Petroleum Industry Foundation Agreement

PETROLEUM INDUSTRY FOUNDATION AGREEMENT

This Petroleum Industry Foundation Agreement (the Agreement) is entered into as of by and between:

Foundation Name:

Counterparty Name:

WHEREAS

WHEREAS, the Foundation is organized to support research, workforce development, and public outreach pertaining to the petroleum industry and related energy sectors; and

WHEREAS, the Counterparty possesses technical expertise, services, or programmatic resources that will assist the Foundation in accomplishing specific projects described herein; and

WHEREAS, the parties desire to set forth the terms under which the Counterparty will perform services for the Foundation and the Foundation will compensate the Counterparty.

SCOPE OF WORK

The Counterparty shall perform the work described below in accordance with applicable industry standards and applicable laws. The scope shall include deliverables, milestones, and acceptance criteria as set forth below.

PAYMENT TERMS

Foundation shall pay Counterparty for the services performed under this Agreement in accordance with the following payment provisions.

Counterparty shall submit itemized invoices to the Foundation in accordance with the payment schedule. Invoices shall reference the applicable milestone or deliverable and supporting documentation as reasonably requested by the Foundation.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. In the event of termination for convenience, the Foundation shall pay Counterparty for all services performed and reasonable non-cancellable commitments incurred through the effective date of termination.

Either party may immediately terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means all non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Each party agrees: (a) to hold Confidential Information of the other in strict confidence using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) not to use Confidential Information for any purpose other than performance of this Agreement; and (c) not to disclose Confidential Information to any third party except to employees, contractors, or advisors with a need to know who are bound by confidentiality obligations at least as restrictive as those in this Agreement.

Confidentiality obligations do not apply to information that: (i) is or becomes generally available to the public other than by breach of this Agreement; (ii) was lawfully known to the receiving party prior to disclosure; (iii) is received from a third party without breach of an obligation of confidentiality; or (iv) is independently developed without use of the disclosing party's Confidential Information. If a receiving party is compelled by law to disclose Confidential Information, it shall provide the disclosing party prompt notice and cooperate in seeking a protective order or other appropriate remedy.

INTELLECTUAL PROPERTY AND DATA

Unless otherwise agreed in writing, the Foundation shall retain ownership of all data, reports, and materials specifically funded by the Foundation under this Agreement. Counterparty grants the Foundation a perpetual, royalty-free, non-exclusive license to use deliverables produced under this Agreement for the Foundation's internal, research, educational, and outreach purposes.

INSURANCE AND INDEMNIFICATION

Counterparty shall maintain insurance coverage customary for the petroleum industry and sufficient to cover liabilities arising from the performance of the services. Counterparty agrees to indemnify, defend and hold harmless the Foundation, its officers and employees from and against any third-party claims, losses, or damages arising out of Counterparty’s negligent acts or omissions or willful misconduct in performing services under this Agreement, except to the extent caused by the Foundation's gross negligence or willful misconduct.

NOTICES

All notices required or permitted by this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or delivered by reputable overnight courier to the addresses below:

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, including all attachments and schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that the Foundation may assign to an affiliate or successor without such consent.

SIGNATURES

The individuals signing below represent and warrant that they are authorized to enter into this Agreement on behalf of the party for which they sign.

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