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JEWELSUITE UNIVERSITY/EDUCATIONAL SOFTWARE LICENSE AGREEMENT

THIS UNIVERSITY/EDUCATIONAL SOFTWARE LICENSE AGREEMENT (Agreement) is entered into this ___ day of _______, 2013 (the Effective Date), by and between BAKER HUGHES RESERVOIR SOFTWARE, BV, a Dutch corporation with a place of business at Delftechpark 26, 2628 XH Delft, The Netherlands (Licensor), and:

University: Street:1 Street:2 City: Country: Primary contact:

_________________________________ _________________________________ _________________________________ _________________________________ _________________________________ _________________________________

(Licensee).

This Agreement consists of this page (Signature Page), the attached terms and conditions (Terms and Conditions), and the exhibits (Exhibits) listed and initialed by each party below. The parties may enter into Exhibits from time to time, which Exhibits shall be so indicated on this Signature Page, shall be signed and dated by each party, and shall be attached hereto.

Baker Hughes Reservoir Software, BV Exhibit A Licensed Products __________ Initials/Date

Licensee ___________ Initials/Date

AGREED TO: Baker Hughes Reservoir Software, BV Signature: Name: Title: Date: Signature: Name: Title: Date: Licensee

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JEWELSUITE UNIVERSITY/EDUCATIONAL SOFTWARE LICENSE AGREEMENT TERMS AND CONDITIONS

1.

DEFINITIONS.

1.1 Designated Employees shall mean regular employees of Licensee or their designated contractors, as designated on EXHIBIT A (LICENSED PRODUCTS) or otherwise identified beforehand in writing to LICENSOR by Licensee, who shall communicate with LICENSOR concerning the provision of Maintenance as provided in SECTION 11 (MAINTENANCE). 1.2 Designated Equipment shall mean the computer hardware and software described in an EXHIBIT A (LICENSED PRODUCTS) or additional Exhibits hereto (or if not specified, then on a single stand-alone personal computer containing a single CPU located at the Designated Site). 1.3 Designated Site shall mean a specific, physical location of Licensees business as set forth in EXHIBIT A (LICENSED PRODUCTS) (or if not specified, then at the address set forth on the Signature Page of this Agreement).
Disclosing Party shall have meaning assigned to it in Section 5.1 (Protection).

1.11 Maintenance Fee shall mean the annual Fee for Maintenance payable by Licensee to LICENSOR, at current rates determined by LICENSOR. The terms of the Maintenance agreement may be changed by LICENSOR, at LICENSORs discretion, upon each anniversary of the Effective Date. 1.12 Object Code shall mean computer software programs, not readily perceivable by humans, and suitable for machine execution without the intervening steps of interpretation or compilation. 1.13 Receiving Party shall have meaning assigned to it in Section 5.1 (Protection).
the

1.14 Release shall mean a new, enhanced or revised iteration of the Software, which may include corrections for Errors, and which is generally designated by LICENSOR by the build date of such Release and by numbers to the right of the first version number, such as Release 1.x.y. 1.15 Residuals shall have the meaning assigned to it in Section 5.5 (Residual Information). 1.16 Signature Page shall have the meaning assigned to it on the first page of this Agreement. 1.17 Software shall mean the LICENSOR computer software programs in Object Code form only described in EXHIBIT A (LICENSED PRODUCTS) or an additional Exhibit hereto, including Updates, if any, License Keys, and accompanying Documentation, which are provided to Licensee hereunder. 1.18 Source Code shall mean computer software programs not in machine readable format and not suitable for machine execution without the intervening steps of interpretation or compilation. 1.19 Term shall have the meaning assigned to it in SECTION 9 (TERM AND TERMINATION). 1.20 Update shall mean any modification of or addition to the Software or Documentation, including new Releases but not new Versions, for which LICENSOR does not charge an additional fee to licensees who are similarly situated to Licensee. 1.21 Version shall mean a new, enhanced or revised iteration of Software, which may include corrections for Errors, and which is generally designated by

1.4 1.5

the

Documentation shall mean all information provided to Licensee by LICENSOR which describes the form, features or operation of the Software and which is contained in a tangible medium, such as written format, tape, magnetic or other media. Documentation shall include any Updates of Documentation which LICENSOR may make available to Licensee pursuant to this Agreement.

1.6 Effective Date shall have the meaning assigned to it in the first paragraph of this Agreement. 1.7 Error shall mean a documented and reproducible failure of the Software to conform in all material respects to the Documentation. 1.8 Fees shall mean either License Fees, Maintenance Fees, some or all of the foregoing. 1.9 License Key shall mean a device that permits use of the Software only by authorized parties. 1.10 Maintenance shall have the meaning assigned to it in SECTION 11 (MAINTENANCE).

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LICENSOR with a change to the year in the title and one or more numbers to the left of the decimal point in the name of such Version, such as Version x.1.

1.22 Warranty Period shall have meaning assigned to it in Subsection 10.1 (Media). 2.
LICENSE AND PAYMENT.

the

2.5 License Key. The Software delivered to Licensee includes one (1) License Key for each computer hardware and software designated as Designated Equipment. Licensee will not take any action, or knowingly permit any party to take any action, intended to defeat the functions of the License Key. Licensee will immediately notify LICENSOR if Licensee becomes aware of any such action. 3.
LICENSE RESTRICTIONS.

License Grant. In consideration of all obligations of Licensee hereunder, including without limitation the timely payment by Licensee of all Fees, LICENSOR hereby grants to Licensee a non-exclusive, non-transferable license (without the right to grant sublicenses) to use, execute and display the Software: (i) solely on the Designated Equipment; and (ii) solely at the Designated Site. LICENSOR reserves the right to include means within the Software to limit Licensees use of the Software accordingly, and such right may be exercised by LICENSOR without further notice. LICENSOR reserves the right to audit Licensees deployment and use of the Software for compliance with the terms of this SECTION 2 ("LICENSE AND PAYMENT"), including the right to access business records and take away copies thereof, at any time during Licensees normal business hours upon reasonable notice.

2.1

2.2 Delivery. LICENSOR shall make available for download to Licensee one (1) copy of the Software within five (5) business days of the Effective Date of this Agreement. 2.3 Backup Copies. Licensee may make up to two (2) copies of the Software solely for archival and back-up purposes, which copies are considered to be Software hereunder. 2.4 Payment and Taxes. In consideration of the foregoing license, and the other promises and covenants contained in this Agreement, Licensee agrees to pay LICENSOR the amounts set forth on EXHIBIT A (LICENSED PRODUCTS) hereto (and any subsequent Exhibits) on the terms set forth thereunder. All such aforementioned fee amounts are exclusive of all Tax. All fees shall be payable net thirty (30) days after Licensees receipt of a correct invoice from Licensor. All late payments of invoices received by Licensee shall bear interest at a rate of one and one-half percent (1.5%) per month or partial month during which any sums under such payment invoices were owed and unpaid, or the highest rate allowed by law, whichever is lower. Any failure of Licensee to make payment of any undisputed invoice in the manner described in this Section 2.4 (Payment and Taxes) (if not cured within 30 days of receipt by Licensee of written notice by LICENSOR) may, at LICENSORs discretion be deemed a material breach of this Agreement by Licensee for purposes of SECTION 9 (TERM AND TERMINATION).

3.1 General. Except as expressly authorized herein, Licensee shall not copy or modify the Software or Documentation, or distribute, market, rent, lease or transfer the Software or the Documentation, or use the Software or Documentation in any service bureau, time sharing, rental or other arrangement. Each License Key may be installed on a single processor (including multi-core processor) computer, including a server on a LAN only if and as set forth on Exhibit A. Unless otherwise agreed in writing by LICENSOR, Licensees use of the Software shall be solely for the Licensees own internal business purposes and shall in no event be used for or in connection with the provision of services to any third party. LICENSOR reserves all rights not expressly granted hereunder and Licensee expressly disclaims any implied license in or to the Software or Documentation. The Software is for LICENSEEs educational use only and the LICENSEE shall not use the software to engage in any commercial marketplace activities or use the Software to solicit, develop or complete proprietary projects or ventures resulting in commercial for-profit compensation. 3.2 No Reverse Engineering. Licensee agrees that it will not disclose or use the Software or Documentation except as expressly permitted in this Agreement. Licensee agrees that it will not, and will not permit others to, reverse engineer, translate, reverse assemble, reverse compile or similarly manipulate all or any portion of the Software for any purpose, including without limitation to obtain, or attempt to obtain, Source Code for the Software. 3.3 No Trademark License. No license, right or interest in any LICENSOR trademark, trade name or service mark is granted hereunder. 3.4 No Patent License. Nothing contained herein shall be construed as conferring by implication, estoppel or otherwise, any license or right under any patent, whether or not the exercise of any right herein granted necessarily employs an invention of any existing or later issued patent. Notwithstanding the above, LICENSOR agrees that Licensee shall have the right to exercise all rights expressly granted pursuant to this Agreement. 4.
DELIVERY AND ACCEPTANCE. All Software and Documentation delivered to Licensee hereunder shall be

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Ex Works LICENSORs facility, as such term is described in Incoterms 2000 published by the International Chamber of Commerce, shall be deemed accepted by Licensee upon receipt, and Licensee hereby waives all rights of revocation.

5.

CONFIDENTIAL INFORMATION.

5.1 Protection. Each party (the Disclosing Party) may from time to time during the Term of this Agreement disclose to the other party (the Receiving Party) certain non-public information regarding the Disclosing Partys business, including technical, marketing, financial, personnel, planning, and other information (Confidential Information). The Disclosing Party shall mark all such Confidential Information in tangible form with the legend confidential, proprietary, or with similar legend. With respect to Confidential Information disclosed orally, the Disclosing Party shall describe such Confidential Information as such at the time of disclosure, and shall confirm such Confidential Information as such in writing within thirty (30) days after the date of oral disclosure. Regardless of whether so marked, however, any non-public information regarding the Software, including the Software itself (in Source Code and Object Code formats), shall be deemed to be the Confidential Information of LICENSOR.
Protection of Confidential Information. Except as expressly permitted by this Agreement, the Receiving Party shall not disclose the Confidential Information of the Disclosing Party using the same degree of care which the Receiving Party ordinarily uses with respect to its own proprietary information, but in no event with less than reasonable care. The Receiving Party shall not use the Confidential Information of the Disclosing Party for any purpose not expressly permitted by this Agreement, and shall limit the disclosure of the Confidential Information of the Disclosing Party to the employees or agents of the Receiving Party who have a need to know such Confidential Information for purposes of this Agreement, and who are, with respect to the Confidential Information of the Disclosing Party, bound in writing by confidentiality agreements no less restrictive than those contained herein. The Receiving Party shall provide copies of such written agreements to the Disclosing Party upon request; provided, however, that such agreement copies shall themselves be deemed the Confidential Information of the Receiving Party.

Receiving Party without access to, or use of, the Confidential Information; (e) is approved in writing by the Disclosing Party for disclosure by the Receiving Party; (f) is required to be disclosed in order for the Receiving Party to enforce its rights under this Agreement; or (g) is required to be disclosed by law or by the order or a court or similar judicial or administrative body; provided, however, that the Receiving Party shall notify the Disclosing Party of such requirement immediately and in writing, and shall cooperate reasonably with the Disclosing Party, at the Disclosing Partys expense, in the obtaining of a protective or similar order with respect thereto.

5.4 Return of Confidential Information. The Receiving Party shall return to the Disclosing Party, the License Key and destroy or erase all Confidential Information of the Disclosing Party: (a) upon the written request of the Disclosing Party (except for Software contained in such Confidential Information); or (b) upon the expiration or termination of this Agreement, whichever comes first, and in both cases, the Receiving Party shall certify promptly and in writing that it has done so. Except for the rights expressly described herein, Licensee is not granted any rights to any LICENSOR patents, copyrights, trade secrets, trade names, trademarks (whether or not registered), or any other rights, franchises or licenses. 5.5 Residual Information. As used herein, the term "Residuals" shall mean information in non-tangible form that is or may be retained by employees or agents of LICENSOR who have had access to the Confidential Information of Licensee, including ideas, concepts, know how or techniques contained therein. Licensee acknowledges and agrees that LICENSOR and its employees may utilize for any purpose any Residuals resulting from performing services for Licensee and/or access to Licensee's Confidential Information. Further, nothing in this Agreement shall restrict or prevent LICENSOR from using any ideas, concepts, know-how, methodology or techniques relating to geomechanics, fracturing, in situ stress, petrophysics, or wellbore imaging that are learned or developed by LICENSOR during or as a result of this Agreement. 5.6 Independent Development. Subject to all terms of this Agreement, including without limitation the provisions of this SECTION 5 (CONFIDENTIAL INFORMATION), and the intellectual property rights of each party, nothing in this Agreement shall prevent either party from developing or having developed any goods or services, regardless of their similarity to the goods and services of the other party, or shall prevent either party from entering into any agreement with any third party. 6.
EXPORT CONTROLS. Licensee agrees that the Software will not be shipped, transferred or exported into any country or used in any manner prohibited by the United States Export Administration Act. Licensee agrees that it shall in all respects comply with all applicable laws, rules

5.2

5.3 Exceptions. Notwithstanding anything herein to the contrary, Confidential Information shall not be deemed to include any information which: (a) was already lawfully known to the Receiving Party at the time of disclosure by the Disclosing Party as reflected in the written records of the Receiving Party; (b) was or has been disclosed by the Disclosing Party to a third party without obligation of confidence; (c) was or becomes lawfully known to the general public without breach of this Agreement; (d) is independently developed by the
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and regulations, including without limitation the laws, rules and regulations of the United States regarding the export of technical data and technology. This Agreement shall automatically terminate upon failure to comply with its terms. The obligation under this paragraph will survive the expiration or termination of this Agreement.

and shall promptly certify in writing to LICENSOR that Licensee has done so.

7.

U.S. GOVERNMENT END USERS. The Software and Documentation are a commercial item as that term is defined at 48 C.F.R. 2.101 (Oct 1995), comprised of commercial computer software and commercial computer software documentation as such terms are used in 48 C.F.R. 12.212 (Sept 1995). Government end users acquire the Software and Documentation under the following terms: (a) for acquisition by or on behalf of civilian agencies, consistent with the policy set forth in 48 C.F.R. 12.212 (Sept 1995); or (b) for acquisition by or on behalf of units of the Department of Defense, consistent with the policies set forth in 48 C.F.R. 227.7202-1 (Jun 1995) and 227.7202-4 (Jun 1995).

(b) The provisions of SECTION 1 ("DEFINITIONS"), Section 2.4 ("Payment and Taxes"), SECTION 5 ("CONFIDENTIAL INFORMATION"), SECTION 8 ("TITLE"), SECTION 9 ("TERM AND TERMINATION"), Section 10.2 (Disclaimer), SECTION 12 (INDEMNIFICATION), SECTION 13 (LIMITATION OF LIABILITY), and SECTION 14 (GENERAL) shall survive the termination of this Agreement by either party for any reason. 10.
WARRANTY.

8.

TITLE. LICENSOR (or its third party licensors) retains title to all portions of the Software, the Documentation and any copies thereof and the License Key. Licensee shall affix to each full or partial copy of the Software and Documentation made by Licensee all copyright and proprietary information notices as were affixed to the original, or as may be required by LICENSOR.

10.1 Media. Only if media is provided for expressly on Exhibit A, LICENSOR warrants for a period of ninety (90) days from the date of delivery of the Software to Licensee (the Warranty Period) that the media on which the Software is provided will be free of defects in materials and workmanship. LICENSOR will, at its own expense, and as its sole obligation and Licensees exclusive remedy for any breach of this warranty, replace any defective media returned to LICENSOR within the Warranty Period. This warranty does not apply to damage resulting from misuse, abuse or neglect. 10.2 Disclaimer. LICENSOR does not warrant that the Software will meet Licensees requirements, that the Software will operate in the combinations that Licensee may select for use, that the operation of the Software will be error-free or uninterrupted or that all Software errors will be corrected. THE WARRANTY SET FORTH IN SUBSECTION 10.1 (MEDIA) STATES LICENSORS SOLE AND EXCLUSIVE WARRANTY TO LICENSEE AND ANY THIRD PARTY CONCERNING THE SOFTWARE AND THE EXCLUSIVE REMEDY FOR BREACH OF WARRANTY. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 10 (WARRANTY), THE SOFTWARE IS PROVIDED STRICTLY AS IS, AND LICENSOR MAKES NO ADDITIONAL WARRANTIES, EXPRESS, IMPLIED, ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, OR STATUTORY, AS TO THE SOFTWARE OR ANY MATTER WHATSOEVER. IN PARTICULAR, ANY AND ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT ARE EXPRESSLY EXCLUDED. THIS IS A LIMITED WARRANTY AND IS THE ONLY WARRANTY MADE BY LICENSOR. LICENSEE SHALL NOT HAVE THE RIGHT TO MAKE OR PASS ON, AND SHALL TAKE ALL MEASURES NECESSARY TO ENSURE THAT NEITHER LICENSEE NOR ANY OF ITS AGENTS OR EMPLOYEES SHALL MAKE OR PASS ON, ANY EXPRESS OR IMPLIED WARRANTY OR REPRESENTATION ON BEHALF OF LICENSOR OR ITS LICENSORS TO ANY THIRD PARTY.

9.

TERM AND TERMINATION.

9.1 Term. The term of this Agreement (Term) shall commence on the Effective Date and shall continue for the period of time stated in Exhibit A unless terminated pursuant to this SECTION 9 (TERM AND TERMINATION). 9.2 Termination Without Cause. Licensee may terminate this Agreement without cause by written notice to LICENSOR. Such termination shall be effective upon thirty (30) days written notice to LICENSOR. 9.3 Termination With Cause. Either party may terminate this Agreement immediately for the material breach of the other party, which material breach has not been cured within thirty (30) days from the date of delivery of written notice thereof to the breaching party. 9.4
Rights Upon Termination.

(a) Upon termination of this Agreement for any reason, all rights and licenses granted to Licensee hereunder shall immediately terminate. Upon such termination, Licensee shall return to LICENSOR all License Keys and destroy the original and all copies of the Software and Documentation, including all portions thereof,

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11.

MAINTENANCE.

11.1 Provision of Maintenance. In the event that Licensee has paid all associated Maintenance Fees as invoiced by LICENSOR, Licensee shall be entitled to receive Maintenance as hereinafter described. For purposes of this Agreement, Maintenance shall consist of: (a) The right of Licensees Designated Employees to contact LICENSOR by telephone or e-mail to consult with LICENSOR regarding Errors in the Software which Errors have been brought to LICENSORs attention by Licensees Designated Employees;
The right to obtain from LICENSOR certain Updates for the Software which Updates are reasonably necessary in LICENSORs judgment to correct Errors which Errors have been brought to LICENSORs attention by Licensees Designated Employees; and

12.1 Infringement Indemnity. LICENSOR will defend any action brought against Licensee to the extent that it is based upon a claim that the Software, as provided by Licensor to Licensee under this Agreement and used within the scope of this Agreement, infringes any U.S. patent or any copyright or misappropriates any trade secret, and will pay any costs, damages and reasonable attorneys fees attributable to such claim that are awarded against Licensee, provided that Licensee: (a) promptly notifies LICENSOR in writing of the claim; (b) grants LICENSOR sole control of the defense and settlement of the claim; and (c) provides LICENSOR, at LICENSORs expense, with all assistance, information and authority reasonably required for the defense and settlement of the claim. 12.2 Injunctions. If Licensees use of any of the Software hereunder is, or in LICENSORs opinion is likely to be, enjoined due to the type of claim specified in Section 12.1, LICENSOR may, at its sole option and expense: (a) procure for Licensee the right to continue using such Software under the terms of this Agreement; (b) replace or modify such Software so that it is noninfringing and substantially equivalent in function to the enjoined Software; or (c) if options (a) and (b) above cannot be accomplished despite LICENSORs reasonable efforts, then LICENSOR may terminate Licensees rights and LICENSORs obligations hereunder with respect to such Software and refund to Licensee the unamortized portion of the license fees paid for such Software, based upon a straight-line five (5) year depreciation commencing as of the date of receipt by Licensee of such Software. 12.3 Exclusions. Notwithstanding the terms of Section 12.1, LICENSOR will have no liability for any infringement or misappropriation claim of any kind to the extent that it results from: (a) modifications to the Software made by a party other than Licensor, if a claim would not have occurred but for such modifications; (b) the combination, operation or use of the Software with equipment, devices, software or data not supplied by LICENSOR, if a claim would not have occurred but for such combination, operation or use; (c) Licensees failure to use updated or modified Software provided by LICENSOR to avoid a claim; (d) LICENSORs compliance with any designs, specifications or plans provided by Licensee; or (e) Licensees use of the Software other than in accordance with this Agreement or the Documentation. 12.4 Sole Remedy. THE PROVISIONS OF THIS SECTION 12 SET FORTH LICENSORS SOLE AND EXCLUSIVE OBLIGATIONS, AND LICENSEES SOLE AND EXCLUSIVE REMEDIES, WITH RESPECT TO INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF ANY KIND. 13.
LIMITATION OF LIABILITY. LICENSOR AND LICENSORS LICENSORS AGGREGATE LIABILITY TO LICENSEE, FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY, WILL BE

(b)

(c) The right to have LICENSOR use its commercially reasonable effort to correct Errors other than those described above which have been brought to LICENSORs attention by Licensees Designated Employees. 11.2 Hours and Facilities. LICENSOR shall make Maintenance available only during LICENSORs normal business days and normal business hours.
Limitations. LICENSOR shall have no obligation to provide Maintenance for any Software which is not the most recent Version or Release or for which LICENSOR has provided Updates which have not been applied by Licensee to the Software for a period of more than ninety (90) days from the date of delivery thereof to Licensee. Any failure of Licensee to pay all Maintenance Fees as invoiced by LICENSOR may, at LICENSORs sole option, (a) be deemed to be a material breach of this Agreement for the purposes of Section 9.3 (Termination with Cause) and (b) immediately and permanently eliminate any obligation of LICENSOR to provide Maintenance hereunder. In the event that the LICENSEE terminate this agreement without cause in accordance with 9.2, the Maintenance Fee is not refundable. Additional Services. In the event that Licensee desires to obtain from LICENSOR additional services with respect to the Software, LICENSOR agrees to negotiate in good faith for the provision of such services at LICENSORs normal commercial rates, and subject to terms as may be agreed to by the parties and to be contained in an Exhibit to this Agreement.

11.3

11.4

12.

INDEMNIFICATION.

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LIMITED TO AND WILL NOT EXCEED THE LICENSE FEES PAID TO LICENSOR BY LICENSEE PURSUANT TO THIS AGREEMENT, AND IF SUCH LIABILITY RESULTS FROM LICENSEES USE OF THE SOFTWARE OR FROM SERVICES PROVIDED BY LICENSOR, SUCH LIABILITY SHALL NOT EXCEED THE ACTUAL FEES PAID BY LICENSEE TO LICENSOR FOR THE SPECIFIC SOFTWARE OR SERVICES GIVING RISE TO THE LIABILITY DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE OF THE INITIAL EVENT RESULTING IN SUCH CLAIMS. IN NO EVENT WILL LICENSOR OR ITS LICENSORS BE LIABLE TO LICENSEE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES RESULTING FROM LOST DATA OR LOST PROFITS, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES BEFOREHAND OR FOR ANY SIMILAR CLAIM AGAINST LICENSEE BY ANY OTHER PARTY. THE PARTIES HAVE AGREED THAT THESE LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

formation of the agreement and the validity of this arbitration clause) shall be finally settled by binding arbitration in Houston, Texas in accordance with the rules and procedures of the American Arbitration Association. The existence and details of a claim or dispute, including the resolution thereof and the final opinion of the arbitrator, shall be maintained as confidential by the parties, except to the extent disclosure is compelled by law or applicable stock exchange regulations. The award of the arbitral tribunal shall be final and binding on the parties, and may be enforced by any court of competent jurisdiction. .

14.4 Injunctive Relief. It is understood and agreed that, notwithstanding any other provisions of this Agreement, breach of this Agreement by Licensee will cause LICENSOR irreparable damage for which recovery of money damages would be inadequate, and that LICENSOR shall therefore be entitled to obtain timely injunctive relief to protect LICENSORs rights under this Agreement in addition to any and all remedies available at law. 14.5 Notices. All notices or reports permitted or required under this Agreement shall be in writing and shall be delivered by confirmed received e-mail, personal delivery or by certified or registered mail, return receipt requested, and shall be deemed given upon personal delivery or five (5) days after deposit in the mail. Notices shall be sent to the parties at the addresses described on the Signature Page or such other address as either party may designate for itself in writing. 14.6 No Agency. Nothing contained herein shall be construed as creating any agency, partnership, or other form of joint enterprise between the parties. 14.7 Force Majeure. Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for the payment of money) on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes, material shortages or any other cause which is beyond the reasonable control of such party. 14.8 Waiver. The failure of either party to require performance by the other party of any provision hereof shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself. 14.9 Severability. In the event that any provision of this Agreement shall be unenforceable or invalid under any applicable law or be so held by applicable court decision, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole, and, in such event, such provision shall be changed and

14.

GENERAL.

14.1 Governing Law. This Agreement shall be governed in all respects by the laws of the State of Texas without regard to conflicts of law principles. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement. 14.2 Attorneys Fees. In the event any proceeding or lawsuit is brought by LICENSOR or Licensee in connection with this Agreement, the prevailing party in such proceeding shall be entitled to receive its costs, expert witness fees and reasonable attorneys fees, including costs and fees on appeal.
Arbitration In the event of any dispute, claim, question, or disagreement (the dispute) arising from or relating to this agreement or the breach thereof, the parties hereto shall use their best efforts to settle the dispute by normal business discussions. Should such discussions fail to resolve the dispute, any party may give the other a written notice of any remaining dispute. The parties shall continue to negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties. If they do not reach such solution within a period of 30 days, then, upon notice by either party to the other, all disputes, claims, questions, or differences (including issues relating to the U/ESLA # 03/21/13

14.3

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interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions.

14.10 Use of Licensees Name. Licensee agrees that LICENSOR may use Licensees name and may disclose that Licensee is a licensee of LICENSOR products in LICENSOR advertising, promotion and similar public disclosures with respect to the Software; provided, however, that such advertising, promotion or similar public disclosures shall not indicate that Licensee in any way endorses any LICENSOR products, without written permission from the licensee.
Headings. The section headings appearing in this Agreement are inserted only as a matter of convenience and in no way define, limit, construe, or describe the scope or extent of such section or in any way affect this Agreement.

written approval of LICENSOR. For the purposes of this Section 14.12 (Assignment), a change in the persons or entities who control fifty percent (50%) or more of the equity securities or voting interest of Licensee shall be considered an assignment of Licensees rights. LICENSORs rights and obligations, in whole or in part, under this Agreement may be assigned by LICENSOR.

14.13 Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which will be considered an original, but all of which together will constitute one and the same instrument. 14.14 Entire Agreement. This Agreement completely and exclusively states the agreement of the parties regarding its subject matter. It supersedes all prior proposals, agreements, or other communications between the parties, oral or written, regarding such subject matter. This Agreement shall not be modified except by a subsequently dated written amendment or Exhibit signed on behalf of LICENSOR and Licensee by their duly authorized representatives. In the event of any conflict between the terms of this Agreement and the terms of any Exhibit, the terms of the Exhibit shall control.

14.11

14.12 Assignment. Neither this Agreement nor any rights or obligations of Licensee hereunder may be assigned by Licensee in whole or in part without the prior

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EXHIBIT A LICENSED PRODUCTS

LIST OF SOFTWARE No. 1 2 3 SOFTWARE LICENSE QTY SITE DATE

In case the MPS Impala add-in is included in the above list it is to be understood that this inclusion is authorized by Ephesia Consult and that Licensee acknowledge that this add-in cannot be used, in no circumstances, for commercial purposes. License Keys: Node locked or FLEXlm license server For the JewelSuite License server, enter Server name: _______________________ and Mac Address: _______________________

Term of License: Effective Date.

The License[s] shall terminate upon _______(months/years) from the

Total Annual License + Maintenance Fee: USD 750 The maintenance fee entitles the licensee to receive telephone and electronic technical installation support only and all updates to the current version of the software released during the maintenance period. Maintenance Period: __ Months/years from Effective Date. Maintenance will automatically renew on an annual basis unless LICENSEE notifies LICENSOR in writing, at least 30 days prior to the new maintenance period. (only for a license term of > 1 year) Designated Employees: Name: ________________________ Telephone number: ________________________ E-mail address: ________________________ _____________________________ _____________________________ _____________________________

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Designated Equipment and/or minimum/recommended hardware requirements: Licensing Server: Requires a Windows based operating and a network adapter installed, with at minimum Windows XP or Windows Server 2003. Software Clients requirements:
Minimum Processor Intel Pentium 4 or AMD Athlon Recommended Intel Core 2 (or higher) processor or AMD Athlon X2 (or higher) processor 4.0 Gb 5Gb of free space or more

RAM Hard disk Space Operating System

2GB (better > 4 Gb) 5Gb of free space

Windows XP SP2 or newer with Microsoft .NET Framework 3.5 SP1 installed, 32 or 64 bit Nvidia GeForce 4 series (non MX), Ati Radeon 9000 series or equivalent graphics card with OpenGL Support

Microsoft Windows 7 or Windows Vista with .NET 3.5 SP1 Framework installed, 64 bit

Graphical Card

Nvidia GeForce 7 series (or higher) with driver version 156.83 (or higher) or ATI Radeon X series (or higher) with driver version 67.64 (or higher) graphics card with OpenGL 2.0 support PC Monitor with display resolution of 1280x1024 or higher, or a laptop with wide screen display A second PC monitor is highly useful in order to use JewelSuite in dual screen mode 96 dpi monitor resolution Network card

Other

At least 1 monitor with a resolution greater than 1024 x 768 96 dpi monitor setting Network adapter installed

Designated Site: Software may only be accessed via a Local Area Network (LAN) that applies to within a one mile radius of the following address: Street:1 Street:2 City: Country: _________________________________ _________________________________ _________________________________ _________________________________

U/ESLA # 03/21/13

A-2

Additional Obligations of Licensee: 1. Licensee agrees that it will: a. announce this grant through its Public Affairs Office in publications used to place Press Releases, Announcements, and similar information; b. provide a link from your department web site to our site at http://www.bakerhughes.com/products-and-services/reservoir-developmentservices/reservoir-software to permit your students, staff and other interested parties to better understand our suite of products and take advantage of our educational materials; and c. reference Baker Hughes and the JewelSuite Software in any technical papers that are written utilizing the software, and that you make these technical papers, if publicly available, available to Baker Hughes. 2. DATA SETS. Licensee shall make any non-proprietary or public domain data used in conjunction with the Software available to LICENSOR on a non-exclusive basis for public relations, training, testing and marketing purposes. 3. APPLICATION SOFTWARE DEVELOPMENT. The Licensee hereby grants LICENSOR a recurring right of first refusal to license or purchase any software developed by professors, students or researchers utilizing any aspect of the Software. 4. INSTRUCTIONAL DOCUMENTATION, TEACHING MATERIALS. The Licensee hereby grants LICENSOR a recurring right of first refusal to license or purchase any instructional documentation, course outlines and/or teaching materials developed by professors, students, or researchers utilizing any aspect of the Software.

U/ESLA # 03/21/13

A-3