Promptly (and in any event, within three Business Days) upon becoming aware of (a) any actual or potential Conflict of Interest or (b) any lawsuit, claim or arbitration filed against or involving Employee or any trust or vehicle owned or controlled by Employee and relating to acts or omissions in connection with Employee’s employment with the Company or GP Natural Resource Partners LLC, in each case, Employee shall disclose such actual or potential Conflict of Interest or such lawsuit, claim or arbitration to the Company. A “ Conflict of Interest ” shall exist when Employee engages in, or plans to engage in, any activities, associations, or interests that conflict with, or create an appearance of a conflict with, Employee’s duties, responsibilities, authorities, or obligations for and to the NRP Group. During the Term, Employee may seek and obtain employment elsewhere in addition to his employment with Company, so long as Employee continues to abide by the terms of this paragraph and all other terms of this Agreement during such employment elsewhere.