End User License Agreement
Read the terms and conditions for licensing data sets and models produced as part of the SEG Advanced Modeling Corporation's Phase I Project.
This Non-Exclusive Data-Use License is between the SEG Advanced Modeling Corporation (SEAM) ("Licensor") and the entity named on the SEAM Data Form ("Licensee"). This agreement is effective upon payment of the required license fees by the Licensee and will remain in effect until terminated.
The Licensee should carefully read the following license agreement before licensing any data. If Licensee does not agree with the terms of this agreement, Licensee may NOT license the data.
In consideration of the mutual promises contained in this License, Licensor agrees to grant to Licensee and Licensee agrees to accept a non-exclusive license to use certain Data upon the terms and conditions set forth in this License.
Definitions Capitalized terms used in this License have the following meanings:
"Acquirer(s)" means Third Parties that acquire, either directly or indirectly, Ownership or Control, whether accomplished voluntarily or by operation of law, by statutory merger, consolidation or share exchange, by stock or asset sale or purchase, or by any other transaction method.
"Confidentiality Agreement(s)" means a written agreement between Licensee and a Third Party to maintain the Data and Derivatives in strict confidence as provided in this License and not to Show or Transfer the Data, Derivatives, or any analyses or interpretations thereof to any Third Party. Such Confidentiality Agreement shall be substantially the same in form and substance as the respective versions of Confidentiality Agreement attached hereto as Exhibit B.
"Consultant(s)" means Third Parties which are bona fide, recognized consultants in the geophysical industry engaged by Licensee to interpret or make other technical studies of the Data for the sole use and benefit of Licensee. Licensee's Consultants may not be Prospective Partners, Partners, Prospective Acquirers or Acquirers.
"Control(s)" means the ability to, directly or indirectly, direct, manage and/or dictate the actions of and/or determine the management of the entity in question by any method, including without limitation, by the election of members of the Board of Directors or other governing body of such entity, by having the ability to exercise control over a majority number of members of such governing body or through the Ownership of, or the exercise of voting or consensual rights with respect to, the common stock, voting securities or other interests held in such entity.
“Data” means digital SEAM Models and data sets subject to this License as more particularly described in the SEAM Data Form and catalog.
“Derivative(s)” means any digital product derived, generated, or created from the Data, including, but not limited to, any and all processed and reprocessed Data, regardless of the form or medium on which it is displayed or stored whether produced by Licensor, Licensee or Third Parties; provided, however, that those products which qualify as Licensee Interpretations, as defined herein below, are expressly excluded from “Derivatives”.
"Effective Date" is defined in the first paragraph of this License.
"License" is defined in the first paragraph hereof.
"Licensee" is defined in the first paragraph of this License.
"Licensor" is defined in the first paragraph of this License.
“Licensee Interpretation(s)” means products created by Licensee or its Consultants that are based upon Data and/or Derivatives but do not directly incorporate actual digital SEAM Data or Derivative values or magnitudes, including visual images (e.g. plots) of data, models, and results obtained from the data and models.
"Ownership" or "Owns" means, direct or indirect rights in, or legal title to, greater than fifty percent (50%) of (i) the outstanding common stock or other voting securities, (ii) equity interest, (iii) economic interest, (iv) voting power, (v) management, or (vi) interest in the profits.
"Parties" means Licensor and Licensee. "Party" means either Licensor or Licensee.
"Partner(s)" means Third Parties contractually related to Licensee in Third Party Business Transactions (whether or not such relationships constitute a partnership at law).
"Processor(s)" means Third Parties which are bona fide recognized contractors that are engaged by Licensee to provide reformatting or reprocessing services for geophysical and geological data for the sole use and benefit of Licensee; provided that such contractors are not, directly or indirectly, related to or in the business of exploring for or producing hydrocarbons.
"Prospective Acquirer(s)" means any Third Party who is conducting bona fide negotiations in an endeavor to become an Acquirer.
"Prospective Partner(s)" means any Third Party who is conducting bona fide negotiations in an endeavor to become a Partner.
"Related Entity" or "Related Entities" means any entity which, as of the Effective Date of this License, is (i) wholly owned by Licensee (Licensee's subsidiary), or (ii) wholly owns Licensee (Licensee's parent), or (iii) is a result of an internal reorganization provided such reorganization shall not include entities formed after the Effective Date to accomplish a statutory merger, consolidation, asset sale or purchase, stock sale or purchase or any other transaction with an entity that is not defined as a Related Entity as of the Effective Date of this License.
"Show(n)" means to display or otherwise allow passive viewing, under the direct supervision and control of Licensee, of the Data or Derivatives for short periods of time to a Third Party in secure environments whereby such Third Parties are not able to (i) operate any computer workstation on which the Data or Derivatives are displayed; (ii) make copies, summaries, transcriptions, reproductions or interpretations of any type; (iii) remove copies, summaries or transcriptions of the Data or Derivatives from Licensee's premises; or (iv) otherwise impair the intellectual property value of such Data or Derivatives.
"Storage Contractor(s)" means Third Parties which are bona fide recognized contractors that are engaged by Licensee to provide central storage facilities and retrieval services and/or electronic databases for geophysical and geological data for the sole use and benefit of Licensee; provided that such contractors are not, directly or indirectly, related to or in the business of exploring for or producing hydrocarbons and are not competitors of Licensor.
"Third Party" or "Third Parties" means any individual, corporation, limited liability company, partnership (general or limited), trust, or other entity not a party to this License (including without limitation Prospective Acquirers and Prospective Partners) other than a Related Entity
"Third Party Business Transaction(s)" means farmouts, operating agreements, acreage trades, areas of mutual interest, joint development agreements, joint bidding agreements and similar business transactions entered into with Third Parties for the joint exploration and/or development of a particular geographical area(s).
"Transfer" means any grant of access to any Data or Derivatives of greater duration or scope than Shown, including but not limited to any sale, conveyance, sublet, assignment, lease, license, sublicense, transfer, exchange, trade, publication, lien, mortgage, pledge, hypothecation, encumbrance, or other disposition of any Data, whether voluntary, by operation of law, or by any other method.
Data Ownership/Confidential Treatment
Ownership/Confidentiality Licensor owns or otherwise has the right to license to others the right to use the Data. Licensor represents, and Licensee acknowledges, that the Data and Derivatives, regardless of the form or the medium on which they are stored, constitute valuable and highly confidential intellectual property and a trade secret that are not generally available and are the sole property and proprietary information of Licensor (and/or those on behalf of which Licensor acts). All right, tile and interest in and to the Data and Derivatives (including all copyrights, patents, trade secrets and other intellectual property rights) shall remain with the Licensor (and/or those on behalf of which Licensor acts) and Licensee shall acquire, under the terms hereof, only the non- exclusive right to utilize such Data and Derivatives on the terms provided herein. Licensee shall in no event Show, Transfer or otherwise allow the use of the Data or any Derivatives to any Third Party or Related Entity whatsoever, except as may specifically be provided in this License. Licensor shall have the right at any time to license any part of the Data and/or Derivatives to Third Parties at such prices and on such terms as are determined by Licensor.
Except as expressly permitted by this License, Licensee agrees (a) to keep strictly confidential, and shall ensure that its employees, agents, Consultants, Processors, and Storage Contractors keep strictly confidential, the Data and Derivatives and (b) not to Show, Transfer, or otherwise allow the use of the Data or Derivatives to or by any Third Party.
Original Data-Licensing/Retention/Right to Destroy Licensee shall not have access to Licensor's original media; however, Licensee may obtain a "copy" or access to a "copy" of the original underlying Data subject to i) Licensor's standard pricing in effect at the time the request is made for copies or access to such Data which may include an access or license fee and ii) Licensor's standard terms and conditions as set forth herein for such copies or access, which may include execution of a Supplement hereunder. Such copies or access shall be subject to all of the same rights, obligations, and confidentiality restrictions applicable to Data and/or Derivatives under this License.
Notice of Restricted Use Licensee may make copies of any Data and Derivatives for the sole purpose of using such copies pursuant to the rights granted herein; provided that all such copies shall have a notice that is substantially the same as the following printed thereon or attached to it or its container:
"This Data is proprietary to and a trade secret of SEG Advanced Modeling Corporation ("Licensor"). The use of this Data and Derivatives is restricted to the holder of a valid use license from Licensor and is subject to the confidentiality terms of that license."
This notice shall not be removed, obliterated, concealed or otherwise obscured by Licensee or those to whom the Data or Derivatives is Shown or Transferred, as may be permitted in this License.
Disclosure of Data & Derivatives Licensee shall have the non-exclusive right to use the Data and Derivatives for its internal purposes only. Licensee shall not Show, or Transfer or otherwise dispose of or allow access to, or use of, any or all of the Data or Derivatives except as specifically provided for in this Section 3 and Section 5. Copies of any Confidentiality Agreements between Licensee and Third Parties as required by the terms of this License shall be provided to Licensor upon written request.
Related Entities Related Entities shall have the same right of usage of the Data and Derivatives as Licensee, provided that such Related Entity shall be bound by the terms of this License to the same extent as Licensee. In the event that any such Related Entity should cease to exist, or no longer meet the definition of a Related Entity, or in the event a Third Party acquires any interest in the Related Entity, all rights of usage by such entity in the Data and Derivatives shall immediately cease and any copies of the Data, Derivatives, or physical manifestations thereof then in the possession of such entity shall immediately be returned to Licensee.
Government Agencies notwithstanding anything to the contrary herein, the Data and Derivatives may be disclosed to the extent such disclosure is specifically required by law, governmental or court decree, order rule or regulation, or by any similar legal process. In the event Licensee is required by law, governmental or court decree, order, rule or regulation, or by any similar legal process to disclose any Data or Derivatives, Licensee shall give Licensor prompt notice of such process so that Licensor may seek an appropriate protective order (or other appropriate remedy) with respect to maintaining the confidentiality of the affected Data and Derivatives before disclosure thereof by Licensee. If, in the absence of a protective order, Licensee is nevertheless compelled to disclose Data or Derivatives, Licensee may disclose only that portion of the Data or Derivatives that Licensee is advised by written opinion of Licensee's counsel is legally required to be disclosed in compliance with the relevant process. In the event of such disclosure, Licensee shall give Licensor written notice of the Data or Derivatives to be disclosed as far in advance of its disclosure as practicable, and upon Licensor's request, Licensee shall use all reasonable efforts to obtain assurances that the disclosed Data or Derivatives will be accorded confidential treatment.
Outside Service Providers
Consultants The Data and Derivatives may be made available to Licensee's Consultant for the sole use and benefit of Licensee provided the Consultant signs a Confidentiality Agreement in advance of the restricted use of the Data or Derivatives. The Data and Derivatives shall remain on the premises of Licensee and all analyses or interpretations thereof by Consultant shall be done on such premises and shall not be removed therefrom without the prior written consent of Licensor. Upon completion of the work for which Consultant has been engaged or termination of this License and/or applicable Supplement(s), whichever shall sooner occur, the Consultant shall not retain any copies of the Data, Derivatives, or any analyses or interpretations of the Data or Derivatives.
Processors The Data may be made available to Licensee's Processors for the purpose of creating Derivatives for the sole use and benefit of Licensee provided the Processor: (i) signs a Confidentiality Agreement in advance of the restricted use of the Data; (ii) acknowledges and agrees in writing that all right, title and interest in and to the Data and Derivatives belong solely to Licensor; and (iii) immediately returns the Data and Derivatives to Licensee upon the completion of the work for which the Processor has been engaged or termination of this License and/or applicable Supplement(s), whichever shall sooner occur. All Derivatives shall be the exclusive property of Licensor as provided in Section 2.1 and marked as provided in Section 2.3 above to identify it as containing Data proprietary to Licensor.
Storage Contractors The Data and Derivatives may be delivered to the custody of Licensee's Storage Contractor for the sole use and benefit of Licensee provided the Storage Contractor (i) signs a Confidentiality Agreement prior to the delivery of any Data; (ii) makes such Data and Derivatives available only to Licensee or Licensee's Related Entities as authorized by Licensor as provided herein; and (iii) immediately returns all copies of the Data and Derivatives to Licensee upon completion of the service engagement with Licensee or termination of this License and/or applicable Supplement(s), whichever shall sooner occur.
Prospective Acquirers/Prospective Partners Licensee may Show the Data or Derivatives to Prospective Acquirers or Prospective Partners provided the respective Third Party signs a Confidentiality Agreement in advance of the disclosure of the Data or Derivatives and the Data or Derivatives Shown are limited to such portions of the Data or Derivatives directly pertaining to the prospect(s) under negotiation.
Acquirers/Partners Licensee shall not Show, give copies of, or otherwise make available the Data or Derivatives to any Acquirer or any Partner of Licensee without the prior written consent of Licensor, which consent, subject to Section 5.1, may be withheld by Licensor in its sole and absolute discretion.
Internet Disclosures Licensee shall not Show Data or Derivatives to Third Parties via the Internet, E-mail, E-Commerce sites, virtual data rooms, asset divestiture web sites, or any other similar means of virtual access outside of Licensee's premises without the express prior written consent of Licensor; such consent may be withheld by Licensor in its sole and absolute discretion or may be premised upon the payment of a fee to Licensor and execution of documents satisfactory to Licensor to protect and maintain the confidentiality of the Data and Derivatives.
Indemnification by Licensee In the event of any misuse or inappropriate disclosure of any portion of the Data and/or Derivatives, or any other breach of this License by any of the parties named in Sections 3.1 or 3.3 of this License, Licensee hereby agrees to be fully responsible for, and shall defend, indemnify and hold Licensor harmless from and against, all damages, costs or other loss suffered or incurred by Licensor as a direct or indirect result of any such misuse, inappropriate disclosure or other breach of this License.
Rights of Publication Licensee shall have the right, and is encouraged, to publish articles or make presentations, including marketing materials, based on the Data and research results from utilizing the Data, and may extend this right to others as set forth herein, subject also to the restriction that these publications or presentations shall not provide direct access to the Data and/or Derivatives. Articles and presentations will clearly refer to the source of the underlying data as SEAM Data. Licensee may show and use the Data in training classes provided that the attendees are not provided access to the Data and/or Derivatives outside of Licensee’s premises.
Taxes In the event any sales, gross receipts, value added, use, stamp or similar tax is levied or assessed against Licensor as a consequence of the licensing of Data to Licensee hereunder, such taxes shall be for the sole account of Licensee, who shall promptly reimburse Licensor in full for any taxes so paid by Licensor upon receipt by Licensee of Licensor's invoice.
Transfer of License Licensee shall not Transfer this License or any Data or Derivatives licensed hereunder to a Third Party, in whole or in part, or Transfer its rights or obligations hereunder, except as expressly authorized in Sections 3 and 5 of this License.
Acquisitions/Mergers Licensee shall not Show the Data or Derivatives to any Acquirer of Licensee. This License shall automatically terminate at such time a Third Party becomes an Acquirer of Licensee unless Licensor receives payment of the required licensing fees published at the time of the acquisition or merger from either Licensee or the Acquirer. At Licensor's option, Licensee may be required to execute Licensor's then standard license agreement which will supersede all previous licenses for the Data Transferred. Should this License terminate the provisions of Section 8 regarding the return of Data and Derivatives shall apply.
Securities Ownership The provisions of this Section 5 shall not apply to situations where the voting securities of Licensee (or any of its parents) are publicly traded and the Ownership of such securities changes over time in the normal course of business unless, however, after the Effective Date, a Third Party or more than one such Third Parties acting together, through one transaction or a series of transactions, obtains Ownership or Control of Licensee (or any of its parents).
Warranties and Disclaimers
LICENSOR WARRANTS ONLY THAT IT HAS FULL AUTHORITY AND POWER TO GRANT TO LICENSEE THE NON-EXCLUSIVE USE RIGHTS SPECIFICALLY AUTHORIZED BY LICENSOR IN THIS LICENSE. LICENSEE ASSUMES ALL LIABILITIES WHICH MAY ARISE OUT OF OR RELATE TO ACQUIRING, PROCESSING, USING AND APPLYING THE DATA, AND AGREES TO INDEMNIFY, DEFEND AND HOLD LICENSOR HARMLESS FROM ANY CLAIMS, ACTIONS, OR DAMAGES, INCLUDING REASONABLE ATTORNEY'S FEES AND EXPENSES, ARISING OUT OF OR RELATED TO ACQUIRING, PROCESSING, USING AND APPLYING THE DATA, PROVIDED LICENSOR NOTIFIES LICENSEE PROMPTLY IN WRITING OF ANY SUCH CLAIMS AGAINST IT AND GIVES LICENSEE AUTHORITY, INFORMATION AND ASSISTANCE (AT LICENSEE'S EXPENSE) FOR THE DEFENSE OR ASSISTANCE IN THE DEFENSE OF SUCH PROCEEDINGS.
LICENSEE ACKNOWLEDGES IT IS ACCEPTING ALL DATA AND DERIVATIVES SUBJECT TO THIS LICENSE "AS IS" AND LICENSOR MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, IN RESPECT TO THE QUALITY, ACCURACY, CONDITION, DURABLILITY, ABSENCE OF PATENT OR LATENT DEFECTS, ABSENCE OF PATENT, TRADEMARK OR COPYRIGHT INFRINGMENT, OR THE USEFULNESS OF SUCH DATA AND DERIVATIVES OR OTHERWISE AND ANY SUCH IMPLIED WARRANTIES OR REPRESENTATIONS ARE HEREBY EXPRESSLY NEGATED. SUCH DATA AND ANY DERIVATIVES ARE DELIVERED HEREUNDER WITH THE EXPLICIT UNDERSTANDING AND AGREEMENT OF LICENSEE THAT ANY ACTION TAKEN OR EXPENDITURES MADE BY LICENSEE AND ITS RELATED ENTITIES AND MEMBERS OF ITS EXPLORATION GROUPS BASED ON ITS OR THEIR EXAMINATION, EVALUATION. INTERPRETATION OR USE OF THE DATA AND/OR ANY DERIVATIVES SHALL BE AT ITS AND THEIR OWN RISK AND RESPONSIBILITY AND NEITHER LICENSEE NOR SUCH OTHER PARTIES SHALL HAVE ANY CLAIM AGAINST AND HEREBY RELEASES AND FOREVER DISCHARGES LICENSOR FROM ANY LIABILITY OF ANY KIND AS A CONSEQUENCE THEREOF.
LICENSOR MAKES NO REPRESENTATION THAT OIL AND GAS OR OTHER MINERAL LEASES WILL BE GRANTED OR OTHER EXPLORATION ACTIVITY WILL BE AUTHORIZED FOR AREAS COVERED BY THE DATA AND/OR DERIVATIVES BY ANY INDIVIDUAL, CORPORATION, GOVERNMENT ENTITY OR OTHER THIRD PARTY AND ANY IMPLIED WARRANTY OR REPRESENTATION TO THAT EFFECT IS HEREBY EXPRESSLY NEGATED.
LICENSOR SHALL IN NO EVENT BE LIABLE TO LICENSEE OR ANY OTHER PARTIES FOR PUNITIVE, EXEMPLARY, SPECIAL, INDIRECT, INCIDENTAL, MULTIPLE OR CONSEQUENTIAL DAMAGES RESULTING FROM OR ARISING OUT OF THIS LICENSE OR THE USE BY LICENSEE OR SUCH OTHER PARTIES OF THE DATA AND/OR DERIVATIVES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFIT OR BUSINESS INTERRUPTION, HOWEVER SAME MAY BE CAUSED.
Save and except for claims arising out of a breach of Licensor's warranties in Section 6.1, Licensee's sole and exclusive remedy for any claim hereunder shall be limited to repayment of the license fee by Licensor in exchange for return of the Data and Derivatives by Licensee.
Term & Termination
Term This License Agreement is effective until terminated. The Licensee may terminate the license agreement at any time by destroying all copies of the Data and submitting notification of such to the Licensor.
Automatic Termination This License shall automatically terminate, without the necessity of any further action on the part of Licensor, immediately upon the occurrence of any of the following:
In accordance with Section 5.1; or
Should Licensee voluntarily file a petition in bankruptcy or assign, voluntarily or involuntarily, its assets for the benefit of its creditors or should proceedings be commenced against or by Licensee under any bankruptcy, insolvency or similar statute; or
Should Licensee commit a material breach of any provision of this License and/or Supplement(s) relating to the use, Showing, or Transfer of the Data and Derivatives.
Termination Upon Notice This License shall terminate should the following occur:
Should Licensee fail to comply with or breach any other provisions not included in Section 7.2 above and subsequently fails to remedy such breach to the satisfaction of Licensor within thirty (30) days following written notice from Licensor; or
Should Licensee fail to make any payment for use of the Data and/or any Derivatives as set forth in this License or applicable Supplement and subsequently fails to remedy such breach within ten (10) days following the date of written notice from Licensor.
Termination for Convenience Either Party may terminate this License without cause upon thirty (30) days written notice to the other.
Waiver Notwithstanding the foregoing, a termination pursuant to Sections 7.2 and 7.3 may be waived if agreed to in writing by both Parties.
Effects of Termination
Return of Data Upon termination of this License, regardless of the cause, Licensee shall within 5 business days return and/or destroy all respective Data and Derivatives and shall within the same period provide written certification, executed by an officer of Licensee, that all copies of the Data and Derivatives, and any physical manifestations thereof, subject to this License and/or the affected Supplement, have been returned to Licensor or destroyed, including removal of such Data from Licensee's (including Related Entities, Consultants, Processors, and Storage Contractors) storage, filing and archival systems, workstations, prospect files, and that Licensee and its Related Entities, Consultants, Processors, and Storage Contractors have not retained any copies, media or any other forms of such Data and Derivatives. The Parties hereby agree that Licensee Interpretations shall not be affected, returned, or destroyed and shall remain the property of Licensee.
Notwithstanding the preceding paragraph, it is understood that Licensee's computer systems may be periodically backed up creating copies of all information resident in these systems. To the extent Licensee's computer back-up procedures create a copy which includes Data and Derivatives, Licensee may retain such copy for the period it normally archives back-up computer records or six (6) weeks, whichever occurs first, and the terms of the License and/or Supplements(s) pertaining to the disclosure and the confidentiality of the Data and Derivatives shall survive and be applicable until the information on such back-up copy is destroyed. Any time Licensee uses such archive (back-up) tapes for restoring its systems, the respective Data and Derivatives governed under such terminated licenses must immediately be deleted from both the archive media and the restored system. Within five (5) days of deletion of all Data and Derivatives from Licensee's computer back-up archives, Licensee shall provide Licensor written certification, executed by an officer of Licensee, that all copies of the Data and Derivatives previously retained by Licensee in its back-up computer archives, have been deleted from Licensee's archival systems.
For a period of 3 months from the termination of any License, and, if applicable 3 months from the removal of all Data and Derivatives from Licensee computer backups, all in accordance with this Section 8.1, Licensor shall have the right to audit Licensee's (including Related Entities) premises, systems and storage sites to verify that all of the affected Data and Derivatives have been returned or destroyed.
Collection Expenses If Licensor is required to engage the services of a collection agency or attorney to enforce any of its rights under this License, including an action for damages, declaratory judgment or injunction, Licensor shall be entitled to recover, in addition to any other costs and relief that may be granted by the court in any such action, reasonable attorneys' fees and other costs of collection, as well as court costs and other fees and expenses incurred by reason of such engagement. That recovery shall include court costs and attorneys' fees incurred by Licensor during any appeal.
Cumulative Rights The rights and remedies granted in this License to Licensor are cumulative and the exercise of any of those rights and remedies shall be without prejudice to the enforcement of any other right or remedy, including without limitation injunctive relief and specific enforcement, available by law or in equity or authorized by this License without any requirement that Licensor post any bond or other security.
Confidentiality of License Agreement Licensee agrees that this License and the terms hereof and thereof are confidential and may not be disclosed to any individual or entity without Licensor's prior written consent, except this License and its terms (excluding any portion of the Data and Derivatives) may be disclosed (i) to Licensee's employees as required in the performance of their duties; (ii) to outside auditors, Consultants and counsel to the extent necessary to perform their respective duties to the Licensee; (iii) as required by law or regulatory or judicial order, provided that Licensee provides Licensor with prompt written notice in order that Licensor may seek a protective order or other appropriate remedy and Licensee shall only furnish that portion of the License or Supplement that is legally required and will use its best efforts to obtain reliable assurance that confidential treatment will be accorded such documents; (iv) to Related Entities pursuant to Section 3.1 above; and Licensee may disclose the existence of the License to acknowledge that Licensee holds a valid license to the Data in the geographic area covered by this License.
Waiver The rights of each Party, whether granted by this License or by law or equity, may be exercised, from time to time, singularly or in combination, and the waiver of one or more of such rights shall not be deemed to be a waiver of such right in the future or of any one or more of the other rights which the exercising Party may have. Any right and any breach of a term, provision or condition of this License by one Party shall not be deemed to have been waived by the other Party hereto, unless such waiver is expressed in writing and signed by an authorized representative of such Party, and the failure of either Party to insist upon the strict performance of any term, provision or condition of this License shall not be construed as a waiver or relinquishment in the future of the same or any other term, provision or condition.
Governing Law/Disputes All questions arising out of or concerning this License and each Supplement or its validity, interpretation, performance or breach shall be governed and decided by application of the appropriate laws (except for any rule of such laws which would make the law of any other jurisdiction applicable hereto) of the State of Oklahoma. Any dispute between the Parties that cannot be resolved by mutual agreement shall be resolved and decided by the federal or state courts serving Tulsa, Oklahoma and the Parties irrevocably submit to the jurisdiction of such courts for such purposes.
Headings The headings in this License and any index are for convenience reference only and shall not be used as aids to its interpretation.
Compliance with Laws Each Party shall comply with all applicable laws, regulations, and orders of all governmental authorities applicable to or issued in conjunction with this License, a Supplement hereto, or the Data and Deliverables licensed under this License.
Severability In the event any provision, clause, section, sentence or part of this License and/or Supplement is inconsistent with or contrary to any applicable law, same shall be deemed to be modified to the extent required to comply with said law (it being the intention of both Parties to enforce to the fullest extent all terms of this License and/or Supplement) and as so modified those terms and conditions and these original terms and conditions shall continue in full force and effect. Any provision of this License and/or Supplement, which may be ruled invalid or unenforceable, shall be considered separate and distinct and the remainder of the License shall not be made invalid or unenforceable by the invalidity of any term, phrase or sentence of this License and/or Supplement.
Survival of Terms The termination of this License or any Supplement in connection with this License, shall not release the Parties from obligations which, expressly or by their nature, survive the termination hereof beyond such termination. In particular, and as examples and not by way of limitation, each Party shall remain, notwithstanding the termination of this License or of any Supplement, indefinitely bound to their respective obligations arising under Sections 2, 3.7, 8, 9, 15, 16 and 18.
Negotiated Agreement This License represents a negotiated agreement and no portion shall be construed for or against either Party by virtue of its having been drafted by that Party.
Conflicting Terms To the extent this License may conflict or be inconsistent with any prior license agreements, representations, or understandings, this License shall control and supersede such prior license agreements, representations, or understandings. In case of any conflict between this License and any Supplement(s), the Supplement shall control, as to the Data covered by that Supplement.
Entire Agreement There are no representations, warranties, covenants, understandings or agreements relative to this License and each Supplement concluded by the Parties pursuant to this License that are not fully expressed herein. This License and each Supplement are the entire agreement of the Parties concerning the subject matter hereof, and no modification, amendment or addition to this License or a Supplement may be effected unless in writing which specifically references this License and/or the applicable Supplement and is signed by an authorized representative of each Party.