Common use of Non-Solicitation; No-Hire Clause in Contracts

Non-Solicitation; No-Hire. During the Restricted Period, Executive shall not, and shall cause all of Executive’s Affiliates not to, directly or indirectly through another entity (i) induce or attempt to induce any employee of Parent, Employer or any of their respective Subsidiaries to leave the employ of Parent, Employer or any of their respective Subsidiaries, or in any way interfere with the relationship between Parent, Employer or any of their respective Subsidiaries and any employee thereof (other than in the course of carrying out Executive’s duties and responsibilities during the Employment Period), (ii) hire any employee of Parent, Employer or any of their respective Subsidiaries or hire any former employee of Parent, Employer or any of their respective Subsidiaries within one year after such person ceased to be an employee of Parent, Employer or any of their respective Subsidiaries, (iii) induce or attempt to induce any customer, supplier, licensee or other business relation of Parent, Employer or any of their respective Subsidiaries to cease doing business with Parent, Employer or such Subsidiary or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and Parent, Employer or any such Subsidiary, (iv) directly or indirectly acquire or attempt to acquire an interest in any business relating to the business of Parent, Employer or any of their respective Subsidiaries and with which Parent, Employer or any of their respective Subsidiaries has entertained discussions or has requested and received information relating to the acquisition of such business by Parent, Employer or any of their respective Subsidiaries at any time within the two- year period immediately preceding a Separation (an “Acquisition Target”) or (v) provide services to any entity that acquires or attempts to acquire any Acquisition Target.

Non-Solicitation; No-Hire. During (a) Employee agrees that, effective as of the Restricted PeriodEffective Date and for a period that includes the term of this Agreement and twelve (12) months thereafter, Executive shall Employee will not, and shall cause all of Executive’s Affiliates not to, either directly or indirectly through another indirectly, (i) make known to any person, firm or entity that is in competition with the Business of Employer or any of its subsidiaries or affiliates the names and addresses of any of the suppliers or customers of Employer or any of its subsidiaries or affiliates, potential customers of Employer or any of its subsidiaries or affiliates upon whom Employer or any of its subsidiaries or affiliates has called upon in the last twelve (12) months or contacts of Employer or any of its subsidiaries or affiliates or any other information pertaining to such persons, or (ii) call on, solicit, or take away, or attempt to call on, solicit or take away any of the suppliers or customers of Employer or any of its subsidiaries or affiliates, whether for Employee or for any other person, firm or entity. (b) Regardless of the reason for any termination of Employee’s employment, effective as of the Effective Date and for a period that includes the term of this Agreement and twelve (12) months thereafter, Employee will not, either on his own account or for any other person, firm, partnership, corporation, or other entity (i) solicit any employee of Employer or any of its subsidiaries or affiliates to leave such employment; or (ii) induce or attempt to induce any such employee of Parent, to breach her or his employment agreement with Employer or any of their respective Subsidiaries to leave its subsidiaries or affiliates. (c) As used in this Agreement, “Business” means the employ business of Parentacquiring, Employer or any processing and/or interpreting geophysical data and/or producing and/or conducting geophysical surveys, including, but not limited to, (x) the business of their respective Subsidiariessurface seismic acquisition and/or surface seismic data processing and/or interpretation for the purpose of providing and/or interpreting seismic images of the subsurface of the earth, or in any way interfere with and (y) the relationship between Parentfollowing activities and services: (i) all forms of surface land, Employer or any of their respective Subsidiaries marine, ocean bottom cable and any employee thereof (other than in the course of carrying out Executive’s duties and responsibilities during the Employment Period), transition zone seismic data acquisition; (ii) hire any employee all forms of Parentsurface seismic data processing, Employer or any including the processing of their respective Subsidiaries or hire any former employee of Parenttwo, Employer or any of their respective Subsidiaries within one year after such person ceased to be an employee of Parent, Employer or any of their respective Subsidiaries, three and/or four dimensional vertical seismic profiling; (iii) induce or attempt to induce any customerrecording of data from wellbore seismic arrays performed during simultaneous acquisition of surface two, supplier, licensee or other business relation of Parent, Employer or any of their respective Subsidiaries to cease doing business with Parent, Employer or such Subsidiary or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and Parent, Employer or any such Subsidiary, three and/or four dimensional data; (iv) directly trenched in, buried near surface or indirectly acquire or attempt to acquire an interest in any business relating to the business of Parent, Employer or any of their respective Subsidiaries seabed permanent array installation and with which Parent, Employer or any of their respective Subsidiaries has entertained discussions or has requested and received information relating to the acquisition of such business by Parent, Employer or any of their respective Subsidiaries at any time within the two- year period immediately preceding a Separation (an “Acquisition Target”) or acquisition; (v) provide services surface seismic acquisition, processing, interpretation and/or sales, in each case, of multi-client surveys; (vi) maintenance of surface seismic data processing centers, including licensing and support of surface seismic processing software; (vii) equipment design and manufacture for surface seismic acquisition, processing and interpretation; (viii) research and development programs for any of the items described in this Section 10(c) and seismically-assisted reservoir solutions, including software relating thereto; (ix) surface seismic data management services; (x) interpretation activities related to any entity that acquires or attempts to acquire any Acquisition Targetin support of acquisition and processing activities described in this Section 10(c); (xi) borehole seismic acquisition and installation and acquisition of data from wellbore seismic arrays; (xii) reservoir management; (xiii) commercial seismically-assisted reservoir solutions; and (xiv) non-seismic data management and non-seismic dynamic reservoir characterization and performance prediction.

Non-Solicitation; No-Hire. During the Restricted Non-Compete Period, the Executive shall not, and shall cause all not (without the prior written consent of Executive’s Affiliates not to, the Company) directly or indirectly through another entity indirectly: (i) solicit, induce or attempt to solicit or induce any officer, director or employee of Parent, Employer the Company or any of its Affiliates to terminate their respective Subsidiaries to relationship with or leave the employ of Parent, Employer the Company or any of their respective Subsidiariessuch Affiliate, or in any way interfere with the relationship between Parent, Employer the Company or any of their respective Subsidiaries such Affiliate, on the one hand, and any officer, director or employee thereof (thereof, on the other than in the course of carrying out Executive’s duties and responsibilities during the Employment Period)hand, (ii) hire (or other similar arrangement) any Person (in any capacity whether as an officer, director, employee or consultant) who is or at any time was an officer, director or employee of Parent, Employer the Company or any of their respective Subsidiaries or hire any former employee of Parent, Employer or any of their respective Subsidiaries within one year its Affiliates until six (6) months after such person ceased to be individual’s relationship (whether as an employee of Parentofficer, Employer director or any of their respective Subsidiariesemployee) with the Company or such Affiliate has ended, or (iii) induce or attempt to induce any customer, supplier, prospect licensee or other business relation of Parent, Employer the Company or any of their respective Subsidiaries its Affiliates to cease doing business with Parent, Employer the Company or such Subsidiary Affiliate, or in any way interfere with the relationship between any such customer, supplier, prospect licensee or business relation relation, on the one hand, and Parent, Employer the Company or any such SubsidiaryAffiliate, on the other hand; provided, that clauses (i) and (ii) of this Section 10(c) shall not apply to the solicitation or hiring of the Executive’s administrative assistant; provided, further, that none of (A) the Executive’s acting as a reference for employees, (ivB) any generic, nontargeted advertising affiliated directly or indirectly acquire with the Executive or attempt (C) the Executive’s good faith and proper performance of his duties and responsibilities for the Company and its Affiliates during the Term shall be deemed a breach of this Section 10(c). For purposes of this Section 10(c), “Affiliates” shall be limited to acquire an interest those Affiliates who are engaged in any the same or substantially related business relating to as the business of Parent, Employer Company or any of their respective Subsidiaries its subsidiaries and with other Affiliates in which Parentthe Company, Employer directly or any indirectly, owns 20% or more of their respective Subsidiaries has entertained discussions or has requested and received information relating to the acquisition of such business by Parent, Employer or any of their respective Subsidiaries at any time within the two- year period immediately preceding a Separation (an “Acquisition Target”) or (v) provide services to any entity that acquires or attempts to acquire any Acquisition Targetequity interests.

Non-Solicitation; No-Hire. During the Restricted Period, Executive shall not, and shall cause all of Executive’s Affiliates not to, directly or indirectly through another entity entity (i) induce or attempt to induce any employee of Parent, Employer or any of their respective Subsidiaries to leave the employ of Parent, Employer or any of their respective Subsidiaries, or in any way interfere with the relationship between Parent, Employer or any of their respective Subsidiaries and any employee thereof (other than in the course of carrying out Executive’s duties and responsibilities during the Employment Period), (ii) hire any employee of Parent, Employer or any of their respective Subsidiaries or hire any former employee of Parent, Employer or any of their respective Subsidiaries within one year after such person ceased to be an employee of Parent, Employer or any of their respective Subsidiaries, (iii) induce or attempt to induce any customer, supplier, licensee or other business relation of Parent, Employer or any of their respective Subsidiaries to cease doing business with Parent, Employer or such Subsidiary or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and Parent, Employer or any such Subsidiary, (iv) directly or indirectly acquire or attempt to acquire an interest in any business relating to the business of Parent, Employer or any of their respective Subsidiaries and with which Parent, Employer or any of their respective Subsidiaries has entertained discussions or has requested and received information relating to the acquisition of such business by Parent, Employer or any of their respective Subsidiaries at any time within the two- two-year period immediately preceding a Separation (an “Acquisition Target”) or (v) provide services to any entity that acquires or attempts to acquire any Acquisition Target.

Non-Solicitation; No-Hire. During In consideration of the Restricted payment of all amounts hereunder by Xxxxx and as a condition precedent to Xxxxx’s entry into this Agreement and consummation of the Transactions, during the Restrictive Covenant Period, Executive shall notnone of the Seller Parties shall, and each of the Seller Parties shall cause all of Executivesuch Person’s Affiliates (including, in the case of Sellers, any former equityholders) not to, directly or indirectly through another entity indirectly, (i) recruit, solicit or otherwise induce or attempt to induce any employee employee, officer, manager, consultant or independent contractor of Parent, Employer Buyer or any of their respective Subsidiaries its Affiliates with whom any Seller Party became aware of during the negotiation of this Agreement or who was an employee, officer, manager, consultant or independent contractor of any Seller as of the date hereof or at any time during the preceding six (6) months (each, a “Covered Person”) to leave the employ or services of Parent, Employer Buyer or any of their respective Subsidiariesits Affiliates, or in any way interfere with the relationship between Parent, Employer or any of their respective Subsidiaries and any employee thereof (other than in the course of carrying out Executive’s duties and responsibilities during the Employment Period)as applicable, (ii) employ or hire any employee of Parent, Employer Person who is a Covered Person while such Person has any relationship with Buyer or any of their respective Subsidiaries its Affiliates, as applicable, and for one hundred eighty (180) days thereafter or hire any former employee of Parent, Employer or any of their respective Subsidiaries within one year after such person ceased to be an employee of Parent, Employer or any of their respective Subsidiaries, (iii) recruit, solicit or otherwise induce or attempt to induce any customer, known prospective customer, supplier, licensee licensee, licensor, franchisee or other known business relation of Parentthe Business to terminate, Employer reduce or adversely modify its business with Buyer or any of their respective Subsidiaries to cease doing business with Parentits Affiliates, Employer or such Subsidiary as applicable, or in any way adversely interfere with the relationship between any such customer, known prospective customer, supplier, licensee licensee, licensor, franchisee or other known business relation and Parentof the Business. For the avoidance of doubt, Employer or any such Subsidiarythe restrictions on Affiliates in this Section 7.02(b) shall not extend to Equityholder’s children, (iv) directly or indirectly acquire or attempt to acquire an interest in any business relating but shall prohibit Equityholder from assisting his children to the business of Parent, Employer or any of their respective Subsidiaries and with which Parent, Employer or any of their respective Subsidiaries has entertained discussions or has requested and received information relating to the acquisition of extent such business by Parent, Employer or any of their respective Subsidiaries at any time within the two- year period immediately preceding a Separation (an “Acquisition Target”) or (v) provide services to any entity that acquires or attempts to acquire any Acquisition Targetassistance would violate Equityholder’s obligations under this Section 7.02(b).

Non-Solicitation; No-Hire. During the Restricted Period, Executive shall not, and shall cause all of Executive’s Affiliates not to, directly or indirectly through another entity entity (i) induce or attempt to induce any employee of Parent, Employer or any of their respective Subsidiaries to leave the employ of Parent, Employer or any of their respective Subsidiaries, or in any way interfere with the relationship between Parent, Employer or any of their respective Subsidiaries and any employee thereof (other than in the course of carrying out Executive’s duties and responsibilities during the Employment Period), (ii) hire any employee of Parent, Employer or any of their respective Subsidiaries or hire any former employee of Parent, Employer or any of their respective Subsidiaries within one year after such person ceased to be an employee of Parent, Employer or any of their respective Subsidiaries, (iii) induce or attempt to induce any customer, supplier, licensee or other business relation of Parent, Employer or any of their respective Subsidiaries to cease doing business with Parent, Employer or such Subsidiary or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and Parent, Employer or any such Subsidiary, (iv) directly or indirectly acquire or attempt to acquire an interest in any business relating to the business of Parent, Employer or any of their respective Subsidiaries and with which Parent, Employer or any of their respective Subsidiaries has entertained discussions or has requested and received information relating to the acquisition of such business by Parent, Employer or any of their respective Subsidiaries at any time within the two- year period immediately preceding a Separation (an “Acquisition Target”) or (v) provide services to any entity that acquires or attempts to acquire any Acquisition Target.

Non-Solicitation; No-Hire. During the Restricted Period, Executive shall not, and shall cause all of Executive’s Affiliates not to, directly or indirectly through another entity entity (i) induce or attempt to induce any employee of Parent, Employer or any of their respective Subsidiaries to leave the employ of Parent, Employer or any of their respective Subsidiaries, or in any way interfere with the relationship between Parent, Employer or any of their respective Subsidiaries and any employee thereof (other than in the course of carrying out Executive’s duties and responsibilities during the Employment Period), (ii) hire any employee of Parent, Employer or any of their respective Subsidiaries or hire any former employee of Parent, Employer or any of their respective Subsidiaries within one year after such person ceased to be an employee of Parent, Employer or any of their respective Subsidiaries, (iii) induce or attempt to induce any customer, supplier, licensee or other business relation of Parent, Employer or any of their respective Subsidiaries to cease doing business with Parent, Employer or such Subsidiary or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and Parent, Employer or any such Subsidiary, (iv) directly or indirectly acquire or attempt to acquire an interest in any business relating to the business of Parent, Employer or any of their respective Subsidiaries and with which Parent, Employer or any of their respective Subsidiaries has entertained discussions or has requested and received information relating to the acquisition of such business by Parent, Employer or any of their respective Subsidiaries at any time within the two- year period immediately preceding a Separation (an “Acquisition Target”) or (v) provide services to any entity that acquires or attempts to acquire any Acquisition Target.