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DI SYSTEM PRODUCT LICENSE
Drilling Info, Inc., a Texas corporation ("DrillingInfo"), and City of Fort Worth ("Licensee"),
a(n) a home rule municipal corporation of the State of Texas located within Tarrant, Denton, and Wise
Counties, Texas, hereby enter into an annual non-exclusive license for the DI System product described below ("DI
System Product License"). Collectively, DrillingInfo and Licensee shall be referred to as the "Parties."
License Agreement. This annual DI System Product License fully incorporates the terms and conditions set forth
on the attached Standard License Terms and Conditions. If the Parties have agreed to modify, add or delete any of
the Standard License Terms and Conditions, such changes are set forth on Exhibit A to this DI System Product
License. This DI Product System License, the Standard License Terms and Conditions, and Exhibit A together with
any other expressly incorporated exhibits or appendices comprise the entire license agreement between the Parties
("License Agreement").
Type and Scope of License. This DI System Product License is a Prospector, TX license. Based on the type of
license and size tier to which Licensee belongs, Licensee shall be entitled to a maximum of 9 Licensed Users, as
defined.
Term. This DI System Product License shall commence when payment is received ("Commencement Date") and
expire 365 days thereafter ("Expiration Date").
Licensed Users. Licensed Users shall legally possess an email address to be used to log into the DI System using
the domain named fortworthtexas.gov
Notices. For purposes of this DI System Product License, any notices or correspondence shall be sent to the
following individual(s):
Name(s):
Mailing Address:
Jean Petr Email: j ean.petr@fortworthtexas.gov
1000 Throckmorton St.
Fort Worth, TX 76102
Phone Number: (817) 392-8367 Fax:
Annual License Fee; Payment Terms. The annual license fee shall be $17,470.00 and payable in full on or before
the Commencement Date unless the Parties have agreed otherwise. Defined Terms: Defined terms (terms in ALL
CAPS or Initial Caps) not otherwise defined in this DI System Product License shall have the meaning defined in
the Standard License Terms and Conditions, Exhibit A or the Appendix as the case may be.
Conflicting Terms. If any term or condition contained in the Standard License Terms and Conditions, Exhibit A or
Appendix conflict, then the term or condition contained in Exhibit A shall prevail.
Licensee Obligations at Termination. This license may require Licensee to perform post -termination procedures
with respect to certain downloaded DI System proprietary data. In such case, Licensee agrees to comply with and
complete the procedures set forth on the attached Appendix.
THE PARTIES cause this DI System Product License Agreement to be executed by their duly authorized
representatives.
Date: / ( 13
DRILLING Pi INC.
By:
Tom
organ, Sales Operations Manager
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City of Fort Worth
By:
Fernando Costa, Assistant City Manager
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DI SYSTEM LICENSE
STANDARD LICENSE TERMS AND CONDITIONS
Drillinglnfo and Licensee have entered into a non-exclusive license for the DI System. These Standard License
Terms and Conditions are fully incorporated into all DI System Licenses. If the Parties agree to modify, add or
delete any of these Standard License Terms and Conditions, then such changes are set forth on the attached Exhibit
A.
RECITALS
WHEREAS, Drillinglnfo has developed a collection of online resources, including various databases, reports,
communication tools, online forums, shopping services, personalized content and branded programming accessible
via the internet and collectively referred to as the "DI System."
WHEREAS, Drillinglnfo offers annual licenses to the DI System to prospective Licensees in the oil and gas
industry, academia, government and the public at large.
WHEREAS, Licensee desires to license the DI System from Drillinglnfo pursuant to these Standard License Terms
and Conditions, the attached DI System License and Exhibit A, which collectively constitute the License Agreement
between the Parties.
NOW, THEREFORE, in consideration of the following mutual agreements and covenants and other good and
valuable consideration, the receipt and sufficiency of which are mutually acknowledged, the Parties agree to the
following terms and conditions.
STANDARD TERMS AND CONDITIONS
1. The DI System. Unless explicitly stated to the contrary and depending on the type of license, the DI System
includes:
a. Drillinglnfo's on-line computer system including all electronic databases and services accessed by or
through Drillinglnfo's on-line computer system, and individual items within those databases or services that
may constitute independent works of authorship;
b. all written and electronic documentation, including user and operator manuals, online help and frequently
asked questions ("FAQ"), and the similar materials provided by Drillinglnfo to Licensee in connection with the
License Agreement;
c. access to certain proprietary data consisting of Well Logs, Unit Geology and LandTracTM maps
("Proprietary Data");
d. any other software, product, service, data or information provided by Drillinglnfo or obtained through
Drillinglnfo's on-line computer system that is owned by or licensed to Drillinglnfo; and
e. any new features that augment or enhance any component of the current DI System.
2. Licensee; Licensed Users. The DI System may only be used by the Licensee and those persons that Licensee
authorizes to use the DI System (collectively the "Licensed Users"). All Licensed Users shall be required to possess
and use an e-mail address containing the domain name(s) expressly set forth in the License Agreement. Licensee
shall be entitled to the maximum number of Licensed Users set forth on the DI System License.
3. Term; Fees and Payments.
a. This License shall begin on the Commencement Date and end on the Expiration Date as set forth on the DI
System Product License ("Term").
b. Licensee has elected the level of license and agrees to pay the annual license fee set forth on the DI System
Product License. The license fee shall be due and payable on or before the Commencement Date unless
otherwise provided on Exhibit A.
c. Licensee shall be solely responsible for payment of any applicable VAT, sales or use taxes.
d. Licensee agrees to pay interest on any unpaid balance owed under the License Agreement that has become
at least thirty days past due at the rate of one percent (1 %) per month, but not to exceed the maximum rate
permitted by law.
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4. Ownership and Permitted Uses of DI System.
a. The DI System is the valuable, exclusive property of Drillinglnfo or in the case of certain software or data,
its licensors. Nothing in the License Agreement shall be construed as transferring or assigning any ownership
rights to Licensee or any other person or entity.
b. So long as Licensee maintains an acceptable level of security for the protection of the DI System, Licensee
may (1) download, copy, and reproduce data from the DI System, (2) store such data on its servers and
computer system(s), (3) manipulate, analyze, reformat, print or display such data for its internal use and (4)
populate workstations or other software used within Licensee's account.
c. Licensee may use the DI System and its data in the common operation of its business, including promoting
the sale or purchase of oil and gas prospects or other related products and services, so long as DrillingInfo is
prominently recognized or attributed as the source of such data and that all such data is provided by Licensee
under restrictions contained in the License Agreement.
5. Limitations on Use of DI System.
a. The DI System is protected by contract law and various intellectual property laws, including domestic and
international copyright and trademark laws. Except as expressly permitted by the License Agreement, Licensee
may not copy, adapt, distribute or publicly display the DI System in whole or in part, in any manner whatsoever
without Drillinglnfo's prior written consent. Licensee may not remove, alter or obscure any copyright, legal or
proprietary notices in or on any portions of the DI System.
b. Drillinglnfo reserves the right to limit Licensee's access to the DI System if DrillingInfo determines that
Licensee's use of the DI System has caused a disproportionately large demand on the DI System that adversely
impairs DI System operating efficiencies. DrillingInfo shall notify Licensee that it has determined that Licensee
has impaired the operating efficiency of the DI System and that Licensee shall have a reasonable time, as
determined by DrillingInfo, to cure the situation causing the impairment of the DI System.
c. Licensee may not resell, broadcast, transfer, rent, lease, sublicense, distribute, copy, reproduce, publicly
display, publish, adapt, store or time-share the information received or accessed through the DI System to any
person or entity not otherwise authorized to use or access such information by the License Agreement.
d. Licensee may not reverse engineer any part of the DI System or decode signals used by Drillinglnfo in
transmitting any data or information for any purpose.
e. Licensee may not use any robot, spider, other automatic device, or manual process to monitor or copy from
the DI System web pages or web page except as expressly permitted by the License Agreement or with
DrillingInfo's prior written permission.
f. Licensee may not use any device, software or routine to bypass DrillingInfo's robot exclusion headers, or
to interfere or attempt to interfere with the proper working of the Drillinglnfo site in any manner whatsoever.
6. Automatic Renewal. Unless Licensee gives Drillinglnfo written notice of its intention not to renew the
License Agreement on or before the Expiration Date, Licensee agrees that the License Agreement shall
automatically renew for an additional year at the fee in effect at the Expiration Date for the level and scope of this
license. Drillinglnfo shall notify Licensee that the Expiration Date is approaching; however, Licensee shall be
solely responsible for making a timely election not to renew.
7. Password Disclosure. If Licensee or any Licensed User learns or reasonably suspects that any of its passwords
has been disclosed or otherwise made known to any person other than a Licensed User, Licensee will immediately
notify Drillinglnfo at 512-477-9200 and confirm such notice by email to sunvort(a�drillinginfo.com within seventy-
two (72) hours. Upon receiving such notice, Drillinglnfo will assign a new password to Licensee or Licensed User
as the case may be.
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DI SYSTEM LICENSE
STANDARD LICENSE TERMS AND CONDITIONS
S. Changes in the DI System. DrillingInfo reserves the right to alter the DI System, including without limitation,
implementing user priorities, implementing rules for use by Licensees, and discontinuing certain functional aspects
of the DI System. DrillingInfo may also add, withdraw or alter any of the databases contained within the DI System
or the services provided through the DI System. If any of these alterations materially change the DI System,
DrillingInfo shall notify Licensee by facsimile, newsletter, or, if available, network message in advance of or
concurrent with such changes. All notices and statements posted to the DI System shall constitute effective notice
under the License Agreement on the day DrillingInfo posts them on the DI System.
If any such changes have a material adverse effect on Licensee's use of the DI System, Licensee, after giving
DrillingInfo reasonable notice and opportunity to cure, shall be entitled to terminate the License Agreement and
receive a pro rata refund of any prepaid license fees or charges. DrillingInfo reserves its rights to dispute and litigate
the issue of whether such changes constitute a material adverse effect.
9. Delays in Services (Force Majeure). Neither DrillingInfo nor any of its licensors, service providers or service
sponsors, including its and their officers, directors, employees, affiliates, agents, representatives or subcontractors
shall be liable for any loss or liability resulting, directly or indirectly, from delays or interruptions due to electronic
or mechanical equipment failures, telephone interconnect problems, defects, weather, strikes, walkouts, fire, acts of
God, riots, armed conflicts, acts of war, or to other like causes. DrillingInfo shall have no responsibility to provide
Licensee access to the DI System during such delays or interruption regardless of the cause.
If the DI System incurs a continuous interruption of service that lasts (1) three regular business days or (2) five
calendar days, whichever is longer, then Licensee shall, upon written request, be entitled to an extension of the
current license period equal to two times the number of days of service interruption. For purposes of this paragraph,
a continuous interruption of service shall be limited to an interruption that causes the DI System to be unavailable to
all licensees for an uninterrupted period of time.
10. Transfer or Assignment; Successors and Assigns. Licensee shall not transfer or assign the License
Agreement or any of the rights conferred by the License Agreement to any party not an affiliate of Licensee without
Drillinglnfo's express written permission. Any such transfer or assignment made without Drilling Info's permission
shall be deemed a termination of the License Agreement. For purposes of this Section, "affiliate" shall mean all
entities which are controlling, controlled by or under common control with Licensee as of the Commencement Date.
Under no circumstance shall any transfer or assignment discharge Licensee's obligations under the License
Agreement. If Licensee makes a transfer or assignment permitted by DrillingInfo, the License Agreement shall be
binding on and inure to the benefit of any such permitted successor, transferee or assignee.
11. Termination. The License Agreement and the rights granted and obligations created under it shall remain in
full force and effect during the Term. DrillingInfo shall have the right to terminate the License Agreement
immediately for any of the following causes:
a. Licensee fails to make any payment to DrillingInfo, its services providers or service sponsors, when due;
b. Any unauthorized access or use by Licensee, including, without limitation: (i) concurrent access of the DI
System with identical user identification numbers; (ii) permitting another person or entity who is not a Licensed
User under the License Agreement to use Licensee's user identification number or password to access the DI
System; (iii) transmitting information from the DI System to another person or entity who is not a Licensed
User of the DI System; or (iv) any other access or use of the DI System except as expressly provided in the
License Agreement;
c. Licensee assigns, transfers or attempts to assign or transfer any rights granted to Licensee by the License
Agreement to a non -Licensee or non-affiliated Licensee without Drillinglnfo's express written permission;
d. Licensee tampers with or alters any software or data files contained in, or accessed through, the DI System;
e. Licensee transmits or receives, or causes the transmission or receipt, using the DI System, of any
pornographic, obscene, disparaging, defamatory, or libelous information of any nature or form whatsoever, with
respect to any other user, company, person or business entity. DrillingInfo, at its sole discretion, shall
determine whether any information transmitted or received violates this provision; or
f. Licensee materially violates any of the other terms and conditions of the License Agreement.
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STANDARD LICENSE TERMS AND CONDITIONS
Upon the termination of the License Agreement, Licensee shall have no further access to the DI System. If the
License Agreement is terminated pursuant to this Section 11, Drillinglnfo may pursue any and all remedies available
to it under the License Agreement, at law, or in equity. Such remedies are cumulative, and in addition to any
remedies available at law or equity. Licensee's obligations at termination of the License Agreement, if any, are set
forth elsewhere in the License Agreement.
12. Monitoring and License of Posted Content.
a. Licensee acknowledges that Drillinglnfo does not pre-screen content posted to the site; however,
Drillinglnfo and its designees shall have the right, but not the obligation, in their sole discretion to refuse or
move any content that is available via the DI System.
b. Licensee acknowledges that Drillinglnfo reserves the right to monitor any information transmitted or
received through the DI System. Drillinglnfo, at its sole discretion and without notice to Licensee, may review,
censor or prohibit the transmission or receipt of any information which Drillinglnfo deems inappropriate (such
as that specified in Section 11(e)) or that violates any term or condition of the License Agreement.
c. With respect to all content which Licensee elects to post to the "Drillinglnfo Marketplace" or "Local
Expert Listing" areas of the DI System, Licensee hereby grants Drillinglnfo the royalty -free, perpetual,
irrevocable, non-exclusive and fully sub -licensable right and license to use, reproduce, modify, adapt, publish,
translate, create derivative works from, distribute, perform and display such content, in whole or in part,
worldwide or to incorporate it in other works in any form, media, or technology now known or later developed.
d. With respect to all content which Licensee elects to post to the "Virtual Scout," "Saved Searches," "Lease
Reconciliation," "Saved Economic Reports," "Mylnfo," "DNA," areas of the DI System, or any other future
software locations provided by Drillinglnfo for its customers to post proprietary content, Drillinglnfo
recognizes that such posted information shall remain Licensee's sole property, and Licensee agrees that
Drillinglnfo is merely a provider of disk space and integration services for hosting.
13. Equipment and Operation. Licensee shall provide and maintain all telephone and other equipment necessary
to access the DI System. The costs of any such equipment and telephone connections or use, including any
applicable taxes, shall be borne solely by Licensee. Licensee is responsible for operating its own equipment and for
familiarity with the information (e.g., calculations and reports) used with or available through the DI System.
Drillinglnfo reserves the right to refuse assistance or to charge additional fees if Licensee seeks assistance from
Drillinglnfo with respect to such basic background information or any other matters not directly relating to the
operation of the DI System.
14. Limited Warranty and Liability.
a. Drillinglnfo represents and warrants that it has the right to provide Licensee the information in the DI
System. Licensee acknowledges that the information provided through the DI System is compiled from sources
which are beyond the control of Drillinglnfo. Though such information is recognized by the Parties to be
generally reliable, the Parties acknowledge that inaccuracies may occur and Drillinglnfo and its licensors do not
warrant the accuracy or suitability of the information. FOR THIS REASON, LICENSEE
ACKNOWLEDGES THAT THE DI SYSTEM IS PROVIDED TO LICENSEE ON AN "AS IS, WITH
ALL FAULTS" BASIS. DRILLINGINFO AND ITS LICENSORS EXPRESSLY DISCLAIM ANY AND
ALL WARRANTIES, WHETHER EXPRESS, ORAL, IMPLIED, STATUTORY OR OTHERWISE,
INCLUDING ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, ANY
IMPLIED WARRANTY OF MERCHANTABILITY, ANY WARRANTY OF NON -INFRINGEMENT,
(SUBJECT TO THE INDEMNIFICATION SET FORTH IN SECTION 14d) ANY WARRANTIES
ARISING BY VIRTUE OF CUSTOM OF TRADE OR COURSE OF DEALING AND ANY IMPLIED
WARRANTIES OF TITLE OR NON -INFRINGEMENT. FURTHER, DRILLINGINFO AND ITS
LICENSORS DO NOT REPRESENT OR WARRANT THAT THE DI SYSTEM WILL MEET
LICENSEE'S REQUIREMENTS OR ARE SUITABLE FOR LICENSEE'S NEEDS.
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b. Licensee assumes all risk of errors and omissions in the DI System, including the transmission or
translation of information. Licensee assumes full responsibility for implementing sufficient procedures and
checks to satisfy its requirements for the accuracy and suitability of the DI System, including the information,
and for maintaining any means which Licensee may require for the reconstruction of lost data or subsequent
manipulations or analyses of the information provided under the License Agreement. Licensee agrees that
Drillinglnfo and its licensors, including its and their officers, directors, employees, affiliates, agents,
representatives or subcontractors shall not in any event be liable for any special, incidental or consequential
damages arising out of the use or inability to use the DI System for any purpose whatsoever. Certain laws (e.g.,
consumer laws) may confer certain rights that prohibit exclusion of implied warranties, or the exclusion or
limitation of certain damages. If such laws apply, the exclusions or limitations set forth immediately above may
not apply to Licensee to the extent required by such laws.
c. Except for claims involving intellectual property infringement as provided in Section 14d, Licensee shall
indemnify, defend and hold harmless Drillinglnfo, including its officers, directors, employees, affiliates, agents,
representatives or subcontractors from and against any claims brought by persons or entities other than the
Parties arising from or related to Licensee's access to and use of the DI System, including any information
obtained through the DI System.
d. Drillinglnfo shall indemnify, hold harmless, and defend Licensee against any claim or action brought
against it to the extent that such action is based on a claim that the unmodified DI System, when used in
accordance with the License Agreement, infringes a United States copyright, trademark, patent, trade secret or
other intellectual property. Drillinglnfo shall pay all costs, settlements and damages finally awarded; provided
that Licensee (i) notifies Drillinglnfo in writing within ten (10) days of any receiving a claim, (ii) gives
Drillinglnfo sole control of the defense and settlement of such claim, and (iii) provides all reasonable assistance
in connection with such defense or settlement. If the DI System or any part of the DI System is adjudged to
infringe, or in Drillinglnfo's opinion is likely to become the subject of such a claim, Drillinglnfo shall, at its
option (i) procure for Licensee the right to continue using the DI System, or (ii) modify or replace the DI
System to the extent necessary to make it so that it does not infringe. If Drillinglnfo cannot perform either (i) or
(ii), then it may terminate the License Agreement and refund the proportionate part of the License fee for the
period from termination to the Ending Date. Drillinglnfo shall have no liability regarding any claim arising out
of: (i) use of other than a current, unaltered release of the DI System, unless the infringing portion is also
included in the then current, unaltered release, (ii) use of the DI System in combination with non-Drillinglnfo
software, data or equipment if the infringement was caused by such use or combination, (iii) any modification
or derivation of the DI System not specifically authorized in writing by Drillinglnfo, or (iv) use of third party
software. The foregoing states the entire liability of Drillinglnfo and the exclusive remedy relating to
infringement or claims of infringement of any copyright trademark, patent, trade secret or other intellectual
property by the DI System.
e. EXCEPT TO THE EXTENT ARISING FROM THIS SECTION 14, IF THERE SHALL AT ANY
TIME BE OR ARISE ANY LIABILITY ON THE PART OF DRILLINGINFO OR ITS LICENSORS
BY VIRTUE OF THE LICENSE AGREEMENT OR BECAUSE OF THE RELATIONSHIP
ESTABLISHED BETWEEN THE PARTIES, WHETHER DUE TO THE NEGLIGENCE OF
DRILLINGINFO OR ITS LICENSORS OR OTHERWISE, DRILLINGINFO'S LIABILITY IS AND
SHALL BE LIMITED TO A SUM EQUAL IN AMOUNT TO THE SUMS ACTUALLY PAID TO
DRILLINGINFO BY LICENSEE UNDER THE TERMS OF THE LICENSE AGREEMENT, AS
LIMITED DAMAGES AND NOT AS A PENALTY. THIS LIMITATION OF LIABILITY SHALL BE
COMPLETE AND EXCLUSIVE. IF LICENSEE WISHES TO INCREASE THE AMOUNT OF THE
POSSIBLE LIMITED DAMAGES, IT MAY OBTAIN A HIGHER LIMIT FROM DRILLINGINFO BY
PAYING PROPORTIONATELY INCREASED LICENSE FEES UNDER THE LICENSE
AGREEMENT. DRILLINGINFO WILL PROVIDE LICENSEE A SCHEDULE OF SUCH
INCREASED FEES AND RELATED MAXIMUM LIABILITY UPON REQUEST.
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15. Dealings with Advertisers. Licensee's correspondence or business dealings with, or participation in
promotions of, advertisers found on or through the DI System, including payment and delivery of related goods or
services, and any other terms, conditions, warranties or representations associated with such dealings, are solely
between Licensee and such advertiser. Licensee agrees that Drillinglnfo shall not be responsible or liable for any
loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such
advertisers on the DI System.
16. Links. The DI System or third parties may provide links to other websites or resources. Because Drillinglnfo
has no control over such websites and resources, Licensee acknowledges and agrees that Drillinglnfo is not
responsible for the availability of such external sites or resources, and does not endorse and is not responsible or
liable for any content, advertising, products, or other materials on or available from such sites or resources.
Licensee further acknowledges and agrees that Drillinglnfo shall not be responsible or liable, directly or indirectly,
for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such
content, goods or services available on or through any such site or resource.
17. Third Party Content. Licensee acknowledges that Drillinglnfo does not pre-screen content posted by a third
party. Licensee agrees that it must evaluate, and bear all risks associated with, the use of any such content posted by
a third party, including any reliance on the accuracy, completeness, or usefulness of such content. Accordingly,
Licensee acknowledges that it may not rely on any such third party content.
18. Successors and Assigns. The License Agreement shall be binding on and inure to the benefit of any permitted
successor or assign of the Parties.
19. No Conflicting Terms. If any of the terms and conditions of the License Agreement conflict with any
comparable terms and conditions contained in any help text, manual or other document, the term or condition in the
License Agreement shall prevail and govern, regardless of whether such other document originated prior or
subsequent to the License Agreement, or was signed or acknowledged by any director, officer, employee,
representative or agent of Drillinglnfo.
20. Attorneys' Fees. If either party initiates litigation to enforce any of the provisions of the License Agreement,
including collection of any amounts due, then the prevailing party shall be entitled to recover from the other party, in
addition to all sums to which it is entitled or any other relief, at law or in equity, reasonable and necessary attorneys'
fees and any costs of any litigation.
21. Governing Law; Limitations; Venue. The License Agreement shall be governed by the laws of the State of
Texas, excluding any rule or principle that would refer to and apply the substantive law of another state or
jurisdiction. To the extent allowed by applicable law, any claims or causes of action arising from or relating to
access and use of the DI System contemplated by the License Agreement must be instituted within the lesser of two
(2) years from the date upon which such claim or cause arose or accrued. Any such claim or cause of action must be
brought in the state or federal courts located in Austin, Travis County, Texas. Licensee agrees to submit to the
exclusive personal jurisdiction of such courts and, if Licensee does not reside or have a registered agent for service
of process in the State of Texas, Licensee hereby appoints the Secretary of State of Texas to act as its agent for
service of process in the event of any litigation or claim arising out of or relating to the License Agreement.
22. Severability. If a court of competent jurisdiction determines that any provision of the License Agreement is
unlawful or unenforceable in any respect, the court shall reform the License Agreement by modifying such provision
so as to render it enforceable or, if modifying the provision is not possible, then deleting such provision. The court
shall then fully enforce the License Agreement as reformed.
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23. Entire Agreement; Construction; Amendment; Waiver. The DI System License, these Standard License
Terms and Conditions, Exhibit A and any other expressly incorporated exhibits, attachments or appendices shall
constitute the entire agreement between the Parties with respect to the subject matter and supersedes any prior or
contemporaneous agreement or understanding, whether written or oral, if any, between the Parties with respect to
such subject matter. The License Agreement shall be construed as if both Parties equally participated in its drafting,
and thus shall not be construed against its either party as drafter. The License Agreement may be modified only in a
subsequent written agreement signed by both Parties. No waiver of any provision of the License Agreement by
either party shall constitute a waiver of any remedy available as a result of a subsequent breach of the same
provision unless such waiver is made in writing and signed by the party granting such waiver.
24. Notices. Unless otherwise provided in the License Agreement, all notices or communications of any type
required or permitted by the License Agreement, excluding routine billings or correspondence, shall be made by
Licensee to Drillinglnfo at its corporate offices at the address listed on the DI System at the section titled Contact Us
and by Drillinglnfo to Licensee as set forth in the DI System Product License. Such notice or communication shall
be in writing and sent either by (1) any express delivery service that provides signed acknowledgement of delivery
or (2) U.S. Postal Service certified mail, return receipt and shall be deemed effective on receipt. Licensee shall have
the right to change its address for purposes of receiving notices under the License Agreement and give notice of
such change of address as set forth in this Section.
25. Headings. The headings appearing in the License Agreement are included for the convenience of the Parties
and shall not be used to define, limit, enlarge or interpret the scope of the License Agreement or any of its
provisions.
26. Relationship of the Parties. Nothing in the License Agreement shall be construed to create or establish an
agency, partnership or joint venture relationship between the Parties and the Parties jointly and severally disclaim
any such relationship. The Parties further agree that they are acting solely as independent contractors and that
neither party owes any fiduciary, special or implied duty to the other party unless such duty is expressly stated in the
License Agreement.
27. Confidential Information. The Parties undertake at all times to keep confidential and not to use or to disclose
to any third party without the disclosing party's prior written consent any trade or business secrets or similar
confidential information supplied by the disclosing party or obtained as a result of this Agreement (or any
discussions prior to execution of this Agreement) or the disclosing party's business, technology (including any
information relating to any intellectual property owned or used by the Parties) and customers ("Confidential
Information"). The Parties agree to: (a) put in place and maintain adequate security measures to protect Confidential
Information from unauthorized access or use; (b) immediately notify the disclosing party of any suspected or actual
unauthorised use, copying or disclosure of Confidential Information; and (c) only use Confidential Information for
the purposes of performing its obligations under this Agreement. Information shall cease to be confidential if: (a) it
is in, or comes into the public domain, other than by breach of this Agreement; (b) the information is lawfully
obtained from another person without any restriction as to use and disclosure; or (c) the information was in either
party's possession prior to disclosure to it by the other party.
28. Survivability. Sections 3c, 3d, 4, 5, 12, 14, 18, 21, 22, 23, 24, 26 and 27 shall survive the termination of the
License Agreement.
29. Counterparts; Signatures. This Agreement may be executed in one or more counterparts, each of which shall
constitute an original, and together shall constitute one instrument. Further, a copy of this Agreement signed on behalf of
a party and delivered by facsimile or scan to the other party shall have the same effect as the delivery of a signed original
of this Agreement.
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APPENDIX - TERMINATION PROCEDURES
Drillinglnfo and Licensee have entered into a non-exclusive PLUS, PROSPECTOR or HPDI DI System Product
License, which together with this Appendix and any other incorporated exhibits or appendices, constitutes the entire
agreement between the parties ("License Agreement"). This Appendix sets forth Licensee's obligations upon
termination of the License Agreement and, as such, shall only apply if and when this License Agreement terminates
for any reason set forth in the License Agreement. Any defined terms (terms in ALL CAPS or Initial Caps) shall
have the same meaning defined in the Master License Agreement unless defined in this Appendix.
Proprietary Data. As a PLUS, PROSPECTOR or HPDI licensee, Licensee has unlimited access to and the right to
download and store most of the information and data comprising the Drillinglnfo System. This includes certain
proprietary data consisting of Well Logs, Unit Geology and LandTracTM maps ("Proprietary Data"). Licensee also
has the right to use the Proprietary Data in its business operations, which may include performing analysis using the
Proprietary Data, incorporating Proprietary Data into various reports, publications, prospectuses and other similar
documents, creating tables, maps, graphs and other similar depictions of the Proprietary Data and other using the
Proprietary Data in other comparable ways. Any such or similar use of the Proprietary Data shall be deemed
Licensee's work product and not considered part of the Proprietary Data. Proprietary Data includes only the data
described above that has been downloaded and stored in its original unconverted state.
If this PLUS, PROSPECTOR or HPDI License Agreement terminates for any reason, then Licensee shall be
required to elect between the following options to discharge its obligation with respect to the Proprietary Data only.
These options only apply to the Proprietary Data downloaded and stored by Licensee and expressly DO NOT
APPLY to Licensee's work product that is based on, uses, transforms, incorporates or in any manner uses the
Proprietary Data.
Licensee shall elect between the following options no later than ten (10) days after the License Termination Date. If
Licensee fails to make a timely election, then Licensee shall be deemed to have elected Option 2 — Purge or Destroy.
OPTION 1 - PERPETUAL LICENSE. Licensee may elect to pay a one-time license fee that will give Licensee a
perpetual license to any Proprietary Data in Licensee's possession. The one-time license fee shall equal the total
amount of individual license fees that Licensee would have paid for Proprietary Data in its possession downloaded
during Licensee's term as a PLUS, PROSPECTOR or HPDI licensee. Under no circumstance, however, shall the
Perpetual License Fee exceed three times the amount of the annual PLUS, PROSPECTOR or HPDI license renewal
fee that Licensee would pay. Drillinglnfo will provide an accounting for all Proprietary Data downloaded by
Licensee during its term as a PLUS, PROSPECTOR or HPDI licensee.'
OPTION 2 — PURGE OR DESTROY. Licensee may elect to certify in writing by no later than ninety (90) days
after License Ending Date that it has performed the steps set forth in this Appendix to ensure that Licensee has
undertaken reasonable steps to purge all downloaded Proprietary Data from Licensee's servers and computer
systems. Licensee shall verify using the Appendix that all listed steps have been satisfactorily performed by a
designated Information Technology or other competent officer or manager and attested by a senior corporate officer
or equivalent.
NOTE: THIS APPENDIX DOES NOT REQUIRE LICENSEE TO CERTIFY TO THE ACTUAL
DESTRUCTION OR PURGING OF THE PROPRIETARY DATA BUT ONLY REQUIRES LICENSEE TO
CERTIFY THAT THE STEPS LISTED IN THE APPENDIX HAVE BEEN PERFORMED BY LICENSEE
TO THE BEST OF LICENSEE'S KNOWLEDGE.
1 For example, if the total of the individual costs of Proprietary Data downloaded by Licensee while a PLUS,
PROSPECTOR or HPDI licensee amounted to $50,000 and the annual renewal license fee was $15,000, then the
one-time perpetual license fee under Option 1 would be $45,000 (the maximum of three times the annual license
renewal fee).
DI System License Appendix 10/22/10
drilfln
info"
Open To Exptore'
DI SYSTEM LICENSE
APPENDIX - TERMINATION PROCEDURES
Termination of License Checklist — Option 2 — Purge or Destroy
Upon termination of this License Agreement, Licensee may elect to certify to Drillinglnfo that it has performed each
of the following steps in connection with purging all downloaded Drillinglnfo Proprietary Data. Licensee shall
designate a key technology officer or manager to be responsible for performing or overseeing performance of the
steps below and certifying that each step was satisfactorily completed to the best efforts of the person responsible. If
this certification is subsequently determined to have been improperly completed, Drillinglnfo shall have the right to
seek appropriate legal and equitable remedies.
Step
Licensee has purged all downloaded Proprietary Data on its shared storage systems.
Licensee has distributed notification by email and other means to all current Licensed Users
advising that all downloaded Well Logs, Unit Geology and LandTracTM maps downloaded from
the Drillinglnfo System must be purged from all forms of local electronic storage media,
including but not limited to hard drives, flash drives, CDs, DVDs, or any other similar storage
media.
Licensee certifies that it has complied with each of the following License requirements:
a. Licensee has not resold, broadcasted, transferred, rented, leased, sublicensed, distributed,
copied, reproduced, publicly displayed, published, adapted, stored or shared the information
received or accessed through the DI System with any person or entity not otherwise authorized
to use or access such information under the license granted by this License Agreement.
b. Licensee has not reverse engineered any of the DI System or decoded the signals used by
Drillinglnfo in transmitting any information for any purpose.
c. Licensee has not used any robot, spider, other automatic device, or manual process to
monitor or copy from the Drillinglnfo System web pages or web page except as expressly
permitted by this Agreement or with Drillinglnfo's prior written permission.
d. Licensee has not used any device, software or routine to bypass Drillinglnfo's robot
exclusion headers, or to interfere or attempt to interfere with the proper working of the
Drillinglnfo site in any manner whatsoever.
e. When Licensee used DI System data in the common operation of its business, including
promoting the sale or purchase of oil and gas prospects or other related products and services,
Licensee prominently recognized or attributed Drilling Info as the source of such data and that
all such data was provided under restrictions otherwise contained in this License Agreement.
Certified
(Initials)
LICENSEE HEREBY CERTIFIES THAT THE STEPS LISTED ABOVE HAVE BEEN COMPLETED
AND SATISFACTORILY PERFORMED TO THE BEST KNOWLEDGE OF THOSE RESPONSIBLE.
Information Technology Officer/Manager: Corporate Officer:
Date: Date:
Signature: Signature:
Print Name: Print Name:
Title: Title:
DI System License
Appendix — Termination Procedures 10/22/10
EXHIBIT "A"
Notwithstanding anything to the contrary in the DI System Product License; the DI System
License Standard License Terms and Conditions' or the DI System License Appendix
DrillingInfo and Licensee agree to certain additional and alternate terms and conditions as part
of the License Agreement between the Parties.
In particular, the Parties do agree as follows:
I. RENEWAL
That Section 6, ` Automatic Renewal," of the DI System License Standard Terms and Conditions
is hereby deleted in its entirety and replaced with a new Section 6 to read as follows:
6. Renewal. The License Agreement may be renewed for additional one-year periods by
signed, written mutual agreement of the Parties If the Parties do not execute a renewal,
the License Agreement shall expire at the end of the then -current term.
II. UNAUTHORIZED ACCESS
That the DI System License Standard Tereus and Conditions is revised to add a new Section 9.1,
` Unauthorized Access (Hacking)," to read as follows:
9.1. Unauthorized Access (Hacking). Use of the DI System involves access via the
Internet, which the Parties acknowledge and agree is an essentially unregulated conduit.
Therefore, neither Party shall be held responsible for unauthorized third parties who gain
access and introduce errors, viruses, or other harmful components, or cause data to be
lost, hacked, accessed, modified, or viewed so long as the Parties exercise reasonable
efforts to maintain an acceptable level of security to prevent such unauthorized access.
III. TERMINATION
That the DI System License Standard Terms and Conditions is revised to add a new Section 11.1,
` Termination by Licensee," to read as follows:
11.1. Termination by Licensee. As to the Licensee's performance of its obligations,
DrillingInfo acknowledges and agrees that Licensee is a governmental entity, and
because of statutory, constitutional and Fort Worth City Charter provisions, Licensee
cannot commit to the funding of its obligations described herein beyond each fiscal year.
In the event no funds or insufficient funds are appropriated by the Licensee's City
Council in any fiscal period for any payments hereunder, Licensee will notify
DrillingInfo of such occurrence, and the License Agreement shall terminate on the last
day of the fiscal period for which appropriations were received without penalty or
expense to Licensee of any kind whatsoever, except as to the portions of the payments
herein agreed upon for which funds shall have been appropriated.
IV. LIMITED WARRANTY AND LIABILITY
That Paragraph C. of Section 14, "Limited Warranty and Liability," of the DI System License
Standard Teuns and Conditions is hereby deleted in its entirety and replaced with a new
Paragraph C to read as follows:
EXHIBIT A TO DI SYSTEM PRODUCT LICENSE PAGE I OF 3
c. Except for claims involving intellectual property infringement as provided in Section
14d, Licensee hereby releases Dnllinglnfo, including its officers, directors, employees,
affiliates, agents, representatives or subcontractors from and against all liability and any
claims brought by persons or entities other than the Parties arising from or related to
Licensee's access to and use of the DI System, including any information obtained
through the DI System.
V. PARTICIPATION IN DEFENSE
That the Parties acknowledge and agree that, notwithstanding anything in Paragraph D. of
Section 14, "Limited Warranty and Liability,' of the DI System License Standard Terms and
Conditions to the contrary Licensee may, but shall not be required to, participate in the defense
of any lawsuit in which Licensee is named as a party or in which a claim is made against
Licensee, regardless of whether such claim is subject to indemnification by Drillinglnfo.
VI. ATTORNEYS' FEES
That Section 20, "Attorneys' Fees," of the DI System License Standard Terms and Conditions is
hereby deleted in its entirety.
VII. GOVERNING LAW; LIMITATIONS; VENUE
That Section 21, "Governing Law; Limitations; Venue " of the DI System License Standard
Teinis and Conditions is hereby deleted in its entirety and replaced with a new Section 21 to read
as follows:
21. Governing Law; Limitations. The License Agreement shall be governed by the
laws of the State of Texas, excluding any rule or principle that would refer to and apply
the substantive law of another state or jurisdiction. To the extent allowed by applicable
law any claims or causes of action arising from or relating to access and use of the DI
System contemplated by the License Agreement must be instituted within the lesser of
two (2) years from the date upon which such claim or cause arose or accrued. Any such
claim or cause of action must be brought in the state or federal courts located in Fort
Worth, Tarrant County, Texas. Drillinglnfo agrees to submit to the exclusive personal
jurisdiction of such courts and, if Drillinglnfo does not reside or have a registered agent
for service of process in the State of Texas, Licensee hereby appoints the Secretary of
State of Texas to act as its agent for service of process in the event of any litigation or
claim arising out of or relating to the License Agreement
VIII. CONFIDENTIAL INFORMATION
That Section 27, "Confidential Information," of the DI System License Standard Terms and
Conditions is hereby deleted in its entirety and replaced with a new Section 21 to read as
follows:
EXHIBIT A TO DI SYSTEM PRODUCT LICENSE PAGE 2 OF 3
27. Confidential Information. Subject to the limitations expressed below, each Party
shall hold the Confidential Information of the other in strict confidence, will not make
any voluntary disclosures (including methods or concepts utilized in the Confidential
Information) without the express written consent of the other, except to employees or
consultants who agree to be bound by the terms of this agreement; and will take all
reasonable steps to maintain the confidentiality of all Confidential Infonuation.
However, DrillingInfo understands and acknowledges that Licensee is a public entity
under the laws of the State of Texas, and as such, the following infoiniation is subject to
disclosure under Chapter 552 of the Texas Government Code, the Texas Public
Infouuiation Act (the "Act") - 1) all documents and data held by Licensee, including
information obtained from DrillingInfo and 2) infounation held by DrillingInfo for or on
behalf of Licensee that relates to the transaction of Licensee's business and to which
Licensee has a right of access. If the Client Licensee receives a request for any
documents that may reveal any of DrillingInfo's proprietary information under the Act,
or by any other legal process, law, rule, or judicial order by a court of competent
jurisdiction, Licensee will utilize its best efforts to notify DrillingInfo prior to disclosure
of such documents. Licensee shall not be liable or responsible in any way for the
disclosure of information not clearly marked as "Proprietary / Confidential Information"
or if disclosure is required by the Act or any other applicable law or court order. In the
event there is a request for such information, it will be the responsibility of DrillingInfo
to submit reasons objecting to disclosure. A detennmation on whether such reasons are
sufficient will not be decided by Licensee, but by the Office of the Attorney General of
the State of Texas, or by a court of competent jurisdiction.
IX. TAXES
That the Parties acknowledge and agree that Licensee is a tax-exempt government entity and
that, notwithstanding anything in the DI System License Standard Terms and Conditions to the
contrary, no tax shall be due or payable by Licensee in connection with this License Agreement
X. DATA SECURITY
That the Parties acknowledge and agree that Licensee's use of firewalls, individual user ID's and
passwords, and other computer security measures constitute "an acceptable level of security" and
`adequate security measures ' for purposes of the Standard Teinis and Conditions
XI. USAGE VOLUME
That the Parties acknowledge and agree that Licensee's use by no more than one hundred
individual users does not and will not be considered to constitute a "disproportionately large
demand on the DI System that adversely impairs DI System operating efficiencies" for purposes
of the DI System License Standard Terms and Conditions.
EXHIBIT A TO DI SYSTEM PRODUCT LICENSE PAGE 3 OF 3