(C) Executive shall not make use of any of Executives personal relationships or business contacts developed during the course of employment with the Company and utilized for business purposes within the two (2) years prior to termination, for the benefit of Executive or another, in a competitive manner with respect to the business of the Company.
(e) Covenant Not to Compete.
(i) Executive agrees that during the course of Executives employment and for a period of twelve (12) months immediately following the termination of Executives relationship with the Company for any reason, whether with or without Cause, at the option either of the Company or Executive, with or without notice, Executive will not, either directly or indirectly, (i) serve as an advisor, agent, consultant, director, employee, officer, partner, proprietor or otherwise of, (ii) have any ownership interest in (except for passive ownership of one percent (1%) or less of any entity whose securities have been registered under the Securities Act of 1933, as amended (the Securities Act), or Section 12 of the Exchange Act) or (iii) participate in the organization, financing, operation, management or control of, any business in competition with the Companys business as conducted by the Company during the course of Executives employment with the Company. The foregoing covenant shall cover Executives activities in every part of the Territory. Territory shall mean (i) all counties in the State of Texas, (ii) all other states of the United States of America and (iii) all other countries of the world; provided that, with respect to clauses (ii) and (iii), the Company maintains non-trivial operations, facilities, or customers in such geographic area prior to the date of the termination of Executives relationship with the Company.
(ii) Executive acknowledges that Executives fulfillment of the obligations contained in this Agreement and the Confidentiality Agreement, including, but not limited to, Executives obligation neither to use, except for the benefit of the Company, or to disclose the Companys Confidential Information and Executives obligation not to compete contained in subsection 9(e)(i) above is necessary to protect the Companys Confidential Information and to preserve the Companys value and goodwill. Executive further acknowledges the time, geographic and scope limitations of Executives obligations under subsection 9(e)(i) above are reasonable, especially in light of the Companys desire to protect its Confidential Information, and that Executive will not be precluded from gainful employment if Executive is obligated not to compete with the Company during the period and within the Territory as described above.
(iii) The covenants contained in subsection 9(e)(i) above shall be construed as a series of separate covenants, one for each city, county and state of any geographic area in the Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in subsection 9(e)(i). If, in any judicial proceeding, a court refuses to enforce any of such separate covenants (or any part thereof), then such unenforceable covenant (or such part) shall be eliminated from this Agreement to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. In the event the provisions of subsection 9(e)(i) are deemed to exceed the time, geographic or scope limitations permitted by applicable law, then such provisions shall be reformed to the maximum time, geographic or scope limitations, as the case may be, then permitted by such law.