|
Oct 11, 2008:
Barrows agrees to provide and
Licensee agrees to accept the Barrows products and/or Services upon the terms
set forth in this License. For
purposes of this agreement the “Barrows products” shall mean all products and
Services listed on the Publications web page including but not limited to
individual documents and to the extent applicable any predecessor reports,
publications and materials previously delivered to Licensee under prior
subscriptions with Barrows and where such reports, publications and materials
are incorporated as part of the Barrows Library.
1. The License: Barrows grants a non-exclusive
and non-transferable site license to the Licensee (defined hereafter as
“User”) to receive and use the Barrows products as set forth below.
2. Consideration: Licensee agrees to immediately pay to Barrows by credit card or
other means on terms acceptable to Barrows the consideration within 30 days.
3.
Duration of Agreement: The Services under this Agreement
shall last for the annual period from Oct 11, 2008
to Oct 10, 2009 and may be renewed pursuant to such terms as
agreed upon by the parties.
4.
Licensed Users: Licensee agrees that access to the Barrows products shall
be limited to the employees of Licensee designated as "Licensed
Users" Licensee shall not permit any party other than Licensed Users to have
access to the Barrows products (or any copy or summary thereof) without the
written consent of Barrows. With respect to third party computer service
providers retained by Licensee for the purpose of making the Barrows products
more suitable for use on the Licensee's computer systems ("Computer
Service Provider") the consent of Barrows will not be unreasonably
withheld conditioned upon the Computer Service Provider agreeing to the
confidentiality terms of Section 9 of this Agreement and the continuing
compliance of the Service Provider with such terms. Licensee shall take responsibility to ensure that Computer
Service Provider agrees to these terms.
5.
Licensed Uses: a) Licensee is authorized to use the Barrows products and
the information contained therein for its own internal use and information;
and b) Licensee, through its Licensed Users, may make limited use of the
information contained in the Barrows products for inclusion in or in
connection with the preparation of presentations, publications, and other
materials ("Materials") to be disseminated by Licensee as part of
its ordinary business activities provided: i) Barrows is given attribution as
the source of the information (e.g. "Source Barrows Company,
Inc."); ii) the Materials are not used for the purpose of offering
products or services to be sold or offered as a substitute for or in
competition with the Barrows products; iii) the Materials do not incorporate
more than a limited non-substantial
portion of the total information contained in any particular product
disseminated by Barrows; iv) the Materials do not consist of information
derived entirely or substantially from Barrows products; c) Licensee may make
a limited number of photocopies or reproductions of Barrows products provided
that such photocopies or reproductions are used for internal purposes only
and are not distributed or offered to any third party for any purpose without
the prior written consent of Barrows; and d) Licensee complies with any
reasonable requests which Barrows may make from time to time with respect to
the use of this information. Notwithstanding the above, Licensee may not use
any proprietary charts or reproduce any text directly from any Barrows
product without the written permission of Barrows. Licensee further agrees
that it will respect all copyright rights of Barrows in the Barrows products.
6. Additional Restrictions With Respect To Barrows products: In addition, the following
restrictions shall apply to any license for use of the Barrows products: a)
Licensee shall be permitted to download or archive only as much of the
Barrows Library or Service as is necessary for Licensee in the ordinary
course of its business in connection with its valid Licensed Use of the
Library or Service; b) Licensee shall not download or archive all or any
substantive portion of the Library.
7. Duty to Report Unauthorized Use: Licensee agrees to notify
Barrows in writing immediately upon becoming aware of any use of the Barrows
Product in violation of this Agreement. Licensee further agrees to promptly
notify Barrows if it becomes aware of any unauthorized third party use of the
Barrows products.
8. Ownership of Barrows products: All ownership rights in the
Barrows products, including all copyright and other rights, belong
exclusively to Barrows Company, Inc. Licensee acquires no rights to use the
Barrows products other than as expressly set forth herein.
9. Confidentiality: The Barrows products contain proprietary information
created and compiled exclusively by Barrows as well as public information
compiled and organized by Barrows using methods, formats and procedures which
enable Barrows to provide information to its clients in a unique and valuable
manner. This compilation of both
public and proprietary data provided in both written and electronic or
digital form has been obtained and compiled by Barrows at great expense and
effort over the course of many years. Barrows has created a library of this
information which in the aggregate is not available from any other source.
Barrows deems its proprietary information, its methods, formats and
procedures and its Library to be the unique, confidential and proprietary
business information of Barrows. Licensee agrees that it shall maintain the
confidentiality of this information and will take all necessary steps to
ensure that Licensee's employees comply with all provisions of the Agreement
and, upon the reasonable request of Barrows, will obtain from its employees
appropriate agreements regarding confidentiality and non-disclosure to
prevent unauthorized disclosure and misuse of the Barrows products during and
after the term of this Agreement. The following information is excluded from
the proprietary business information of Barrows: i) information that was
already known to Licensee without obligation of confidentiality prior to
disclosure by Barrows; ii) information that is disclosed to Licensee without
obligation of confidentiality by a third party who has the right to make such
disclosure; iii) information that is in the public domain or hereafter enters
the public domain through no fault of Licensee; and iv) information that is
independently developed by employees of Licensee without access to the
proprietary information disclosed by Barrows.
10. Barrows' Right To Inspection: Licensee agrees
to conduct an internal inspection or audit for purposes of providing Barrows
an Officer’s Certificate from Licensee’s CFO attesting that Licensee is in
full compliance with the terms of this Agreement during the term of the
License Agreement or thereafter upon reasonable notice from Barrows. In the
event that Licensee is unable to provide an acceptable Certificate within 10
days of notice Licensee agrees to permit Barrows to conduct a reasonable
inspection or audit of its premises and computer systems and to conduct a
reasonable audit, for the purposes of determining that Licensee has complied
with the terms of this License Agreement.
11. Disclaimers: The Barrows products contain information and data that are
compiled from sources believed by Barrows to be accurate and reliable.
However, Barrows does not warrant their accuracy or reliability and said products
are provided to Licensee as is, exclusive of any express or implied
warranties or representations of any nature. Furthermore, Barrows does not
warrant that the Barrows products will meet Licensee's requirements or that
any online delivery or online operation will be uninterrupted or error
free. In accordance with past
practices Barrows will continue to try to provide current information of
greatest topical interest and value to clients. Accordingly, Barrows reserves
the right at its discretion to alter the timing, number, content and
production schedule of the Barrows products in a manner that Barrows believes
will not materially reduce the scope and content of the Barrows products in
the aggregate.
12. Limitation of Liability: LICENSEE AGREES THAT BARROWS SHALL NOT BE LIABLE FOR ANY
DAMAGES OR INJURY, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT,
INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING FROM USE OF THE BARROWS
PRODUCTS AND BARROWS SHALL NOT BE RESPONSIBLE FOR OR HAVE ANY LIABILITY FOR
ANY INJURIES OR DAMAGES CAUSED BY ERRORS, INACCURACIES, OMISSIONS OR ANY
OTHER FAILURE IN, OR DELAYS OR INTERRUPTIONS OF, THE BARROWS PRODUCTS, FROM
WHATEVER CAUSE. IN NO EVENT SHALL BARROWS' LIABILITY FOR ANY DAMAGES
HEREUNDER EXCEED THE AMOUNTS RECEIVED BY BARROWS AS A RESULT OF THIS
TRANSACTION.
13. Compliance With Existing Laws: Licensee agrees that in the
performance of this Agreement and in
the use of the
Barrows products it will comply fully with all existing laws, rules and
regulations including, if applicable, all export control laws and stock
exchange regulations.
14. Other Terms: This Agreement constitutes the entire Agreement between Licensee
and Barrows with reference to this transaction and shall supersede any other
prior or contemporaneous agreements. Any modifications must be made by in
writing and signed by both parties. Licensee may not assign or transfer any
of its rights or obligations under this Agreement, expressly or by operation
of law without the written consent of Barrows.
15.
Governing Law and Jurisdiction: This Agreement shall be
governed by the laws of the State of Wyoming, and shall be deemed to be
executed in Wyoming. Any legal proceeding relating to the Agreement shall be
held in a court of appropriate jurisdiction in Wyoming. The parties consent
to jurisdiction and venue in that forum.
16. Termination: Upon termination, Licensee shall: a) cease all use of the Barrows
products; b) return all downloaded data or copies thereof from the Barrows products
to Barrows; c) erase from memory all recorded copies of the downloaded data;
and d) certify in writing to Barrows that Licensee has not retained any part
of the Barrows products
17.
Continued Obligations: The provisions of this Agreement which protect the rights
of Barrows shall continue in force following termination.
18.
Remedies: In the event of a breach or threatened breach of any of
the provisions of this Agreement by Licensee, Barrows shall be entitled to
injunctive relief in addition to all other legal rights which it may have. In
the event Barrows prevails in any such action, it shall be entitled to
recover from Licensee all reasonable costs, expenses and attorney's fees
incurred in connection therewith.
19. Indemnification: Licensee hereby agrees to indemnify and hold harmless
Barrows and its respective directors, officers, employees and agents, from
and against any and all claims, damages, losses and expenses resulting from
Licensee's use of the Barrows products.
20.
Notices: Any notices shall be sent to Contact individual designated in
this Agreement.
21.
Schedules: The Schedules to this shall constitute a part of this
Agreement. Barrows web site
(barrowscompany.com) shall be used in support of said schedules.
22. Severability: The unenforceability or invalidity of any term of this Agreement
shall in no way affect the validity or enforceability of any other term.
23.
Other Assurances: Each Party shall take such action (including, but not
limited to, the execution, acknowledgment and delivery of documents) as may
reasonably be requested by any other Party for the implementation or
continuing performance of this Agreement.
Schedule 1
Licensed Barrows Products:
- Petroleum
Legislation
- Petroleum/Taxation/Legislation
Report
- International
Taxation Series
- World National Oil
Company Statutes
- Mining Legislation
- World LNG/Gas
Contracts
- Basic Oil Laws
& Concession Contracts:
"Asia & Australasia"
"Central America & Caribbean"
"Europe"
"Middle East"
"North Africa"
"Russia & NIS"
"South America"
"South & Central Africa"
- Petroleum
Concession Handbook
Method of Delivery:
þ Online Only
Consideration
Payment is to be made within
30 days of the effective date of the Agreement. Late payments shall be
assessed an additional interest of charge of 1 1/2% per month for each month
after the payment date.
Schedule 2
The following individuals are
hereby named and identified by the Licensee as Licensed Users of the products
pursuant to this Agreement. Licensee
represents that the Licensed Users are full time employees of the Licensee. Licensee further represents that it has
provided all Licensed Users with a copy of this Agreement. Licensee agrees to notify Barrows
immediately of any changes in Licensed Users so that new passwords can be
assigned.
Licensed Users:
¨ Up to _____ Licensed Users (Users to be identified in a
separate document) at the following location:
|
