders shall not, and shall cause their directors, officers or employees (acting in their capacity as such) not to, directly or indirectly: (i) cause, solicit, induce or encourage any Senior Managers of the Company or the Subsidiaries to leave such employment for the purpose of hiring, employing or otherwise engaging any such individual, except in the event that any Senior Manager responds to any bona fide employment advertisement that is not directed at one or more of the Senior Managers; or (ii) cause, induce or encourage any client or supplier which is party to a Material Contract as of the date hereof to terminate any such Material Contract or modify it in a manner that is materially adverse to the Company or any Subsidiary. (b) From and after the NESR Closing Date, the Selling Stockholders shall not and shall cause their directors, officers and employees not to, directly or indirectly, disclose, reveal, divulge or communicate to any Person other than authorized officers, directors and employees of the Purchaser any Confidential Information (as defined below). The Selling Stockholders shall not have any obligation to keep confidential (or cause its officers, directors or Affiliates to keep confidential) any Confidential Information if and to the extent disclosure thereof is required by applicable Law; provided, however, that in the event disclosure is required by applicable Law, the Selling Stockholders 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. (c) From the date of this Agreement until the NESR Closing Date, the Purchaser shall not and shall cause its directors, officers and employees not to, directly or indirectly, disclose, reveal, divulge or communicate to any Person other than authorized officers, directors and employees of the Selling Stockholders any Confidential Information (as defined below). The Purchaser shall not have any obligation to keep confidential (or cause its officers, directors or Affiliates to keep confidential) any Confidential Information if and to the extent disclosure thereof is required by applicable Law; provided, however, that in the event disclosure is required by applicable Law, the Purchaser shall, to the extent reasonably possible, provide the Company with prompt notice of such requirement prior to making any disclosure so that the Company may seek an appropriate protective order. (d) For the purposes of this Section 6.7(b) and 6.7(c), “Confidential Information” means any information with respect to the Company or any of the Subsidiaries, including methods of operation, customer lists, products, prices, fees, costs, inventions, trade secrets, know-how, marketing methods, plans, personnel, suppliers, competitors, markets or other specialized information or proprietary matters.

Non-Solicitation; Confidentiality. (a) For a period The parties to this Agreement hereby covenant and agree on behalf of one year themselves and their Affiliates that from and after the NESR Closing DateDate until one (1) year thereafter, neither they nor any of their Affiliates shall, directly or indirectly, solicit or hire for employment (or make offers of employment to, or accept any business services from, including as a consultant) any employee or any other party to this Agreement. (b) The Company and its Subsidiaries, CMA, MAQ and the Selling Stockholders Merger Subsidiary shall notkeep, and shall cause their directorsAffiliates and their respective employees to keep, officers or employees (acting in their capacity as such) not to, directly or indirectly: (i) cause, solicit, induce or encourage any Senior Managers of the Company or the Subsidiaries to leave such employment for the purpose of hiring, employing or otherwise engaging any such individual, except in the event that any Senior Manager responds to any bona fide employment advertisement that is not directed at one or more of the Senior Managers; or (ii) cause, induce or encourage any client or supplier which is party to a Material Contract as of the date hereof to terminate any such Material Contract or modify it in a manner that is materially adverse to the Company or any Subsidiary. (b) From and after the NESR Closing Date, the Selling Stockholders shall not all confidential and shall cause their directors, officers and employees not to, directly or indirectly, disclose, reveal, divulge or communicate to any Person other than authorized officers, directors and employees of the Purchaser any Confidential Information (as defined below). The Selling Stockholders shall not have any obligation to keep confidential (or cause its officers, directors or Affiliates to keep confidential) any Confidential Information if and to the extent disclosure thereof is required by applicable Law; provided, however, that in the event disclosure is required by applicable Law, the Selling Stockholders 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. (c) From the date of this Agreement until the NESR Closing Date, the Purchaser shall not and shall cause its directors, officers and employees not to, directly or indirectly, disclose, reveal, divulge or communicate to any Person other than authorized officers, directors and employees of the Selling Stockholders any Confidential Information (as defined below). The Purchaser shall not have any obligation to keep confidential (or cause its officers, directors or Affiliates to keep confidential) any Confidential Information if and to the extent disclosure thereof is required by applicable Law; provided, however, that in the event disclosure is required by applicable Law, the Purchaser shall, to the extent reasonably possible, provide the Company with prompt notice of such requirement prior to making any disclosure so that the Company may seek an appropriate protective order. (d) For the purposes of this Section 6.7(b) and 6.7(c), “Confidential Information” means any information with respect to the Company or any of the Subsidiaries, including methods of operation, customer lists, products, prices, fees, costs, inventions, trade secretsproprietary information, know-how, marketing methodstechnical information or trade secrets to the extent relating to CMA, plansMAQ, personnelthe Merger Subsidiary, suppliersthe Company and its Subsidiaries, competitorstheir business and the Vessels (collectively, markets “Confidential Information”), confidential and shall not disclose any Confidential Information to any Person and shall not use any Confidential Information for their own purposes or advantages unless and until such information (i) is or becomes a matter of public knowledge through no breach by the Company and its Subsidiaries, MAQ, the Merger Subsidiary, CMA or any of their Affiliates of any obligation to the Surviving Company or its Affiliates, (ii) is lawfully acquired from a third party without restrictions of confidentiality, (iii) is independently developed by the Company and its Subsidiaries, CMA, MAQ, or the Merger Subsidiary or their Affiliates without reliance on other Confidential Information or (iv) is required to be disclosed by applicable Legal Requirement, subpoena or other specialized information legal process; provided, that in case of any potential disclosure under this subclause (iv), the party that is required to disclose the Confidential Information shall provide the other non-disclosing parties with prompt written notice of such requirement, including copies of subpoenas or proprietary mattersOrders requesting or ordering such disclosure of Confidential Information, cooperate reasonably with the other parties in resisting the disclosure of such Confidential Information via a protective Order or other appropriate legal action, and shall incorporate the other parties and the other parties’ advisors’ comments to such disclosure.

Non-Solicitation; Confidentiality. (a) For a The Company agrees that, during the period beginning on the Closing Date and ending on the second anniversary of one year from and after the NESR Closing Date, without the Selling Stockholders prior written consent of Purchaser, it shall not, and shall cause their directors, officers or employees (acting in their capacity as such) not permit any of its Affiliates to, directly or indirectly: (i) cause, solicitcontact, induce approach or encourage any Senior Managers of the Company or the Subsidiaries to leave such employment solicit for the purpose of hiringoffering employment to or hiring (whether as an employee, employing consultant, agent, independent contractor or otherwise engaging otherwise) or hire any such individual, except in the event that person employed by any Senior Manager responds to any bona fide employment advertisement that is not directed at one or more of the Senior Managers; or (ii) cause, induce or encourage any client or supplier which is party to a Material Contract as of the date hereof to terminate any such Material Contract or modify it in a manner that is materially adverse to the Company or any SubsidiaryPurchased Business Subsidiaries. (b) From and after the NESR Closing Datedate of this Agreement, the Selling Stockholders Company shall not (and shall cause their directorseach of its Affiliates to) treat and hold as confidential any information concerning any of the Purchased Business Subsidiaries and/or the Purchased Business that is not already generally available to the public, officers and employees not toincluding any notes, directly analyses, compilations, studies, forecasts, interpretations or indirectlyother documents that are derived from, disclosecontain, revealreflect or are based upon any such information (the “Purchaser Confidential Information”), divulge or communicate to refrain from using any Person other than authorized officers, directors and employees of the Purchaser any Confidential Information except in connection with the performance of their obligations under this Agreement, and deliver promptly to Purchaser, at the request and option of Purchaser, all tangible embodiments (as defined below)and all copies) of the Purchaser Confidential Information which are in its possession or under its control. The Selling Stockholders Notwithstanding the foregoing, Purchaser Confidential Information shall not have include information that is (i) generally available to the public other than as a result of a breach of this Section 7.5(b), (ii) independently developed without use of or reference to the Purchaser Confidential Information, or (iii) rightfully received after the Closing Date from a Third Party not under any obligation of confidentiality with respect to keep confidential (or cause its officers, directors or Affiliates to keep confidential) any Confidential Information if and to the extent disclosure thereof is required by applicable Law; provided, however, that in such information. In the event disclosure that the Company or any of its Affiliates is requested or required (by applicable Laworal question or request for information or documents in any legal proceeding, interrogatory, subpoena, civil investigative demand, or similar process) to disclose any Purchaser Confidential Information, such Person shall notify Purchaser promptly of the Selling Stockholders shall, to the extent reasonably possible, provide the Purchaser with prompt notice of such request or requirement prior to making any disclosure so that the Purchaser may seek an appropriate protective order. (c) From order or waive compliance with the date of this Agreement until the NESR Closing Date, the Purchaser shall not and shall cause its directors, officers and employees not to, directly or indirectly, disclose, reveal, divulge or communicate to any Person other than authorized officers, directors and employees of the Selling Stockholders any Confidential Information (as defined below). The Purchaser shall not have any obligation to keep confidential (or cause its officers, directors or Affiliates to keep confidential) any Confidential Information if and to the extent disclosure thereof is required by applicable Law; provided, however, that in the event disclosure is required by applicable Law, the Purchaser shall, to the extent reasonably possible, provide the Company with prompt notice of such requirement prior to making any disclosure so that the Company may seek an appropriate protective order. (d) For the purposes of this Section 6.7(b) and 6.7(c), “Confidential Information” means any information with respect to the Company or any of the Subsidiaries, including methods of operation, customer lists, products, prices, fees, costs, inventions, trade secrets, know-how, marketing methods, plans, personnel, suppliers, competitors, markets or other specialized information or proprietary matters.provisions of

Non-Solicitation; Confidentiality. (a) For Unless otherwise agreed in writing by Purchaser, for a period of one year two (2) years from and after the NESR Closing Date, the Selling Stockholders each Restricted-Seller shall not, and shall cause their directorsits Affiliates (including Affiliates who are Sellers) not to, officers directly or indirectly cause, solicit, induce or encourage any employees of the Company to leave such employment or hire, employ or otherwise engage any such individual unless such employee of the Company was terminated without Cause from his employment with the Company or resigned from such employment for Good Reason. (acting b) Unless otherwise agreed in their capacity as suchwriting by Purchaser, for a period of three (3) years from and after the Closing Date, each Restricted Seller shall not, and shall cause its Affiliates (including Affiliates who are Sellers) not to, directly or indirectly: (i) cause, solicit, induce or encourage any Senior Managers Material Employees of the Company or the Subsidiaries to leave such employment for the purpose of hiringor hire, employing employ or otherwise engaging engage any such individual, except in individual unless such Material Employee was terminated without Cause from his employment with the event that any Senior Manager responds to any bona fide Company or resigned from such employment advertisement that is not directed at one or more of the Senior Managersfor Good Reason; or (ii) cause, induce or encourage any material actual or prospective client, customer, supplier, or licensor of the Company (including any existing customer of the Company and any Person that becomes a client or supplier which is party to a Material Contract as customer of the date hereof Company after the Closing) or any other Person who has a material business relationship with the Company, to terminate or modify any such Material Contract actual or modify it in a manner that is materially adverse to the Company or any Subsidiaryprospective relationship. (bc) From and after the NESR Closing Datedate hereof and continuing in perpetuity or until the termination of this Agreement in accordance with ARTICLE IX, the Selling Stockholders each Seller shall not and shall use its best efforts to cause their his or her directors, officers officers, employees and employees Affiliates not to, directly or indirectly, disclose, reveal, divulge or communicate to any Person other than authorized officers, directors and employees of Purchaser or use or otherwise exploit for its own benefit or for the Purchaser benefit of anyone other than Purchaser, any Confidential Information (as defined below). The Selling Stockholders No Seller shall not have any obligation to keep confidential (or cause its officers, directors or Affiliates to keep confidential) any Confidential Information if and to the extent disclosure thereof is required by applicable Law; provided, however, that in the event disclosure is required by applicable Law, the Selling Stockholders 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. (c) From the date of this Agreement until the NESR Closing Date, the Purchaser shall not and shall cause its directors, officers and employees not to, directly or indirectly, disclose, reveal, divulge or communicate to any Person other than authorized officers, directors and employees of the Selling Stockholders any Confidential Information (as defined below). The Purchaser shall not have any obligation to keep confidential (or cause its officers, directors or Affiliates to keep confidential) any Confidential Information if and to the extent disclosure thereof is required by applicable Law; provided, however, that in the event disclosure is required by applicable Law, the Purchaser shall, to the extent reasonably possible, provide the Company with prompt notice of such requirement prior to making any disclosure so that the Company may seek an appropriate protective order. (d) For the purposes of this Section 6.7(b) and 6.7(c), “Confidential Information” means any information with respect to the Company or any of the Subsidiaries, including methods of operation, customer lists, products, prices, fees, costs, inventions, trade secrets, know-how, marketing methods, plans, personnel, suppliers, competitors, markets or other specialized information or proprietary matters.DAL:0506861/00010:1931463v15

Non-Solicitation; Confidentiality. (a) For a period from the date hereof to the second (2nd) anniversary of one year from and after the NESR Closing Date, the Selling Stockholders Seller shall not, and Xxxx Xx and its Subsidiaries shall cause not, and their respective directors, officers or and employees (acting in their capacity as such) shall not to, directly or indirectly: (i) cause, solicit, induce or encourage any Senior Managers of the Company or the Subsidiaries Continuing Employees to leave such employment for the purpose of hiringor hire, employing employ or otherwise engaging engage any such individual, except in the event that any Senior Manager responds to any bona fide employment advertisement that is not directed at one or more individual (other than by means of the Senior Managers; or (ii) cause, induce or encourage any client or supplier which is party to a Material Contract as general advertising of the date hereof to terminate any such Material Contract or modify it in a manner that is materially adverse to the Company or any Subsidiaryemployment). (b) From For a period of three (3) years following the Closing, Xxxx Xx and after the NESR Closing Dateits Subsidiaries and Seller shall not, the Selling Stockholders shall not and shall cause their respective directors, officers and employees shall not to, directly or indirectly, disclose, reveal, disclose or divulge or communicate to any Person other than authorized officers, directors and employees information of the Purchaser any Confidential Information (as defined below). The Selling Stockholders shall not have any obligation to keep confidential (Facility, the Acquired Assets or cause its officers, directors or Affiliates to keep confidential) any Confidential Information if and to the extent disclosure thereof is required by applicable LawAssumed Liabilities; provided, howeverthat the foregoing restriction shall not apply to information (i) which becomes available to Xxxx Xx, that any of its Subsidiaries, Seller or any of their respective directors, officers and employees from a third-party source or (ii) which is in the public domain or enters into the public domain without breach of this Agreement by Xxxx Xx, any of its Subsidiaries, Seller or any of their respective directors, officers and employees. Notwithstanding the foregoing, (1) the obligations of confidentiality under this Section 5.13(b) shall not (A) limit Xxxx Ag’s and its Subsidiaries’ use or disclosure of residuals resulting from the ownership or operation of the Facility or the Acquired Assets and (B) restrict the trading activities of Xxxx Xx or its Subsidiaries and (2) in the event disclosure Xxxx Xx and its Subsidiaries, Seller or any of their respective Affiliates or any of such person’s directors, officers and employees is requested or required (by applicable Laworal questions, interrogatories, requests for information or documents in a legal proceeding, subpoena or other similar process) to disclose information of the Facility, the Selling Stockholders shallAcquired Assets or the Assumed Liabilities; (i) Seller shall promptly notify Buyer in writing unless prohibited by Law or legal process, which notification shall include the nature of such legal requirement and the extent of the required disclosure, and will use its commercially reasonable efforts to cooperate with Buyer, at Buyer’s expense, to preserve, to the extent reasonably possible, provide the Purchaser with prompt notice confidentiality of such requirement prior information and (ii) in the absence of a protective order or other remedy or the receipt of a waiver by Buyer, Seller is legally required to making any disclosure so disclose such information, Seller may, without liability hereunder, disclose to such Person or tribunal only that portion of the Purchaser may seek an appropriate protective orderinformation which Seller has determined in good faith is legally required to be disclosed, provided that Seller uses its reasonable best efforts to preserve the confidentiality of the information. The term “residuals” means non-specific information in non-tangible form, which is retained in the unaided memory of a person who has had access to the Seller’s information. (c) From The covenants and undertakings contained in this Section 5.13 relate to matters which are of a special, unique and extraordinary character and a violation of any of the date terms of this Agreement until the NESR Closing DateSection 5.13 will cause irreparable injury to Buyer, the Purchaser shall amount of which will be impossible to estimate or determine and which cannot and shall cause its directorsbe adequately compensated. Accordingly, officers and employees not tothe remedy at law for any breach of this Section 5.13 will be inadequate. Therefore, directly Buyer will be entitled to an injunction, restraining order or indirectly, disclose, reveal, divulge or communicate to other equitable relief from any Person other than authorized officers, directors and employees court of the Selling Stockholders any Confidential Information (as defined below). The Purchaser shall not have any obligation to keep confidential (or cause its officers, directors or Affiliates to keep confidential) any Confidential Information if and to the extent disclosure thereof is required by applicable Law; provided, however, that competent jurisdiction in the event disclosure is required of any breach of this Section 5.13 without the necessity of proving actual damages or posting any bond whatsoever. The rights and remedies provided by applicable Lawthis Section 5.13 are cumulative and in addition to any other rights and remedies which Buyer may have hereunder or at law or in equity. If Buyer were to seek damages for any breach of this Section 5.13, the Purchaser shall, portion of the Purchase Price which is allocated by the Parties to the extent reasonably possible, provide the Company with prompt notice foregoing covenant shall not be considered a measure of or limit on such requirement prior to making any disclosure so that the Company may seek an appropriate protective orderdamages. (d) For the purposes The Parties agree that, if any court of competent jurisdiction in a final non-appealable judgment determines that a specified time period, a specified business limitation or any other relevant feature of this Section 6.7(b) and 6.7(c)5.13 is unreasonable, “Confidential Information” means any information with respect to the Company arbitrary or any of the Subsidiariesagainst public policy, including methods of operationthen a lesser time period, customer lists, products, prices, fees, costs, inventions, trade secrets, know-how, marketing methods, plans, personnel, suppliers, competitors, markets business limitation or other specialized information or proprietary mattersrelevant 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-Solicitation; Confidentiality. (a) The Seller acknowledges that it is familiar with the Trade Secrets and other confidential information of the Paragon Companies, and that the business of the Paragon Companies is reasonably expected to operate throughout the world. Therefore, the Seller agrees to the covenants set forth in this Section 8.2 and acknowledges that Purchaser would not have entered into this Agreement but for the Seller’s agreement to the restrictions set forth in this Section 8.2. (b) For a period of one year two (2) years from and after the NESR Closing DateDate (the “Non-Solicitation Restricted Period”), the Selling Stockholders Seller shall not, and the Seller shall cause their directors, officers or employees (acting in their capacity as such) not to, directly or indirectly: (i) cause, solicit, induce or encourage any Senior Managers of the Company or the Subsidiaries to leave such employment for the purpose of hiring, employing or otherwise engaging any such individual, except in the event that any Senior Manager responds to any bona fide employment advertisement that is not directed at one or more of the Senior Managers; or (ii) cause, induce or encourage any client or supplier which is party to a Material Contract as of the date hereof to terminate any such Material Contract or modify it in a manner that is materially adverse to the Company or any Subsidiary. (b) From and after the NESR Closing Date, the Selling Stockholders shall not and shall cause their directors, officers and employees its Affiliates not to, directly or indirectly, disclosehire, revealengage, divulge or communicate solicit for employment (or engagement as a consultant) any individual (other than Xxxxx Xxxxx) who was employed (or engaged as a consultant but effectively functioned as an employee) by any Paragon Company during the one (1) year period prior to Closing, or encourage or induce or attempt to encourage or induce any such employee or consultant to leave such employment or engagement, except that the foregoing prohibition on solicitation shall not prohibit a general solicitation by means of general advertisement which is not specifically directed at such employees or consultants or the hiring of any individual whose employment or engagement with the Paragon Companies has been terminated for a period of at least six (6) months prior to any Person other than authorized officers, directors and employees solicitation of the Purchaser any Confidential Information (as defined below). The Selling Stockholders shall not have any obligation to keep confidential (employment discussion with Seller or cause its officers, directors or Affiliates to keep confidential) any Confidential Information if and to the extent disclosure thereof is required by applicable Law; provided, however, that in the event disclosure is required by applicable Law, the Selling Stockholders 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 orderAffiliates. (c) From During the date of this Agreement until the NESR Closing DateNon-Solicitation Restriction Period, the Purchaser shall not Seller shall, and shall cause its directorsAffiliates, officers representatives and employees not agents to, directly hold in confidence (and not disclose or indirectly, disclose, reveal, divulge or communicate provide access to any Person other than authorized officersPerson) and not use, directors any and employees of all confidential or proprietary information, whether written or oral, concerning the Selling Stockholders any Confidential Information (as defined below). The Purchaser shall not have any obligation to keep confidential (or cause its officersParagon Companies, directors or Affiliates to keep confidential) any Confidential Information if and except to the extent disclosure thereof that such information: (i) is required generally available to and known by applicable Lawthe public through no fault of the Seller or any of its Affiliates, representatives or agents; providedor (ii) was lawfully acquired by the Seller or any of its Affiliates, howeverrepresentatives or agents from and after the Closing from sources unrelated to Purchaser, that in the event disclosure Paragon Companies or the Seller which, to Seller’s knowledge, are not prohibited from disclosing such information by a legal or contractual obligation. If the Seller or any of its Affiliates, representatives or agents is required compelled to disclose any information by applicable judicial or administrative process or by other requirements of Law, the Seller shall promptly notify Purchaser shallin writing. Subject to Seller’s consultation with its legal counsel that compliance with Seller’s obligations in this sentence would not materially prejudice its position or defense, and prior to the extent reasonably possibledisclosure of any such information, provide Seller will consult with Purchaser as to whether Purchaser intends to take legally available steps to resist or narrow such request. It is further agreed that if, in the Company absence of a protective order or the receipt of a waiver hereunder, Seller is nonetheless, after consultation with prompt notice its legal counsel, compelled to disclose or produce such confidential or proprietary information, Seller may disclose or produce only that portion of such requirement information to any Governmental Authority as its counsel believes is legally required. Notwithstanding anything to the contrary set forth in this Agreement, the Seller and its Affiliates shall be permitted to use confidential and proprietary information of the Paragon Companies solely in connection with their confidential Tax or accounting purposes, legal compliance, or to enforce their respective rights under this Agreement or the other Transaction Documents. Notwithstanding anything in this Agreement to the contrary, this Section 8.2(c) shall not apply to Seller or its Affiliates with respect to any information of a nature that would typically be provided by private equity funds with respect to their prior portfolio companies to making any disclosure so that the Company may seek an appropriate protective orderinvestors or prospective investors. (d) For the purposes The Parties acknowledge and agree that Purchaser and each of its Affiliates, successors, and assigns would suffer irreparable harm from a breach of this Section 6.7(b) 8.2 by the Seller and 6.7(c)that money damages would not be an adequate remedy for any such breach. Therefore, “Confidential Information” means in the event of a breach or threatened breach of this Section 8.2, Purchaser and each of its Affiliates or their respective successors and assigns, in addition to other rights and remedies available at Law or in equity, shall be entitled to specific performance, injunctive, and other equitable relief in order to enforce or prevent any information with respect breach of the provisions of this Agreement without posting a bond or other security. The restrictive covenants set forth in this Section 8.2 shall be construed as agreements independent of any other provision in this Agreement, and the existence of any claim or cause of action of the Seller against Purchaser, whether predicated upon this Agreement or any other Transaction Document or otherwise, shall not constitute a defense to the Company enforcement by Purchaser of any restrictive covenant contained in this Section 8.2. Purchaser has fully performed all obligations entitling it to the restrictive covenants set forth in this Section 8.2, and such restrictive covenants therefore are not executory or any otherwise subject to rejection under Chapter 11 of Title 11 of the SubsidiariesUnited States Code. (e) If the final judgment of a Court declares any term or provision of this Section 8.2 to be invalid or unenforceable, including methods the Parties agree that the court making the determination of operationinvalidity or unenforceability shall have the power to reduce the scope or duration, customer listsof the term or provision, productsto delete specific words or phrases, pricesor to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, feesand this Agreement shall be enforceable as so modified to cover the maximum duration, costsscope or area permitted by Law. The Seller, inventionson behalf of itself and its Affiliates, trade secretsrepresentatives and agents, know-how, marketing methods, plans, personnel, suppliers, competitors, markets or agrees that the restrictions contained in this Section 8.2 are reasonable and necessary to protect Purchaser’s legitimate business interests and the Company’s goodwill purchased pursuant to this Agreement and the other specialized information or proprietary mattersTransaction Documents.