{"id":42067,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/alliance-agreement-iwc-services-inc-and-halliburton-co.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"alliance-agreement-iwc-services-inc-and-halliburton-co","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/alliance-agreement-iwc-services-inc-and-halliburton-co.html","title":{"rendered":"Alliance Agreement &#8211; IWC Services Inc. and Halliburton Co."},"content":{"rendered":"<pre>\nALLIANCE AGREEMENT\n\nTHIS AGREEMENT is made to be effective as of the 19th day of September, 1995, by\nand between:\n\nIWC Services, Inc., a Texas, U.S.A. corporation with offices located at: 2800\nPost Oak Blvd., Transco Tower Suite 6300, Houston, Texas 77056 ('IWC'),\nrepresented herein by its President, Brian Krause; and\n\nHalliburton Energy Services, a Division of Halliburton Company, a Delaware\ncorporation with offices located at: 5151 San Felipe, Houston, Texas 77056\n('HES') represented herein by its Executive Vice President, Mr. W.J. Zeringue,\n(each of HES or IWC being sometimes herein referred to individually as a 'Party'\nor collectively as the 'Parties') for the purposes, causes and considerations\nenumerated hereinafter.\n\nWITNESSETH, that\n\nWHEREAS, HES is recognized as an industry leader in the business of furnishing\ncertain services, including pumping, cementing, snubbing, tools, production\nenhancement, coiled tubing and related services under contract to operating\ncompanies in the domestic and international oil and gas industry; and\n\nWHEREAS, IWC is recognized as an industry leader in the business of furnishing\noil and gas well firefighting, well capping and certain specialized well control\nservices and applications, under contract to operating companies in the domestic\nand international oil and gas industry; and\n\nWHEREAS, both HES and IWC are currently active in furnishing their respective\nservices to the Well Control Services ('WCS') market. Said WCS market includes\nboth the servicing of certain wells during well control events or 'blowouts' and\nthe engineering or planning involved with these efforts pre or post event; and\n\nWHEREAS, both HES and IWC recognize that their respective strengths and\ncapabilities relative to WCS are complementary and supportive of, and not in\ncompetition with, each other and that an alliance of their efforts in pursuing\nthe WCS market offers mutual advantages and economies of scale; and\n\nWHEREAS, HES and IWC have agreed that it is in their mutual best interests to\nenter into a Strategic Alliance (the 'Alliance'), to maximize their respective\ncapabilities and business potential in providing high quality Well Control\nservices to the oil and gas industry, combining their respective strengths,\ntools, equipment, market presence and expertise.\n\n \n NOW, THEREFORE, the Parties hereto, acting through their duly authorized\n representatives, have agreed to form and administer the Alliance pursuant to\n the terms and conditions contained herein.\n\n I: SCOPE\n\n 1.1 Subject only to any specific exceptions which may be contained in this\n Agreement, the Alliance shall be an exclusive alliance between HES and IWC, for\n the purpose of pursuing the WCS market on a global, or world-wide, basis. The\n exclusivity provided for herein shall apply to all projects related to Well\n Control Services, both on land and offshore, whether performed domestically or\n in the international market and whether such project is generated by HES or IWC\n The use of the term 'Alliance' in describing activities to be conducted by the\n Parties pursuant to this Agreement, shall be construed to mean only activities\n to be conducted jointly by the Parties for their mutual benefit. As more fully\n set forth in Section 2. 4 hereof, the 'Alliance' is not a separate entity but\n is merely intended to be a descriptive term to refer to the Parties when\n conducting combined operations under this Agreement.\n\n 1.2 It is recognized by the Parties that an exclusive Alliance will require\n that both HES and IWC develop and cultivate a good faith course of dealing and\n a teamwork relationship which is based on common objectives, mutual respect and\n the highest degree of trust. In that regard, the Parties covenant and agree\n that, in considering one's own best interests in any given situation related to\n the Alliance, the best interests of the Alliance as a whole shall also be taken\n into account.\n\n 1.3 To the extent that either Party is unable, or unwilling, to give full\n support to the efforts of the Alliance in a given instance, such Party shall\n notify the other Party of any such constraints and the Parties agree to work to\n minimize the affect of such constraints on the Alliance. It is the stated\n intent of both HES and IWC, in executing this Agreement, to put forth their\n respective best efforts to make the Alliance work for their mutual benefit and\n it is recognized that only through cooperation and the full and unfettered\n exchange of information can the mutual operations be conducted most\n effectively.\n\n 1.4 It is incumbent upon the Parties to closely communicate and coordinate\n regarding job planning and performance of contracts. It is recognized that each\n Party has available a finite amount of tools, equipment and personnel resources\n to service the contractual commitments of the Parties pursuant to the Alliance\n and neither Party will commit to the scheduling of any job without the prior\n concurrence of the other. In the event an excessive number of jobs is scheduled\n simultaneously, and either Party is unable to provide sufficient equipment and\n personnel to perform the work to the quality standards set by the Alliance,\n then for the performance of specific jobs, such Party shall have the right to\n temporarily align itself with a third\n\n \n party, if possible, to supplement its resources and enable it to conduct the\n Work under the Alliance; provided that, such action will only be taken after\n conferring with the other Party.\n\n 1.5 In the event either Party is unable, or fails for any reason, to provide\n its equipment and\/or personnel for projects to which the Alliance has been\n committed, the other Party may align itself with any other party or entity to\n perform the contracted services without throwing this Agreement into default;\n provided that prior to taking any such action, the Parties shall meet in an\n attempt to resolve any problem which may be affecting the Party which is\n temporarily unable to perform In the event of frequent occurrences of such\n problems, which materially affects the performance of the Alliance, the Parties\n may agree to an early termination of this Agreement.\n\n 1.6 In the formation of this Alliance, the Parties have agreed that it is their\n mutual intent to furnish services to the WCS related marketplace which are\n price competitive and of the highest possible quality. It is, further, the\n intent of the Parties to develop improved equipment and techniques for\n providing superior quality services to the customers of the Alliance.\n Notwithstanding the fact that HES will normally be the Lead Contractor (as\n hereinafter defined), and IWC will normally be subcontracted to HES, each Party\n is responsible for the performance and quality of its own respective services\n as furnished to the WCS Alliance.\n\n 1.7 The exclusive nature of this Agreement shall not prohibit either Party from\n providing WCS related services, either alone or in concert with others, at the\n specific request of Operators as defined herein, without participation by the\n other Party. Further, nothing contained herein shall be construed to prohibit\n either Party from continuing to provide its equipment and services to the\n marketplace, either alone or in concert with others, so long as such activities\n do not involve Well Control related services.\n\n II: RELATIONS BETWEEN THE PARTIES\n\n 2.1 In conducting operations pursuant to the Alliance, it is anticipated that\n HES will, normally, act as the primary marketer and lead contractor ('Lead\n Contractor'), in concluding arrangements and performing operations for\n operating companies ('Operators') and other customers served by the Alliance\n ('Contracts'). As Lead Contractor, HES shall be responsible to the operator for\n the entire operation, including the services furnished by IWC, and IWC will act\n as a Subcontractor to HES; provided, however, that such matters will be\n evaluated on a case-by-case basis and, if determined to be in the best\n interests of the Parties, or if otherwise appropriate, IWC may act as the Lead\n Contractor in a given instance. In all circumstances where a blowout or fire\n has occurred, IWC shall be in charge of activities on site until the event has\n been controlled, or the Operators direct otherwise.\n\n \n 2.2 Notwithstanding the provisions of the immediately preceding clause, the\n Parties agree that, regardless of which Party is the Lead Contractor for a\n given project, in the provision of services pursuant to the Alliance, as\n contemplated by this Agreement, such services shall only be bid and furnished\n subject to the terms of this Agreement, unless the Parties mutually agree\n otherwise.\n\n 2.3 In the event the Operator under any Contract insists on the right to\n contract the services of IWC and HES separately, each Party may agree to a\n separate Contract with such Operator, but the Parties shall continue to work\n together under this Agreement as if only one Contract were in place, in order\n to maintain the maximum operational efficiency of the Alliance. In the event\n that an Operator desires to contract for the services of one Party, while\n excluding the other Party, for services related to Well Control application,\n both Parties shall meet in an attempt to resolve any problem which may be\n causing the Operator to exclude one of the Parties, failing which, the Party\n with whom the Operator has agreed to contract shall be free to contract to\n provide such services, or to reject the work.\n\n 2.4 Notwithstanding any provision hereof which may indicate otherwise, it is\n the specific intent of the Parties that this Agreement and the Alliance created\n hereby is to be construed only as a business alliance between two independent\n business entities and is not, nor shall it be deemed to be, a separate entity\n or a partnership or any similar arrangement, nor shall any master\/servant or\n employer\/employee relationship be created between the Parties. Each Party\n hereto is an independent contractor and each Party shall control the methods\n and means by which its own services are provided through the Alliance, pursuant\n to this Agreement.\n\n 2.5 Each Party hereto shall remain responsible for the payment of its own taxes\n and, by executing this Agreement, neither Party shall be deemed to accept any\n responsibility for the payment of any taxes accruing to the other Party,\n whether under this Agreement or otherwise, and each Party shall release,\n protect, defend, indemnify and hold the other Party harmless in that regard.\n\n 2.6 The employees of HES shall not be deemed to be the employees, servants or\n agents of IWC, nor shall the employees of IWC be deemed to be the employees,\n servants or agents of HES. The Parties may, from time-to-time, 'second' or\n contract employees to one another for specific projects of mutual benefit to\n the Alliance However, each Party shall be, and shall remain, fully responsible\n for its own employees and for any contract or seconded personnel furnished by\n it including, but not limited to, the payment of all salaries, wages, bonuses\n and all employment related taxes, benefits, insurance and medical costs and\n each Party agrees to release, protect, defend, indemnify and hold the other\n Party harmless in that regard.\n\n \n 2.7 Each Party hereby covenants and agrees with the other Party that it will\n make no attempt to recruit, nor offer employment to the employees of the other\n Party during the term of this Alliance, and for a period of one (1) year\n following the termination of this Agreement, except with the prior written\n approval of such other Party.\n\n III: PREPARATION OF BIDS\/CONTRACTING\n\n 3.1 In bidding jobs to be performed pursuant to this Agreement, it is\n anticipated that HES will normally be the Lead Contractor and, accordingly,\n will handle such bid submittals. However, it is recognized that the input of\n IWC in the evaluation of the bid and the preparation of the wel1 plan is\n critical. IWC shall be fully responsible for the costing and other preparations\n required for its portion of any bid to be submitted. HES agrees that, upon\n receipt by it of any bid materials, the same shall be forwarded to IWC\n immediately upon such receipt so that IWC shall have the maximum amount of time\n possible, under the circumstances, to prepare its portion of the bid.\n\n 3.2 As indicated throughout this Agreement, it is the intent of the Parties to\n have full and open communication regarding the information necessary to conduct\n business and operations pursuant to the Alliance in an effective manner. Such\n unfettered exchange of information is of the utmost importance in the\n preparation of bids, and is equally applicable to market analyses, customer\n surveys, strategic planning, technical support and development, and tool and\n personnel scheduling.\n\n 3.3 Both Parties agree that, in the preparation of their respective portions of\n any bid, each will put forth its best efforts to bid such job competitively\n with the then existing market, consistent with existing market rates and\n consistent with prudent business practices. The Party acting as Lead Contractor\n agrees that, in its preparation of the total bid package, it will not change or\n otherwise modify any part of the Subcontractor's portion of the bid without the\n Subcontractor's prior knowledge and specific approval.\n\n 3.4 HES recognizes that IWC, in the provision of its tools and services,\n requires that the operator fully reimburse it for any of its tools and\n equipment lost on location, and HES agrees that such consideration shall be an\n integral part of any bid submitted pursuant to the Alliance, unless IWC\n otherwise agrees. To the extent such loss-of-equipment coverage is not extended\n by the Operator under any Contract, and IWC has not agreed to same, HES agrees\n that it shall not be responsible to IWC for the full replacement cost of such\n tools and equipment damaged or lost on, or in transit to, the job or well\n location.\n\n 3.5 The Party designated as the Lead Contractor shall, unless otherwise agreed\n between the Parties, take the contract with the operator in its own name, with\n the other Party assuming the role of 'Subcontractor' to the Lead Contractor.\n It is\n\n \nagreed by the Parties that any Contracts entered into with any Operator shall\npreferably be on terms and conditions which are acceptable to both HES and IWC.\n\n3.6 Each bid tender will be handled on a case-by-case basis, but it is intended\nthat every bid related to well control services shall require the involvement\nof both Parties, and the Lead Contractor will seek the approval of the\nSubcontractor to all bid terms and conditions. If the Subcontractor objects to\na Contract provision and the Lead Contractor agrees, the objection will be\nproposed to the Operator. If the Lead Contractor disagrees with the position\ntaken by the Subcontractor, or if the Operator rejects the objection, the Lead\nContractor may elect, in its sole discretion, to assume the additional\nliability vis-a-vis the Subcontractor; provided that, in the event the Lead\nContractor elects to not accept such additional liability, then the Parties may\nagree to not submit a bid.\n\nIV: PERFORMANCE OF SERVICES\n\n4.1 The portion of Well Control services to be provided and performed by each\nParty shall be as follows:\n\n(a) HES will be responsible for providing and\/or operating:\n\n(i)   the required snubbing or hydraulic workover units, pumping, logging,\nwireline, directional drilling, BAWD, LWD, SDL, pressure control and ancillary\nequipment, including all surface control equipment, tubulars and job \nconsumables;\n\n(ii)  engineering services and support (other than as provided by IWC);\n\n(iii) overall project management and well supervision;\n\n(iv)  primary marketing and business development for the Alliance;\n\n(v)   the use of HES (or related Halliburton) support facilities in the areas\nwhere specific projects are to be performed by the Alliance;\n\n(vi)  logistical arrangements to\/from the well site or location, and from\/to\npoint of origin; and\n\n(vii) obtain\/provide all required governmental and regulatory permits and\ncertifications.\n\n     (b) IWC will be responsible for providing and\/or operating:\n\n(i) the expertise and all required tools necessary for capping or replacement of\ndamaged well head or pressure control equipment, oil or gas well firefighting\n\n \noperations including but not limited to removal of damaged drilling or\nproduction equipment and ancillary services;\n\n(ii) firefighting equipment, i.e., fire pumps, monitors and manifolding; pipe\ncutting or crimping equipment; blowout preventer or capping stacks or\nassemblies; and other services required as requested;\n\n(iii) engineering support, including contingency and safety case planning\nhydraulic well modeling and computations;\n\n(iv) technical support to operations, including well plans and project\ntechnical feasibility evaluations;\n\n(v) field supervision of well control or critical well operations as required;\n\n(vi) technica1 support to marketing, including technical presentations to\ncustomers and to industry; and\n\n(vii) provide capping \/ firefighting techniques, as developed and as available.\n\n4.2 For new markets and applications, developed pursuant to the Alliance; for\nwork brought to the Alliance by IWC; for work where the Operator specifically\nrequests IWC; and where IWC personnel or equipment is necessary during the\ncourse of any well control operation, IWC shall have the preferential right to\nfurnish a1l personnel and equipment necessary.\n\n4.3 Both Parties recognize the necessity of developing and providing the highest\nquality of well control services, with optimum operating efficiency and at the\nlowest possible cost and both HES and IWC agree to put forth their individual\nbest efforts and covenant to communicate and cooperate to jointly improve the\nservices provided by the Alliance and to be competitive in the well control\nmarket.\n\n4.4 It is recognized that well control techniques are in a mature stage of\nindustry development and that, from time-to-time, the Parties may wish to pursue\nthe development of specific well control related tools, techniques, technology,\neither solely, jointly or with others, for the benefit of the Alliance. In such\ninstances, the Parties will agree, in advance, to a specific Business\nPlan\/Budget ('Budgets') related to such development. The Budget will include,\nbut will not necessarily be limited to, approved expenditures; respective\ncontributions of funds and\/or services to the development; and the respective\nrights of the Parties following the completion of any such development. Any\ninvention, idea or discovery developed individually by either Party, pursuant to\nsaid collaboration, shall be the sole property of said Party. Where solely owned\nby one Party, the other Party shall be entitled to seek a license to said idea,\ninvention or discovery pursuant to Section 8.4 hereof.\n\n \n4.5 Each Party has represented to the other that, given sufficient notice and,\nto the extent adequate equipment and personnel are available to it, each is\ncapable of providing its equipment, tools and services in any locale, foreign\nor domestic and for operations both on land and offshore and that, accordingly,\nit is anticipated that this Alliance shall have the potential of furnishing\nservices in all areas, subject to any laws which may restrict a Party from\nproviding its services. However, in the event one Party does not care to, or is\nunable to, meet the tool and\/or personnel requirements for specific work, then\nthe provisions of Section 1.4, related to permissible alignment with a third\nparty, will be applicable.\n\n4.6 Notwithstanding the above representations, it is recognized that, from\ntime-to-time, operations may be contemplated by the Alliance in an area where\none or the other of the Parties - or neither of the Parties - may be registered\nto do business. In such event, to the extent possible, the prime Contract shall\nbe taken in the name of the Party registered to do business in such\njurisdiction. In the event neither Party is so registered, and registration is\nrequired, the Parties agree to discuss the situation and to take the steps\ndictated by the circumstances. To the extent possible, the costs of such\nregistration (and subsequent de-registration costs) shall be factored into the\nbid price.\n\n4.7 In conducting operations in foreign jurisdictions, it is recognized that,\nfrom time-to-time, the Alliance may operate in a country where each Party has an\nagency or similar representative arrangement and that such agreement(s) may\nrequire that a fee be paid to such local representative. In such event, the\noperation shall be conducted through the agent of the Lead Contractor (unless\notherwise mutually agreed) and the Subcontracting Party shall be responsible for\narrangements with his own agent. It is agreed that any fees Payable by such\nSubcontracting Party shall be included in his rates under the Contract.\n\n4.8 Notwithstanding the provisions of Section 2.5, any taxes payable due to\noperations of the Alliance, by either Party, in any jurisdiction wherein the\nregistration considerations addressed in Section 4.6 may apply, shall be pro-\nrated between the Parties in the same proportion as their revenues generated\nfrom that project.\n\n4.9 In conducting operations in areas where import\/export duties, customs duties\nand related fees are payable on tools and\/or equipment required for the work,\nsuch fees, duties and related costs and expenses (whether related to original\ntools\/equipment or replacements therefor) shall be negotiated as a part of the\nContract on behalf of both Parties.\n\nV: CONFLICTS OF INTEREST\n\n5.1 HES has been considering entering into the blowout control \/ oil well\nfirefighting business as to compete with other companies offering similar\nproducts\n\n \nor services similar to those offered by HES. Entering such business, however,\nwould require substantial research, resources, personnel and time to develop. In\nview of the current market opportunities for well control services and the\ncapabilities immediately available from IWC in this area, HES has decided to\nenter into this Alliance with IWC. Since such a project would not be in keeping\nwith the spirit and intent of this Agreement, HES covenants that it will not\npursue such specific development project, either alone or through third\nparties, for the duration of this Agreement. HES further agrees that, during\nthe term of this Agreement, no Halliburton related entity will conduct research\nor development of techniques relating to those presently offered by IWC,\nwithout the prior knowledge and agreement of IWC. However, any technology\nand\/or tools developed by the HES well Control Services Group, which have a use\nin well control applications, will be made available to IWC, under reasonable\nlicensing arrangements, for its use pursuant to the Alliance. Likewise, any\ntechnology and\/or tools developed by IWC, which have a use in well control\napplications, will be made available to HES, under reasonable licensing\narrangements, for its use pursuant to the Alliance.\n\n5.2 HES and IWC may, by mutual agreement, elect to collaborate and cooperate in\nthe Joint development of specific well control related tools and techniques,\nconceived by either Party, either solely or jointly with others, for the\nbenefit of the Alliance. Any invention, idea or discovery developed by the\nParties, pursuant to said collaboration, shall be joint property of the\nParties. Any invention, idea or discovery developed individually by either\nParty, pursuant to said collaboration, shall be the sole property of said\nParty. Where solely owned by one Party, the other Party may seek a license to\nsaid idea, invention, or discovery pursuant to Section 8.4 hereof.\n\n5.3 In their relations with third parties, including operators and other\ncustomers pursuant to the Alliance, the Parties recognize that there will always\nbe the possibility of having conflicts develop between their respective\ninterests. Each Party covenants with the other to not knowingly commit any act\nwhich might jeopardize the rights of the other Party hereto. Each Party agrees\nto avoid any impropriety in dealing with third parties which might reflect\nadversely on the other Party or on the Alliance.\n\n5.4 The Parties agree that neither of them will give, grant or furnish to any\nparty, whether a customer or not, any gift, gratuity, bribe or other inducement\nor illegal payment which might adversely affect the operations of the Parties\njointly under the Alliance, or which would otherwise be contrary to law.\n\n5.5 For any WCS operations planned or performed by the Parties pursuant to this\nAgreement and the Alliance, the Parties agree that equal credit and visibility\nwill always be accorded to both Parties regarding advertising, customer contacts\nand information, presentations to technical organizations, news releases and\nrelated publicity. Each Party agrees that it will not make, publish, exhibit,\n\n \nauthorize or release any advertising, presentations to technical organizations\nor publications, news releases and related publicity referring to the other\nParty, without the other Party's prior consent. Provided, however either Party\nshall have the right, during the term of this Alliance, to use the tag line\nreference to the Alliance set forth on exhibit '__', in connection with any\nadvertising, presentation, news release and related publicity.\n\nVX: LIABILITY \/ INDEMNITIES\n\n6.1 In conducting operations pursuant to the Alliance, the Parties shall\nendeavor, to the extent possible through negotiations, to execute Contracts\nwith third parties which provide for the allocation and assumption of risk,\nindemnity obligations and other matters which are consistent with those set\nforth in this Agreement.\n\n6.2 It is recognized that, in dealings with Operators, the ability to negotiate\nfavorable terms is not always available. The Lead contractor shall be primarily\nresponsible for the negotiation of contracts with Operators on terms which are\nacceptable to him but, as stated hereinabove, it is an integral part of this\nAgreement that neither Party hereto may commit the other Party to any contract\nterms or conditions, without the express written agreement of such other Party\nthereto.\n\n6.3 As between the Parties, the provisions of this Agreement shall govern all\nrelations between them, but such provisions shall not confer any rights unto\nany person or entity who is not a Party hereto.\n\n6.4 Each Party agrees to release, protect, defend, indemnify and hold the other\nParty harmless from and against a1l claims, demands, causes of action and costs\n(including attorney's fees and associated legal expenses) arising out of or\npertaining to operations pursuant to this Agreement in favor of its own\nemployees, officers, directors, servants, agents or invitees for bodily injury,\nillness or death, or damage to or loss of their property, without regard to the\ncause or causes thereof or to the fault, negligence or strict liability of any\nparty (including, without limitation, the fault, negligence or strict\nliability, to any degree of the indemnified Party), or to the unseaworthiness\nof any vessels or craft or to pre-existing conditions.\n\n6.5 Except as may be specifically provided otherwise herein to the contrary,\neach Party agrees to release, protect, defend, indemnify and hold the other\nParty harmless from and against any and all claims, demands, causes of action\nand costs (including reasonable attorney's fees and associated legal expenses)\narising out of or pertaining to operations pursuant to this Agreement in favor\nof such Party, for loss of, damage to or loss of use of said Party's own\nequipment and materials, without regard to the cause or causes thereof, or to\nthe fault, negligence or strict liability of any party (including, without\nlimitation, the fault, negligence or strict liability, to\n\n \nany degree, of the indemnified Party), or to the unseaworthiness of any vessels\nor craft or to pre-existing conditions\n\n6.6 It is agreed that, to the extent possible in each case, all provisions of\nindemnity and holding harmless provided by third parties, pursuant to Contracts\nwith such third parties, shall be 'passed through' to the Party who is in the\nrole of Subcontractor under such Contract. It is the specific intent that all\nindemnity protection obtained from Operators or other third parties shall\ninsure to the benefit of both Parties to this Agreement.\n\n6.7 Neither Party shall be responsible or liable to the other Party for any\ndirect, indirect, punitive or consequential damage, including, without\nlimitation, those related to loss of profits, loss of production, loss of\nbusiness or business opportunity or similar losses, and each Party agrees to\nrelease, indemnify and hold the other harmless in that regard.\n\n6.8 To the extent that any Contract with an operator requires the Lead\nContractor to indemnify the operator against claims arising out of or\npertaining to operations pursuant to this Agreement in favor of the\nSubcontractor's employees, officers, directors, servants, agents or invitees\nfor bodily injury, illness or death, or damage to or loss of their property, or\nin favor of the Subcontractor for loss of, damage to or loss of use of the\nSubcontractor's equipment and materials; Subcontractor agrees, to the extent\nconsistent with this Agreement, to give the same indemnity in favor of said\nindemnified parties.\n\n6.9 Except as may be agreed upon in writing by the Parties, in connection with\nany particular Contract, each Party agrees to release, protect, defend,\nindemnify and hold the other Party harmless from and against any and all claims,\ndemands, causes of actions and costs (including attorney's fees and associated\nlegal expenses) arising out of or pertaining to operations pursuant to this\nAgreement in favor of any third party for bodily injury, illness or death, or\ndamage to or loss of their property, to the extent caused by the fault,\nnegligence or willful misconduct of the indemnifying Party.\n\nVII: INSURANCE\n\n7.1 Each Party shall be responsible for carrying and maintaining its own\ninsurance to cover its operations pursuant to the Alliance and the liabilities\nand obligations it has assumed under any contracts and this Agreement. Each\nParty shall furnish the other with details of its insurance coverage and each\nshall furnish the other with the necessary and appropriate Certificates of\nInsurance prior to the commencement of operations under this Agreement and under\nany Contract and shall timely furnish renewal Certificates, when required.\n\n \n 7.2 Specifically, the Insurance Certificates furnished by each Party to the\n other shall include the following:\n\n (a) the types, amounts and effective dates of such coverage;\n\n (b) a commitment that such coverages shall not be materially changed, modified\n or canceled without giving the Certificate holder at least thirty (30) days\n prior written notice; and\n\n (c) endorsements to the effect that, to the extent of the liabilities\n specifically assumed by the Named insured under this Agreement and under any\n Contract with an Operator, the certificate holder (as well as any Operator, if\n called for under the Contract) shall be named as an additional insured on all\n of such policies (except Workers Compensation) and, to that same extent, the\n Named Insured shall cause the underwriters of such policies to waive all rights\n of subrogation.\n\n Attached hereto as Exhibit 'A', is a listing of the minimum required insurance\n coverages to be furnished by each Party. The stated limits are minimum limits\n only and are not intended to limit the liability of either Party or to limit\n the scope or amount of the indemnities given by each Party to the other in\n Article VI hereof.\n\n 7.3 It is anticipated that the insurance requirements of individual Operators\n may vary from Contract to Contract and that each Party may have to furnish\n Certificates of Insurance for each Contract. It is recognized that arbitrary or\n unusual insurance requirements may be encountered from time-to-time and that\n each Party will, of necessity, require input into the negotiation of the final\n insurance provisions. Accordingly, it is agreed that neither Party, when acting\n in the role of Lead Contractor, shall commit to furnish specific insurance\n coverage under any third party Contract without first obtaining the concurrence\n of the other Party; provided, however, that such Lead Contracting Party may, in\n its discretion, elect to agree to any insurance requirements contained in any\n contract, which are different from or in excess of the insurance agreed to be\n furnished by the other Party, by assuming for itself and on behalf of the other\n Party, any difference or excess.\n\n 7.4 Each Party shall be fully responsible for the payment of any premiums\n related to its own insurances and for the payment of all deductibles pertaining\n thereto, and each shall indemnify the other in that regard.\n\n VIII: CONFIDENTIALITY\n\n 8.1 It is recognized that in conducting operations on behalf of the Alliance\n pursuant to this Agreement, each of the Parties will, from time-to-time, come\n into the possession of knowledge which is proprietary to the other, and which\n such other Party seeks to protect as 'Confidential Information.' Each Party,\n recognizes that\n\n \nsuch Confidential Information may be highly sensitive and the wrongful\ndisclosure thereof could cause irreparable harm to the owner thereof. Both\nParties recognize that the field of well control services is highly competitive\nand that the wrongful disclosure of Confidential Information belonging to the\nother Party could damage both such other Party and the Alliance created hereby.\nTherefore, the Parties specifically covenant and agree that each will treat the\nConfidential Information belonging to the other with the same degree of care it\nuses to protect Confidential Information of a similar nature.\n\n8.2 The Parties further recognize that each of them is, or may be, a party to\nconfidentiality agreements with other parties and that the maintaining of\nabsolute confidentiality in such circumstances may be difficult. However, each\nParty agrees and covenants that it will not knowingly cause or induce the other\nParty to commit a material breach of such third party confidentiality\nagreements.\n\n8.3 Each Party agrees to protect, defend, indemnify and hold the other Party\nharmless from and against any claims by third parties for the infringement, or\nalleged infringement of any patents used by said Party under this Agreement;\nprovided, however, that patent rights, trade secrets, or other know-how related\nto well control services which are held, or claimed to be held, by either Party\nshall not be asserted against the other Party, provided said other Party has\nobtained a license to practice said patent rights, trade secrets, or other\nknow-how.\n\n8.4 In the event that, as a result of operations conducted by the Parties\npursuant to this Alliance, the Parties agree to jointly develop any patentable\ntools, equipment, processes or methods, the Parties agree that the intellectual\nproperty rights to any such inventions or tools, etc., shall be as follows: Any\ninvention, idea, or discovery jointly developed by the Parties, pursuant to said\ncollaboration, shall be the joint property of the Parties. Any invention, idea\nor discovery developed individually by either Party, pursuant to said\ncollaboration, shall be the sole property of said Party. To the extent of either\nParty's interest in such inventions, the other Party shall be granted a fully\npaid-up, non-terminable, royalty-free license which rights shall extend beyond\nthe termination of this Agreement.\n\n8.5 Notwithstanding any provision of this Agreement which may appear to the\ncontrary, neither Party shall be prohibited from continuing to work\nindependently on specific tool and equipment technology development which is\nspecific to the business and services supplied by such Party.\n\n8.6 In conducting operations pursuant to this Agreement, the Parties recognize\nthat they may, from time-to-time, individually or collectively, use tools,\nequipment, methods or processes which are subject to intellectual property\nclaims by third parties, which claims are considered by the Parties to be\nunfounded or unenforceable. The Parties recognize that the use of such\nintellectual property could serve to subject the Parties acting under the\nAlliance to joint and several\n\n \nliability for claims for infringement. In the event such claims are lodged, the\nParties agree to mutually cooperate in the investigation and\/or defense of such\nclaims to the mutual benefit of the Alliance.\n\nIX:  COSTS\/BILLINGS\/PAYMENT\n\n9.1 Each Party is responsible for its own expenses in relation to this Alliance\nand each is responsible for the development of its own rates and specific terms\nrelative to bids and customer quotations.\n\n9.2 By prior agreement, the Parties may collaborate to consolidate costs and\nprices in the manner most efficient to allow for cost reductions, or may\nestablish a cost and profit sharing formula in order to increase\ncompetitiveness.\n\n9.3 It is recognized that, as well control applications are changing and\ncontinuing to evolve, each well control project will have specific\ncircumstances which will require that rates and terms for each project be set\non a case-by-case basis.\n\n9.4 It is recognized that the Lead Contracting Party will, normally, submit the\ntotal Alliance related billings to the operator in its own name and on the\nbasis of the Lead Contractor's contracted rates and related terms. Regardless\nof the method and amount of billings by the Lead Contractor and the payment\nperformance of the Operator, the Subcontractor will be paid in full for its\nservices as invoiced within fifty (50) days of the date of his invoice, or\nwithin fifteen (15) days of the Lead Contractor's receipt of payment from the\nOperator, whichever is sooner. Prior to the actual invoicing by the\nSubcontractor, the authorized representatives of the Parties will have met to\nreview and approve the basis for the Subcontractor's invoice.\n\n9.5 In the event all, or any portion of any billing to the Operator shal1 be\ndisputed by the Operator, the Lead Contractor shall be primarily responsible for\nresolving such dispute. At the request of the Lead Contractor, the Subcontractor\nshall render all possible, reasonable assistance in helping to resolve any\ndispute which may relate to services furnished by the Subcontractor. If the\nOperator's dispute does not relate to the Subcontractor's services, the Lead\nContractor shall pay the Subcontractor its charges in accordance with the terms\nof this Agreement. If the Operator's dispute does relate to the Subcontractor's\nperformance, then the Lead Contractor will pay the Subcontractor for the\nundisputed portion in accordance with the terms of this Agreement and both the\nLead Contractor and the Subcontractor will work together to resolve the disputed\nportion with the Operator. Neither Party shall have the authority to settle, or\ncompromise, any disputed portion of any invoice which relates to the services\nprovided by the other Party, without such other Party's concurrence.\n\n \n9.6 Except as specifically provided herein, neither Party shall be responsible,\none to the other, for the payment of invoices for services rendered under the\nAlliance, or for payment of third party charges incurred by the other Party.\n\nX: TERM\/TERMINATION\n\n10.1 This Agreement, once executed by the Parties, shall be effective as of the\ndate first shown above and shall remain in full force and effect for an\nindefinite period until terminated in accordance with the terms hereof;\nprovided, however that this Agreement may be terminated prior to the fifth\n(5th) anniversary hereof only for cause, or by mutual agreement between the\nParties.\n\n10.2 Any notice of the desire of either Party to terminate this Agreement,\nshall be in writing and shall be effective six (6) months from the date\nthereof, unless the Parties jointly agree to some other time period. It is\nspecifically agreed that it is the intent of the Parties to exhaust all\nreasonable means of reconciliation of any difference, prior to resorting to\ntermination.\n\n10.3 Cause for termination shall be limited (i) to a fundamental breach by one\nof the Parties hereto of the provisions of this Agreement; (ii) to a change in\nbusiness circumstances of either of the Parties; (iii) to a failure of the\nAlliance to generate economically viable business; or (iv) to the failure of\neither Party to engage in good faith dealing hereunder.\n\n10.4 Termination of this Agreement, for any reason whatsoever, shall not affect\nany term hereof which should reasonably survive such termination nor shall such\ntermination serve to adversely affect any rights, duties or obligations which\nmay have accrued to either Party prior to such termination.\n\n10.5 In the event any services are being performed or are to be performed under\nany Contract with an operator executed prior to the termination date of this\nAgreement, this Agreement shall continue in full force and effect until the\ncompletion of the services.\n\nXI: WAIVERS\/AMENDMENTS\n\n11.1 No provision of this Agreement shall be, nor shall same be deemed to be,\nwaived by either Party hereto unless the waiver is done in writing and signed by\nthe Party to be charged.\n\n11.2 No waiver of any provision in a given instance shall be deemed to be a\ncontinuing waiver, unless done in writing.\n\n11.3 This Agreement may be amended only by a written amendment, executed by the\nauthorized representatives of both Parties hereto.\n\n \n11.4 Any written amendment, when executed, shall be attached to this Agreement\nand shall become a part hereof for all purposes.\n\nXII: GOVERNING LAW\/ARBITRATION\n\n12.1 THE RELATIONS BETWEEN THE PARTIES HERETO (AND THE PERFORMANCE OF\nOBLIGATIONS PURSUANT HERETO, WHEREVER SAME MAY BE PERFORMED) SHALL BE GOVERNED\nBY THE GENERAL MARITIME LAW OF THE UNITED STATES, AND IF SUCH LAW SHOULD BE\nINAPPLICABLE TO ANY SITUATION, BY THE LAWS OF THE STATE OF TEXAS, NOT\nINCLUDING, HOWEVER, ANY OF THE CONFLICTS OF LAW RULES OF EITHER SYSTEM WHICH\nMIGHT REFER ANY DISPUTE TO THE LAWS OF ANY OTHER JURISDICTION.\n\n12.2 It is agreed that the proper venue for the resolution of any dispute\narising hereunder, which is not settled in another manner, shall be the United\nStates District Court of the Southern District of Texas, sitting in Houston,\nHarris County, Texas.\n\n12.3 The Parties agree that they shall attempt to resolve any disputes between\nthem on an amicable basis, prior to the filing of litigious pleadings of any\nkind. All disputes, of any nature whatsoever, shall be handled by informal\nnegotiation, in the first instance. In the event any such dispute is not\nresolved within sixty (60) days of the first notice of the dispute, the Parties\nagree to retain the services of a professional mediator to attempt to resolve\nthe dispute, but the total time allotted to such mediation shall not consume\nmore than thirty (30) days.\n\n12.4 In the event mediation is not successful, either Party (or both Parties)\nmay call for Arbitration to settle the dispute, by serving written notice to the\nother Party. Said Arbitration shall be binding and finally determinative of the\ndispute, unless both Parties agree for it to be non-binding.\n\n12.5 Any Arbitration conducted pursuant to this Agreement shall be conducted in\naccordance with the Rules of the International Chamber of Commerce and, unless\nthe Parties mutually agree to some other venue, shall be held in Houston, Texas.\nThe cost of the Arbitration proceedings shall be allocated between the Parties\nin whatever proportion the arbitrator deems just under the circumstances and\nshall be enforceable in the jurisdiction provided in section 12.2 hereof.\n\n12.6 The Parties further agree that Arbitration proceedings must be instituted\nwithin one (1) year after the dispute or claimed controversy came to light, and\nthat the failure to institute such proceedings within such period shall\nconstitute an absolute bar to the institution of such proceedings and a waiver\nof all claims regarding such dispute or controversy.\n\n \nXIII:  NOTICES\n\n13.1 All notices required to be given under this Agreement shall be well and\ntruly given if sent by registered mail (return receipt requested); facsimile;\ncourier; or hand delivery, to the respective addresses shown below:\n\nFor HES:\nHalliburton Energy Services\n5151 San Felipe \nHouston, Texas 77056\nTEL: (713) 840-2700\nFAX: (713) 840-2798\nATTENTION: President\n\nFor IWC:\nIWC Services, Inc.\n2800 Post Oak Blvd.\nTransco Tower Suite 6300\nHouston, Texas 77056\nTEL: (713) 621-7911\nFAX: (713) 621-07988\nATTENTION: Brian Krause\n\n13.2 Either Party may, from time-to-time, by advice to the other Party at the\naddress given above, change its address for notice.\n\n13.3 Any notice given pursuant hereto shall be considered given at the time of\nverifiable receipt.\n\nXIV: GENERAL\n\n14.1 This Agreement is applicable to all business units, districts, divisions,\npartnerships and\/or other alliances in which either Party has a business\ninterest (the 'Affiliates').\n\n14.2. In relation to the rights and obligations of each Party hereunder, it is\nspecifically the intent of the Parties that all indemnities given hereunder\nshall include the indemnitee's parent, subsidiary and affiliated companies or\nentities, and the directors, officers, employees, servants and agents of any of\nthem.\n\n14.3. Except to the extent inconsistent with, or in conflict with, any U.S.\nlaws, both Parties agree that they will comply with and abide by all laws, rules\nand regulations, whether governmental, legal or contractual and that, in\nconducting\n\n \noperations pursuant to the Alliance, each Party shall be, and shall remain,\nfully responsible for its own compliance with such laws, rules and regulations.\nEach Party agrees to release, protect, defends indemnify and hold the other\nParty harmless from all claims, demands and causes of action arising from the\nfailure of the indemnifying party to so comply, whether or not said\nindemnifying Party is named a party defendant to any action.\n\n14.4. The Parties acknowledge that in entering into this Agreement and the\nAlliance created hereby, they are entering into a relationship which is\ndifficult to define in all details prior to the commencement of activities\nhereunder. It is likely that situations will arise which have not been\nanticipated by the Parties and which may not be fully or adequately covered by\nthis Agreement. In any such event, the Parties agree, in the spirit of mutual\ntrust and cooperation which is stated throughout this Agreement, to each put\nforth his best efforts to address and resolve any such matters in keeping with\nthe basic intent of the Alliance.\n\n14.5 The Parties recognize that activities outside the United States may be\nperformed by subsidiaries and affiliated companies of the Parties, and each\nParty will cause its subsidiaries and affiliated companies to perform the\nactivities consistent with the terms and conditions of this Agreement.\n\n14.6 The Parties recognize that, once operations pursuant to the Alliance are\nestablished, the withdrawal or sale of the business or assets of either Party\nrelated to the Alliance could have adverse effects on the other Party hereto.\nAccordingly, in an effort to minimize the consequences of such a sale or\ntransfer of the assets or business of one Party on the other Party, the Parties\nhave agreed to keep each other fully advised of any plans to sell or offers to\npurchase which may affect operations pursuant to the Alliance.\n\nIN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by\ntheir duly authorized representatives, in duplicate original counterparts, to be\neffective as of the date first shown above\n\nHalliburton Energy Services,               IWC Services, Inc.\nA Division of Halliburton Company\n\nBy: \/s\/ W. J. Zeringue                     By:  \/s\/ Brian Krause\n   --------------------------------           --------------------------------\nName:  W. J. Zeringue                      Name:  Brian Krause\nTitle: Executive Vice President            Title: President\nDate:                                      Date:\n\n \nEXHIBIT 'A'\nTO THAT CERTAIN\nALLIANCE AGREEMENT\nBY AND BETWEEN\nHALLIBURTON ENERGY SERVICES ('HES')\nAND\nIWC SERVICES, INC ('IWC')\nDATED\n\nTo support, but not in limitation of, the indemnities and other obligations\nassumed by the respective parties under the Alliance Agreement, HES and IWC\nshall each furnish the following policies of insurance:\n\n1. General Requirements:\n\n(A) Worker's Compensation\/Employer's Liability (including Longshoreman's and\nHarbor Worker's Coverage) for the employees of the named insured Party engaged\nin the performance of services under the Alliance, as required by the laws of\nthe place of hire and of the applicable jurisdiction where the work is to be\nperformed.\n\nThe Employer's Liability Section to have a minimum limit of U.S. $1,000,000.00.\n\n(B) Comprehensive Genera1 Liability (including contractual Liability coverage\nfor the indemnities and obligations assumed by the named insured Party under\nthe Alliance Agreement) and to include coverage for suits by the employee of a\nParty against the other Party or his employees and covering for general third\nparty liability.\n\nThe CGL policy to have a minimum U.S. $1,000,000.00 combined single limit per\noccurrence.\n\n(C) Automobile Public Liability, covering all owned, non-owned or hired vehicles\nused in the performance of services under the Alliance:\n\nThe policy to provide coverage in the minimum amount of U.S. $1,000,000.00\ncombined single limit for domestic U.S. operations and sufficient to meet the\nstatutory requirements of any foreign jurisdiction wherein operations are\nconducted.\n\n(D) Excess Liability in the minimum amount of U.S. $10,000,000.00 excess of\nthe coverages provided in (A), (B) and (C) above.\n\n \n(E) Each Party shall require its contractors and\/or subcontractors (excepting\nthe Parties herein) to maintain insurance coverage which is appropriate to the\nnature of the work to be performed by such parties.\n\n(P) As provided in Section 1.2, each Party shall provide the other with\ncertificate(s) of Insurance which contain the proper endorsements. It is\nspecifically agreed that the requirement for each Party to name the other Party\nas an additional insured and to waive subrogation is not intended to confer any\nrights to coverage for obligations and liabilities assumed by the additional\ninsured Party.\n\nII. Special Considerations:\n\n(A) It is recognized that, in concluding contracts with operators, such\ncontracts may contain unusual or special additional insurance requirements\nand\/or liability or indemnity provisions which will require additional\ncoverage(s). The Parties recognize and agree that the above stated limits are\nminimum limits only, which may be adjusted to meet specific contract\nrequirements.\n\n(B) Notwithstanding the fact that the above insurances are primarily intended to\nsupport the liabilities and obligation assumed by the Parties between\nthemselves, it is recognized that, in specific contracts with Operators, the\nParties may receive indemnity protection from the operator. To the extent\nreasonable and possible in a given situation, the Parties shall endeavor to look\nto such indemnity protection from the Operator in the first instance, without,\nhowever, derogating from the mutual protection afforded by one Party to the\nother.\n\n \nEXHIBIT 'B'\nTO THAT CERTAIN\nALLIANCE AGREEMENT\nBY AND BETWEEN\nHALLLIBURTON ENERGY SERVICES ('HES')\nAND\nINTERNATIONAL WELL CONTROL, INC. ('IWC')\nDATED______________\n\nA: ITEMS CLAIMED AS PROPRIETARY OR CONFIDENTIAL INFORMATION BY IWC:\n\nB: ITEMS CLAIMED AS PROPRIETARY OR CONFIDENTIAL INFORMATION BY HES:\n\n \n                   SPECIAL MEETING OF THE BOARD OF DIRECTORS\n                                      OF\n                              IWC SERVICES, INC.\n\n     On October 12, 1995, at 10:00 a.m., at the offices of the company at 2800\nPost Oak Boulevard, Suite 6300, Houston, Texas, a special meeting of the Board\nof Directors of IWC Services, Inc. was held pursuant to notice as provided in\nthe By-Laws of the company. After discussion, on motion duly made and seconded,\nit was:\n\n      RESOLVED, that IWC Services, Inc. establish a subsidiary corporation to be\n      domiciled in Grand Cayman to be known as International Well Control, Ltd.\n      and\n\n      FURTHER RESOLVED, that the initial board of directors of International\n      Well Control Ltd. shall consist of Mr. Brian Krause, and Mr. Z. Hakim and\n      that Mr. Krause shall serve as Chairman of the Board of Directors, Mr.\n      Hakim shall serve as President and\n\n      FURTHER RESOLVED, that IWC de Venezuela, C. A. be organized as a\n      subsidiary of International Well Control Ltd., with Mr. Brian Krause, Mr.\n      Danny Clayton and Mr. Z. Hakim as the initial Board of Directors and with\n      Mr. Hakim to serve as Chairman and Mr. Clayton to serve as President; and\n\n      FURTHER RESOLVED, that Mr. Z. Hakim is authorized and directed to take\n      such actions, and execute such documents, on behalf of IWC Services, Inc.\n      as may be necessary to incorporate IWC de Venezuela, C. A. and to\n      accomplish the intent of these resolutions.\n\n     There being no further business to come before the meeting, the meeting was\n     adjourned.\n\n\n                                             \/s\/ L. H. Ramming\n                                       -------------------------------\n                                       L. H. Ramming, Chairman\n\nAttest:\n\n\n\/s\/ ???????????????\n-----------------------------\nSecretary\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6924,7712],"corporate_contracts_industries":[9413],"corporate_contracts_types":[9613,9617],"class_list":["post-42067","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-boots---coots-international-well-control-inc","corporate_contracts_companies-halliburton-co","corporate_contracts_industries-energy__services","corporate_contracts_types-operations","corporate_contracts_types-operations__jv"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42067","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42067"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42067"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42067"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42067"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}