CALIFORNIA WELL SAMPLE REPOSITORY DATE, 2008
CHECK SHOT LICENSE MASTER AGREEMENT
This Agreement is entered into by [Company Name, Company Address] (hereafter "Licensee"), and the CALIFORNIA WELL SAMPLE REPOSITORY, (hereafter "Licensor"), effective [Date , 2008] From time to time Licensor may agree to grant Licensee the right to use specified Check Shot Well Data (hereafter "Data") owned by Licensor. Licensor and Licensee agree that any such grant to Licensee by Licensor shall be subject to the following terms and conditions:
1.When Licensor and Licensee agree on specific Data to be licensed under this Agreement they shall execute a Supplement in the form attached hereto as Exhibit A designating the Data, the delivery date and form, the fee to be paid by Licensee and any other terms specific to that Data. Licensor will invoice Licensee for the Data described in each Supplement. Payment of the license fee is to be made to Licensor in U.S. Dollars at the address set out in the invoice, at the time of transfer of the data to the licensee.
2.Licensor represents that it owns (or has the right to license the use of) any Data which may be licensed under this Agreement. By execution of a Supplement Licensor grants to Licensee the non-exclusive license to use the Data described in that Supplement and Licensee agrees to receive such Data and use it in accordance with the terms and conditions contained in this Agreement. Licensor shall continue to have the right to use the Data and make it available to other third parties. The parties recognize and agree that in the event another party makes a claim regarding the right to license Data hereunder, Licensee agrees to immediately terminate use of the subject Data pending resolution of the issue and, if requested by Licensor, to restrict use of the subject Data or return it to Licensor.
3.All Data delivered to Licensee pursuant to this Agreement will be, to the best of Licensor's knowledge, information and belief, acquired and processed in accordance with accepted practices of the geophysical profession. However, Licensee recognizes that the Data is furnished on an "AS IS, WHERE IS" basis and it is expressly agreed that the Data is PROVIDED WITHOUT GUARANTEES OR WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, QUALITY OR RELIABILITY AND IS TO BE USED AT LICENSEE'S SOLE RISK. Licensor shall not be responsible for any actions taken by Licensee based upon the Data and it is agreed that Licensor shall not be liable or responsible for any loss, cost, damage or expense whatsoever, including incidental or consequential damages, incurred or sustained by Licensee based on the possession or use of the Data.
4.The Data are made available for the sole use of Licensee and are not to be shown, sold, traded, disposed of or otherwise made available to other parties except under the following conditions:
a)The Data may be shown to but not released to, or copied in any form by a consultant for interpretation on behalf of Licensee; Any information from the Data that may have been derived from the data will be returned to the Licensee and all copies of any derivative form of the data in the possession of the consultant will be destroyed at the conclusion of the contractor relationship.
b)The Data may be shown to, but not released to or copied by a third party in a bona fide attempt to secure partners for a specific drilling venture. A third party may have full access to the data only by purchasing another license to the data.
c)Except as otherwise provided herein the Data shall remain in the physical possession of Licensee and may not be surrendered to any third party or a consultant without the prior consent of Licensor in writing;
e) Licensee may disclose the Data to (i) another company owning 50% or more of the voting stock of Licensee (a "parent"); or (ii) to a company of which Licensee owns 50% or more of the voting stock (a "subsidiary"); or (iii) to a company owned 50% or more by a parent of Licensee (an "affiliate"); or (iv) to a surviving company of Licensee, or a parent, subsidiary or affiliate of Licensee, in the event of a complete merger of any of the above with another company. Such disclosure may be made by providing copies of the Data to such other company.
f) Data may be disclosed to and used on behalf of any Joint Venture Group members holding a license to use the Data. Each new member of a Joint Venture Group that desires to use the Data must first obtain a license from Licensor for the viewed Data.
g) This agreement and the use rights hereunder shall automatically terminate in the event the ownership or control of Licensee materially changes by virtue of merger, acquisition, consolidation, buyout, or the like unless Licensor has given its prior written consent to assign or transfer this agreement and the Data licensed hereunder to the successor in ownership or control. Licensor’s consent to assign or transfer may be conditioned upon payment of a transfer fee.
h) Upon termination of the agreement under this paragraph, all the Data licensed hereunder shall be promptly returned to Licensor.
5.Any party who is otherwise eligible to see or receive the Data or any part thereof or any information relating thereto pursuant to paragraph 4, above, may not see or receive the Data until such party has acknowledged in writing to Licensee in advance of their knowledge of the restricted use of the Data and the information derived therefrom and that such party agrees to be bound by the terms and conditions of this Agreement.
6. Reproduction and copying charges for 1 copy of the Data are included in the licensing fee to the Licensee. Such reproduction shall be carried out in a reasonable amount of time. The Data are PROVIDED WITHOUT GUARANTEES OR WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, QUALITY OR RELIABILITY AND ARE TO BE USED AT LICENSEE'S SOLE RISK.
7.Except as otherwise set out herein Licensee may not assign this Agreement or any Supplement in whole or in part to any third party without the prior written consent of Licensor. No provision of this Agreement or any Supplement shall be construed to constitute Licensor or Licensee as the agent, servant, partner or employee of the other party, and the relationship of Licensee and Licensor shall be that of independent contractor.
8.Except as otherwise expressly provided herein, neither Licensee nor any director, employee or agent of Licensee, its contractors, subcontractors or vendors, shall give to or receive from any director, employee or agent of Licensor or any affiliate of Licensor any gift or entertainment of significant cost or value or any commission, fee or rebate in connection with this Agreement or any Supplement. In addition, neither Licensee nor any director, employee or agent of License, its contractors, subcontractors or vendors shall enter into any business arrangement with any director, employee or agent of Licensor or any affiliate of Licensor who is not acting as a representative of Licensor or its affiliate without prior written notification thereof to Licensor.
9.There are no understandings or agreements relative to this Agreement that are not fully expressed herein and no modification, amendment or addition to this Agreement may be effective unless such is in writing and signed by authorized representatives of Licensor and Licensee.
10.Licensee is responsible for and shall pay any sales and use taxes applicable to the license to use the Data and shall reimburse Licensor for any sums required to be paid to any taxing authority as a result of this Agreement or any Supplement.
11.Either party may cancel this Agreement at any time by giving the other party 10 days written notice. It is specifically agreed that any such cancellation shall not affect any Supplement issued prior to such termination, it being the intent of the parties that the terms of this Agreement shall continue to apply to all Supplements executed by all parties prior to such cancellation.
12.This Agreement shall be interpreted, governed, and construed under the laws of the State of California.
13.This Agreement together with any Supplements issued under this Agreement supersede all prior and contemporaneous negotiations, understandings, letters of intent and agreements (whether oral or written) between the parties relating to the Data and constitute the entire understanding and agreement between the parties with respect to the Data.
14.The parties shall not use the trade names, trade marks, service marks, company names or other trade designations in any press releases, advertising literature, or corporate information disclosures (including without limitation financial reports and government regulated information disclosures). Any public announcement concerning this Agreement or the matters contained herein shall only be made upon the agreement of the parties.
LICENSOR:
CALIFORNIA WELL SAMPLE REPOSITORY
By: ______
Printed Name: ______
Title: ______
Date: ______
LICENSEE:
NAME
By: ______
Printed Name: ______
Title: ______
Date: ______
EXHIBIT A TO CALIFORNIA WELL REPOSITORY
CHECK SHOT LICENSE MASTER AGREEMENT
Dated MONTH, 200X
SUPPLEMENT TO
CALIFORNIA WELL SAMPLE REPOSITORY CHECK SHOT LICENSE MASTER AGREEMENT
This supplements the CALIFORNIA WELL SAMPLE REPOSITORY CHECK SLOT LICENSE MASTER AGREEMENT ("Agreement") dated MONTH, DATE, 200X by and between CALIFORNIA WELL SAMPLE REPOSITORY ("Licensor"), and COMPANY OR INDIVIDUAL. ("Licensee")
- The Data licensed by this Supplement is described as follows:
WELL NAME:
COUNTY:
S/T/R:
CWSR IDENTIFICATION NUMBER
STATE(S): CALIFORNIA
WELL TD
(See list of additional wells below)
LICENSE INCLUDE
1. Scanned copy of the original field data
- Licensor shall deliver the Data to Licensee in the form of digital media within 30 days after execution of this Supplement by both Licensor and Licensee.
- Licensee agrees to pay Licensor a license fee for the Data which is described above:
CHECK SHOT SURVEY ( Per well cost )…………………………………………. $500
NUMBER OF WELLS ……………………………………………………………… X _____
TOTAL COST ……………………………………………………………………… $ ______
PAYMENTS:
Make Check Payable to: CALIFORNIA WELL SAMPLE REPOSITORY.
Send Signed Contract and Check to:
California Well Sample Repository
9001 Stockdale Hwy
Bakersfield, CA. 93311-1022
Attention: CWSR Data Sales
(No data will be transferred until all payments have been received.)
4. Licensor and Licensee agree that the Data described in this Supplement is licensed subject to the terms and conditions of the above-referenced CALIFORNIA WELL SAMPLE REPOSITORY LICENSE MASTER AGREEMENT.
LICENSOR:
CALIFORNIA WELL SAMPLE REPOSITORY
By: ______
Printed Name: ______
Title: ______
Date: ______
LICENSEE:
NAME OF CONTRACTOR OR COMPANY
By: ______
Printed Name: ______
Title: ______
Date: ______
ADDITIONAL WELLS
WELL NAME:
COUNTY:
S/T/R:
CWSR IDENTIFICATION NUMBER
STATE(S): CALIFORNIA
WELL TD
WELL NAME:
COUNTY:
S/T/R:
CWSR IDENTIFICATION NUMBER
STATE(S): CALIFORNIA
WELL TD
WELL NAME:
COUNTY:
S/T/R:
CWSR IDENTIFICATION NUMBER
STATE(S): CALIFORNIA
WELL TD
WELL NAME:
COUNTY:
S/T/R:
CWSR IDENTIFICATION NUMBER
STATE(S): CALIFORNIA
WELL TD
WELL NAME:
COUNTY:
S/T/R:
CWSR IDENTIFICATION NUMBER
STATE(S): CALIFORNIA
WELL TD
WELL NAME:
COUNTY:
S/T/R:
CWSR IDENTIFICATION NUMBER
STATE(S): CALIFORNIA
WELL TD
WELL NAME:
COUNTY:
S/T/R:
CWSR IDENTIFICATION NUMBER
STATE(S): CALIFORNIA
WELL TD
WELL NAME:
COUNTY:
S/T/R:
CWSR IDENTIFICATION NUMBER
STATE(S): CALIFORNIA
WELL TD
WELL NAME:
COUNTY:
S/T/R:
CWSR IDENTIFICATION NUMBER
STATE(S): CALIFORNIA
WELL TD
WELL NAME:
COUNTY:
S/T/R:
CWSR IDENTIFICATION NUMBER
STATE(S): CALIFORNIA
WELL TD
WELL NAME:
COUNTY:
S/T/R:
CWSR IDENTIFICATION NUMBER
STATE(S): CALIFORNIA
WELL TD
WELL NAME:
COUNTY:
S/T/R:
CWSR IDENTIFICATION NUMBER
STATE(S): CALIFORNIA
WELL TD
WELL NAME:
COUNTY:
S/T/R:
CWSR IDENTIFICATION NUMBER
STATE(S): CALIFORNIA
WELL TD
WELL NAME:
COUNTY:
S/T/R:
CWSR IDENTIFICATION NUMBER
STATE(S): CALIFORNIA
WELL TD
WELL NAME:
COUNTY:
S/T/R:
CWSR IDENTIFICATION NUMBER
STATE(S): CALIFORNIA
WELL TD
WELL NAME:
COUNTY:
S/T/R:
CWSR IDENTIFICATION NUMBER
STATE(S): CALIFORNIA
WELL TD
WELL NAME:
COUNTY:
S/T/R:
CWSR IDENTIFICATION NUMBER
STATE(S): CALIFORNIA
WELL TD
WELL NAME:
COUNTY:
S/T/R:
CWSR IDENTIFICATION NUMBER
STATE(S): CALIFORNIA
WELL TD