discs, computer lists, databases, product lists, price lists, records of all sorts, data samples, models, programs, handbooks, lists of customers, lists of suppliers, financial data, contracts, and any other writings or compilation of information relating in any manner to the operation of the Company or any of its parents, affiliates, subsidiaries, and related companies, including all copies (photocopies, handwritten copies, electronic copies or otherwise) of such documents or writings. Employee’s compliance with this Paragraph 2 may require the removal and/or deletion of data or information defined as Company Property above from any personal computer, smart phone, and/or cell phone. At the Company’s request, Employee agrees to provide the Company with access to Employee’s personal computer, smart phone, and/or cell phone to identify and remove any Confidential Information or Company Property contained thereon. Employee will provide such access and any necessary passwords or access codes no later than five (5) business days after request by the Company. Upon Employee’s separation from the Company, Employee shall provide the Company with any passwords or access codes needed to access any Company computer, smart phone, and/or cell phone that was in Employee’s possession or control during employment.
3. Non-Competition. The restrictive covenants contained in this Paragraph 3 are supported by consideration to Employee from the Company as specified in this Agreement, including, but not limited to, the consideration described in Paragraph 1 hereof and in the Offer Letter. In exchange for the consideration specified herein and as a material incentive for the Company to enter into this Agreement and the Offer Letter, to protect the Company’s material business interests and further align Employee’s interests with the Company’s long term business interests, and to enforce Employee’s obligations under Paragraph 1 hereof, Employee hereby agrees that, during his/her employment with the Company and for a period of one (1) year after termination of Employee’s employment with the Company regardless of the reason for termination (the “Post-Employment Restrictive Period”), Employee shall not, directly or indirectly, as an individual, partner, stockholder, officer, principal, agent, independent contractor, employee, trustee, lender of money or in any other relation or capacity whatsoever, on his/her own behalf or in combination with others (other than on behalf of the Company or its parents, subsidiaries, affiliates, successors, and assigns): (1) engage in any activity or perform any services that contribute to any research, discovery, development, manufacture, importation, marketing, promotion, or sale of one or more Competing Products, to the extent Employee engaged in the same or similar activities and/or performed the same or similar services for or on behalf of the Company; or (2) engage in any activity during the performance of which Confidential Information obtained is likely to be used or disclosed, notwithstanding Employee’s undertaking to the contrary.
Notwithstanding the foregoing, the restrictions in this Paragraph shall only restrict Employee’s activities during the Post-Employment Restrictive Period within the Territory. “Territory” means the U.S. “Competing Products” means any product, process, or service (in each case, whether in existence or under development) that has the same or similar purpose or use as, or improves upon or competes with, in each case, a product, process, or service researched, discovered, developed, manufactured, imported, marketed, sold, or offered for sale by the Company, or one or more of the Company’s parents, subsidiaries, affiliates, successors, and assigns, during Employee’s employment with the Company if Employee worked on and/or received Confidential Information about such product, process, or service during his/her employment with The Company (which products, processes and services include, but are not limited to, the provision of equipment, services and technologies used in the drilling and completion of wells for the production of oil and natural gas, including, without limitation, artificial lift equipment, chemical solutions, and digital technologies). Nothing in this Paragraph prevents Employee from owning not more than two percent (2%) of the issued and outstanding securities of a corporation whose securities are publicly traded and which is subject to the reporting requirements of the Securities Exchange Act of 1934, provided Employee is not involved in the management of such corporation.
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