Standard Terms and Conditions of Purchase
1. Parties: The Seller and Halliburton entities are as set forth on thepurchase order issued by Halliburton (“Purchase Order”). Seller
agrees to sell and Halliburton agrees to buy the Work set forth in thePurchase Order (“Work”) and at the prices and other terms specified
therein.
2. Controlling Terms: Halliburton’s purchases, including via
electronic commerce transactions, are governed exclusively by theseterms. Halliburton objects to all additions, exceptions, or changes tothese terms, whether contained in any printed form of Seller, on
Seller’s internet site, attached to an invoice, or contained in a
proposal, report, or acknowledgment, all of which are null and void.
3. Changes: Halliburton may at any time make changes or additions
to any specifications, instructions, method of shipment or packaging,or place of delivery for a Purchase Order. Such changes must be madeby a designated Halliburton Procurement representative in writing. If
any such change causes an increase or decrease in the cost or the timerequired for performance of the Work, an equitable adjustment will
be made, and the Purchase Order will be modified in writing
accordingly. Any claim by Seller for such adjustment must be asserted
in writing by Seller to Halliburton within 30 days after Seller’s receipt
of notification of the change. Substitutions or changes in quantities or
specifications by Seller may not be made without Halliburton’s priorwritten approval.
4. Independent Contractor: Seller is an independent contractor
with respect to the Work performed by Seller for Halliburton, andneither Seller nor anyone engaged or employed by Seller is deemed
for any purpose to be the agent or employee of Halliburton.
Halliburton has no direction or control of Seller or its employees, andis interested only in the results to be obtained.
5. Invoices: Invoices must contain the following information:
Purchase Order number, item number, description of items,
quantities, unit prices, extended totals, and any other information
required by these terms. Generic statements that simply indicate thatthe services were rendered or goods delivered are not sufficient
documentation for an invoice. Invoices with supporting
documentation that is insufficient to prove that the services werecompleted, accepted, and consistent with the payment terms in thisAgreement will be rejected by Halliburton and will not be paid.
Payment of invoices will not constitute acceptance of the Work andwill be subject to adjustment for shortages, defects, or Seller’s failure
to comply with these terms. Invoices must be submitted by Seller toHalliburton within 90 days of completion of the services or receipt of
the goods by Halliburton, and Seller’s failure to do so will constitute a
waiver by Seller of any legal or equitable rights to demand payment
for such Work.
6. Payment: Halliburton will pay Seller pursuant to the payment
terms set forth in a Purchase Order. In the event payment terms are
not specified, all payments will be made 90 days from the date theinvoice is permanently entered into Halliburton’s accounts payablesystem; provided, however, Halliburton has the right to withhold any
amounts in dispute until resolved by the parties, the invoice must be
accurately prepared, and it may be returned for correction for missing
or inaccurate data. Payment will be made only in the country where
the goods were shipped to or shipped from or in the country where
the services were performed. Seller must submit to Halliburton inwriting any claims arising under these terms relating to billing or
payment within 90 days after invoice date, and Seller’s failure to do

December 16, 2019 (Global)

so will constitute a waiver by Seller of any legal or equitable rights
with respect to the subject matter of the claim.
7. Taxes: Seller is responsible for the collection and reporting of all
applicable transaction taxes, such as sales, use, withholding, value
added, or similar taxes, and will remit such taxes to the appropriate
taxing jurisdiction. Transaction taxes are in addition to establishedprices and will be shown as a separate line item on the invoice. If tax
withholding is required by Applicable Law, Halliburton will adhere tosuch tax withholding requirements. The term “Applicable Law” shallmean, without limitation, any law, statute, rule, regulation, order, orordinance of the United States, or any state, municipality or politicalsubdivision thereof, where any goods or services are provided
hereunder as well as the law of any legal jurisdiction, including but
not limited to any sovereign country, any state, province or otherpolitical subdivision or court thereof, any governmental agency, or
authority of any country, including, without limitation, laws andregulations pertaining to import, export, re-export, anti-corruption
labor, wages, hours, equal opportunity and other conditions of
employment, the environment, and safety, where any Work is
performed or services are provided.
8. Time of Performance: Seller acknowledges that the deadlines fordelivery or performance specified in a Purchase Order are critical, andtime is of the essence for the avoidance of substantial loss toHalliburton. Seller’s failure to meet any deadline without
Halliburton’s written consent constitutes a material breach. In theevent of delay or anticipated delay from any cause, Seller will
immediately notify Halliburton in writing of the delay and its
approximate duration, and Seller will undertake to shorten or makeup the delay by all means. In the event that Halliburton determinesthat Seller will be unable to meet any deadline, Halliburton may
pursue the remedies set forth in the Termination for Cause section,
without providing Seller a cure period.
9. Inspection and Acceptance: Notwithstanding prior payment or
inspection at Seller’s facility, all goods will be subject to final
inspection and acceptance by Halliburton at its facility. Acceptance ofgoods will not alter or affect the warranties set forth herein. If goods
received do not conform to the order or if more than the quantity
ordered is shipped, Halliburton may, at its option: (a) hold rejected
goods for Seller’s instructions and at Seller’s risk; (b) return them toSeller at Seller’s expense and require their correction; or (c) request
an equitable price reduction for acceptance of the goods.
10. Warranties and Warranty Remedies:a. Warranty for Goods: Seller warrants that the goods will:(i) strictly conform to the drawings, specifications, samples (if any),and other requirements referred to herein or specified by Halliburton;(ii) be of merchantable quality and suitable for the purposes intended;(iii) conform with all Applicable Law; and (iv) be free from defects inmaterials, performance, operation, and workmanship, for a period of
12 months after being placed in service by Halliburton or 24 months
from acceptance by Halliburton, whichever period expires earlier. In
the event Seller is not the manufacturer of the goods, Seller will obtainassignable warranties for the goods from its vendors, which it will
pass-through or assign to Halliburton, and Seller will cooperate with
Halliburton in the enforcement of such warranties. If no pass-throughor assignment is made, Seller will assume the responsibility of thewarranty. If required by Halliburton, Seller will

Page 1 of 6

supply satisfactory evidence of the origin, composition, manufacture,kind, and quality of the goods.
b. Warranty for Services: Seller warrants that it: (i) possesses
all necessary expertise, facilities, equipment, personnel, andoperations suitable to perform the services; and (ii) will meet all
specifications, requirements, standards, and other obligations anddeadlines specified by Halliburton or required by Applicable Law.
c. Warranty Remedies: Seller will correct any defects ordeficiencies in its Work as soon as possible, at no cost to Halliburtonand subject to acceptance or rejection by Halliburton. If Halliburton
believes that the provision of Work has been so deficient that timely
and proper correction is not feasible, Halliburton may (in addition to
any other remedies) immediately terminate the Purchase Order inwhole or in part and/or remedy the deficiency itself (or utilize a third
party to do so) and charge Seller with the cost of correction. Suchcosts include removal, reinstallation, manufacturing (such asmachining), labor, access, and shipping costs.
d. Halliburton Equipment: If Halliburton’s equipment, tools,
or products (“Equipment”) are delivered to Seller, Seller will bear theentire risk of any damage to or loss, theft, or destruction of theEquipment from any cause whatsoever from the time delivered toSeller until returned to Halliburton. During such time, Seller will
maintain all-risk property insurance on the Equipment.
11. Audit: Seller and any subcontractors performing Workhereunder will maintain books, records, and documents to ensurecompliance with Applicable Law, compliance with Seller’s obligations
under these terms, accurate billing of any charges incurred, and thequality of the Work provided hereunder. Such records will be retainedby Seller for four (4) years after completion of the Work and will be
subject at reasonable times and upon reasonable prior notice toexamination, inspection, copying, or audit by personnel authorized byHalliburton and/or any third-party auditor designated by Halliburton.
Seller will provide accurate reporting of all records and provide
appropriate workspace at Seller’s facility in order to conduct suchaudits, at no cost to Halliburton. If Halliburton determines that a full
population audit is not possible or reasonable, a statistical sample
audit is allowed, where a sample size is identified and tested, and any
applicable error rates identified are applied to the full population. In
the event an audit indicates inaccuracies, overbilling, or otherviolation of these terms by Seller resulting in a cost to Halliburton, in
addition to Halliburton’s right to recovery of such costs, Seller will be
responsible for the reasonable costs associated with such audit.
12. Title, Shipment, and Risk of Loss: Seller warrants clear title tothe Work when delivered, free from any and all liens or otherencumbrances. At its expense and risk, Seller is responsible forproperly packing the goods for transportation and safely loading andcorrectly stowing the goods for land transport on the vehicle
designated by Halliburton at the Named Place. Risk of loss willtransfer to Halliburton as defined by Incoterm FCA (Named Place),
Incoterms 2010, which requires Seller to clear the goods for export,
provide a commercial invoice and packing list, and comply with any
documentary instructions of Halliburton during the shipping process.
“Named Place” refers to the place designated by Halliburton, if Seller
is located within 500 miles of Houston, Texas, or otherwise Seller’s
premises. Halliburton will appoint onward movement. Customs
import brokers will be only those appointed by Halliburton.
13. Supply Chain Security Programs: Seller is committed toHalliburton’s supply chain security and to compliance with theDecember 16, 2019 (Global)

requirements of Halliburton’s security programs, including specificallythe requirements of Halliburton’s Customs - Trade Partnership
Against Terrorism (“C-TPAT”) program. Seller has read andunderstands Halliburton’s C-TPAT Guidelines and will fully comply withthem, including the requirement that Seller’s shipments toHalliburton will be performed exclusively by freight forwarders andcustoms brokers approved in advance in writing by Halliburton Global
Logistics.
14. Conflicts of Interest: Seller may not offer Halliburton’s
employees any gifts, entertainment, or other favors of other than
nominal value. Seller may not pay any commissions or fees or grant
any rebates or other remuneration or monetary gratuity to any
employee, agent, or representative of Halliburton.
15. Insurance: Seller will: (a) maintain workers’ compensation
insurance as prescribed by Applicable Law; (b) maintain employer’s
liability, comprehensive general liability (including contractual liability
and products liability), and automobile liability insurance inreasonable amounts covering the obligations of Seller; and (c) uponrequest, provide Halliburton with a certificate of insurance indicating
the amount of such insurance.
16. Supplier Diversity: Halliburton is committed to utilizing small
and woman-owned and minority-owned suppliers. To comply with
Halliburton’s contractual obligations with its customers or under
Applicable Law, Seller consents to Halliburton reporting Seller’s
company ownership status as a small or woman-owned or minorityowned business.
17. Assignment and Subcontracting: Seller will not sell, assign,
subcontract, or transfer the Work or any money due hereunderwithout the prior written consent of Halliburton, and Halliburton’s
approval will not relieve Seller from any obligations imposed by theseterms. Seller warrants and represents that all assignees or
subcontractors will comply with all Applicable Law and the EthicalBusiness Conduct requirements set forth below and will promptly
disclose any violations thereof to Halliburton.
18. Compliance with Applicable Law: Seller warrants and represents
that it will comply with all Applicable Law. Without limitation, Seller
agrees to hold Halliburton harmless from and indemnify Halliburton
for any losses, expenses, costs, and damages resulting from Seller’s
breach of this warranty.
19. Ethical Business Conduct:a. Standard of Dealings: All dealings involving the relationshipcontemplated hereunder will be conducted in a fair manner withhonesty and integrity, observing high standards of personal andbusiness ethics. Business books and records will be maintained in aproper, responsible and honest manner that will allow Halliburton tocomply with Applicable Law.
b. Code of Business Conduct. Seller affirms that it has received
and agrees to abide by Halliburton's Code of Business Conduct andfurther agrees to immediately notify Halliburton, per thisAgreement's notice requirements, and Halliburton's Law
Department, per the notice requirements of this clause, of any
violations or potential violations of said document in relation to work
performed under this Agreement.
c. Anti-Corruption and Anti-Bribery: Seller represents andwarrants that neither Seller nor Seller’s parent or subsidiarycompanies, affiliates, or any of their shareholders, members,

Page 2 of 6managers, directors, officers, employees, independent contractors,
subcontractors, or agents: (i) has made or authorized or will make orauthorize any offer, payment, promise to pay, any money, including
kick-backs, or a gift, promise to give, or the giving of anything of value
to any third party, including, but not limited to, a government official,political party, party official, or family member or representative of astate-owned enterprise, for the purpose of wrongfully influencing therecipient, obtaining or retaining business, or for securing or obtaining
an improper business advantage; or (ii) has taken or permitted or willtake or permit any action to be taken, including an action inconnection with the conduct of their business and the transactions
contemplated under these terms, which would cause Seller,
Halliburton or any of Halliburton’s affiliates to be in violation of any
applicable anti-bribery or anti-corruption laws, including, whereapplicable, but not limited to, the U.S. Foreign Corrupt Practices Act
of 1977, as amended; the OECD Convention on Combating Bribery ofForeign Public Officials in International Business Transactions andrelated implementing legislation; and all local equivalent laws in the
countries in which business is conducted.
d. Facilitating Payments: Seller will make no facilitating
payment in any form to any government official on behalf ofHalliburton for the purpose of expediting or securing the performanceof a routine, non-discretionary governmental duty or action.
e. Ownership and Financial Interests. Seller affirms that nocurrent or former government official, nor any of their family
members or close business associates, has a direct or indirectownership or other financial interest in or is an owner, member,manager, director, officer, employee, or independent contractor of
Seller, Seller's parent or subsidiary companies, affiliates or any of their
independent contractors, subcontractors, or agents. In the event thatduring the term of this Agreement there is a change to theinformation contained in this paragraph, Seller shall make immediate
disclosure in writing to Halliburton's Law Department.
f. Interactions with Government Officials. Seller shall not
utilize or employ any third party, individual, or entity that will, or is
likely to, assist Halliburton with interactions with government officials
without the express prior written approval of Halliburton's Law
Department. In seeking written approval, Seller will declare in writing
whether the third party, individual, or entity is a government official
or has a familial or close personal relationship with a government
official. Seller will require that any third party, individual, or entitythat has assisted or will or is likely to assist Halliburton withinteractions with government officials sign a Halliburton annual Codeof Business Conduct compliance certification.
g. Anti-Boycott: Seller agrees that neither it nor any of its
subcontractors will perform any act for or on behalf of Halliburtonthat would subject Halliburton to fines or penalties or loss of tax
benefits for violation of U.S. anti-boycott laws administered by the
U.S. Commerce Department and the U.S. Treasury Department. If
Seller engages in such acts, it must immediately notify Halliburton’s
Law Department.
h. Export and Sanctions Compliance: Seller will perform noact for or on behalf of Halliburton that would subject Halliburton tofines or penalties for violation of Trade Laws, including those
applicable in the U.S., U.K. and the E.U.
Seller acknowledges that the Work, provided may be subject to Trade
Laws restricting their export, deemed export, re-export,
transshipment, transfer, supply or release, directly or indirectly, to orfrom certain parties or countries. Seller (including its affiliates,
December 16, 2019 (Global)

subcontractors or agents) represents and warrants that Seller is not on
the US Government’s List of Specially Designated Nationals andBlocked Persons (“SDN List”) or owned 50% or more in the aggregate
or individually by persons or entities on the SDN List. Seller will notprovide to Halliburton or its affiliates any Work that would violate
applicable Trade Laws or cause Halliburton or its affiliates to violate
any Trade Laws. Without limiting the foregoing, Seller will not provide
Work directly or indirectly (including, without limitation through use of
Seller’s affiliates, subcontractors or agents) to, from or transshipped
through:1.

2.

any jurisdiction subject to U.S. comprehensive sanctions or
trade restrictions (which includes, Cuba, Iran, North Korea,
Russia, Syria, and the Crimea and so-called Donetsk People’s
Republic (DNR) and Luhansk Peoples’ Republic (LNR) region of
Ukraine and which may be amended by relevant government
authorities from time to time); or
any person or entity on the SDN List or owned 50 percent or
more, individually or in the aggregate, by persons or entities
on the SDN List.

i.
Human Rights: Seller agrees that the Seller and the Seller’sparent or subsidiary companies, affiliates and any of theirsubcontractors, members, managers, directors, officers, employees,
independent contractors, subcontractors or agents will protect anduphold the fundamental human rights of their employees as stated in
the Universal Declaration of Human Rights as set forth by the United
Nations.
j. Competition Laws. The business relationship contemplated
hereunder will be conducted in compliance with applicable antitrustand competition laws. If Seller engages in violations of this clause, it
must immediately notify Halliburton's Law Department.
k. Periodic Certifications. At the sole discretion and request of
Halliburton's Law Department, Seller agrees to re-affirm thecommitments and representations contained herein on periodic
certifications. If Seller fails to comply with this clause, Halliburton may
terminate this Agreement immediately by written notice for cause.
l.
Termination. In addition to any other termination provisions
in this Agreement, Halliburton may terminate this Agreement
immediately by written notice for cause for the following
circumstances: (1) fraud or misrepresentation with respect to theentering into and/or the performance of this Agreement; (2) a change
in the information contained in the certifications contained herein, (3)failure to complete any required annual compliance certification as isrequired by this Agreement; or (4) circumstances causing Halliburton
to believe, in good faith, that Seller or any of its owners, directors,
employees, subcontractors, or representatives has engaged in illegal
conduct or unethical business practices, whether in connection withthe performance of this Agreement or otherwise. In the event that thisAgreement is terminated by Halliburton under this clause, Halliburton
may suspend or withhold any payments to Seller arising from orrelated to failure by Seller to comply with this Ethical Business Conduct
Clause, including payments for services previously performed.
Halliburton will not be held liable for any claims, losses, or damages
arising from or related to failure by Seller to comply with this Clause or
this Agreement or arising from or related to the termination of thisAgreement under this Clause, and Seller will indemnify and holdHalliburton harmless against any such claims, losses, or damages.
m. Conflicts: In case of conflict between the laws of the U.S. andthe local laws in the countries where business is transacted,
compliance with the laws of the U.S. will be given priority.
Page 3 of 6

n. Notifications to Halliburton's Law Department. In addition
to the notice provisions otherwise indicated in this Agreement, allnotifications to Halliburton's Law Department required by thisCompliance Certification Clause shall be submitted to the following
address:
Halliburton Law Department
Attention Chief Ethics & Compliance Officer
3000 Sam Houston Pkwy. E.
Houston, TX 77032
Email: FHOUCODE@halliburton.com
20. Import and Export Compliance: When Seller is the shipper ofrecord of any Work, Seller is solely responsible for requiredcompliance with any Trade Laws. When the Work (or any part
thereof) is subject to Trade Laws imposed by a government, Seller will
provide Halliburton with any and all information needed forHalliburton to comply with Trade Laws, including, but not limited to,applicable Export Control Classification Numbers, Harmonized Tariff
Schedule Numbers, certificates of manufacture in accordance withthe origin rules imposed by governmental authorities and, whenapplicable, mill certificates. In the event a governmental
authorization is required, upon request, the Seller will provide noticeof such authorization and all applicable conditions to Halliburton. If
any Work is eligible for preferential tax or tariff treatment (such as
free trade or international agreement), Seller will provide Halliburton
with the documentation required to participate in said treatment.
Seller understands and acknowledges that Halliburton will rely on theinformation provided by Seller, including information bearing upon
the determination as to whether any U.S. or non-U.S. export or importauthorization is required for the supplied Work to the country ofdestination. In the event that technology is provided to the Seller,
Seller will advise Halliburton of the nationality or country of allegianceof individuals assigned to projects involving intellectual property
subject to treatment as “deemed exports” under the laws of the U.S.
and any countries imposing similar requirements upon the parties.
Seller agrees that Seller’s failure to meet any terms listed in thissection could delay payment or be considered a breach of contract.
21. Classification: When all or any part of the Work, the country oforigin, or the import and export of the Work is subject to any
Applicable Law governing the import or export of the Work orconcerning health; safety; environment; pollution; protection of theenvironment; the use, storage, handling, treatment, management,
transportation, discharge, or disposal of hazardous or toxic materials,
substances, or wastes; the environmental content of goods or
products; the regulation of chemical substances or products;
industrial hygiene; or worker or occupational safety or health, Seller
will provide Halliburton with any and all information reasonably
requested by Halliburton for Halliburton to comply with such
Applicable Law. If Halliburton determines that it is necessary todisclose any information provided by Seller under this paragraph to agovernmental entity to enable Halliburton to comply with any
Applicable Law in connection with Halliburton’s business operations,
Halliburton will have the right to make the disclosure.
22. DRC Conflict Free: Any and all goods provided hereunder must
be DRC Conflict Free. Seller agrees to promptly furnish to Halliburton
information necessary to determine whether any of the Workprovided to Halliburton contains Conflict Minerals and whether any
such Work provided to Halliburton is DRC Conflict Free. Seller also
agrees to provide such additional information relating to its Conflict
Minerals sourcing, including any industry reporting templates, as may
be requested from time to time by Halliburton. The terms “Conflict
Minerals” and “DRC Conflict Free” have the meanings ascribed to such
December 16, 2019 (Global)

terms in the rules and regulations of the U.S. Securities and Exchange
Commission promulgated under Section 13(p) of the Securities
Exchange Act of 1934, as amended.
23. Indemnification: SELLER AGREES TO RELEASE, INDEMNIFY,
DEFEND AND HOLD HALLIBURTON, ITS OFFICERS, AGENTS, AND
EMPLOYEES HARMLESS FROM ANY CLAIM OF WHATSOEVER KIND OR
NATURE ARISING OUT OF OR INCIDENTAL TO SELLER’SPERFORMANCE OF WORK, EXCEPT TO THE EXTENT CAUSED BY THE
NEGLIGENCE OR WILLFUL MISCONDUCT OF HALLIBURTON.
24. Confidentiality:a. Confidential Information: All Confidential Information will
be held in strict confidence by Seller and may be used by Seller solely
for the purposes of fulfilling the Purchase Order. All such Confidential
Information will be treated and protected by Seller as strictly
confidential, will not be disclosed to any third party without the priorwritten consent of Halliburton, and may be disclosed within Seller’sorganization only on a need-to-know basis. Seller will not take any
Confidential Information from its offices or worksites (or makes copiesof them) without Halliburton’s written permission. For
purposes of this Section 24, “Confidential Information” shall mean
any Halliburton Information, including without limitation personal
information, that is disclosed or provided by Halliburton to Seller andall Information produced or created by Seller and relating to Goods orServices provided by Seller to Halliburton.
b. Exceptions: The foregoing obligations do not apply to any
information that: (i) is publicly known or becomes publicly known
through no fault of or disclosure by Seller; (ii) is given to Seller bysomeone other than Halliburton as a matter of right and without
restriction of disclosure; or (iii) was known to Seller prior to disclosure
hereunder and was not subject to any confidentiality obligations.
Disclosures made to Seller which are specific will not be deemed to
be within the foregoing exceptions merely because they wereembraced by general disclosures that are either in the public domain
or in the possession of Seller. In addition, any combination of features
will not be deemed to be within the foregoing exceptions merely
because individual features are in the public domain or in thepossession of Seller, unless the combination itself and its principle ofoperations are in the public domain and in the possession of Seller.
c. Required Disclosures: If Seller receives a subpoena, order,
notice, or other legal process (“Demand”) seeking disclosure ofConfidential Information, Seller will immediately notify Halliburton inorder to allow Halliburton the opportunity to oppose the Demand or
seek a protective order. If requested by Halliburton, Seller will fully
cooperate in contesting such disclosure. Except as such Demand may
be timely limited, quashed, or extended, Seller may thereafter comply
with such Demand, but only to the extent required by Applicable Law.
Where Halliburton obtains a protective order, nothing in these terms
will be construed to authorize Seller to use in any manner or disclose
Confidential Information to parties other than the governmental or
judicial agency or body or beyond the scope of the protective order.
d. Information Security: Seller shall implement and maintainappropriate technical, physical and organizational measures toprotect Confidential Information against unauthorized or unlawfulprocessing and against unauthorized loss, destruction, damage,alteration, or disclosure. Seller shall document such measures andshall allow Halliburton to review such documents upon request.
e. Breach Notification: Seller shall notify Halliburton of any
data breach involving Confidential Information as soon as Seller
discovers or is notified of such breach. Such notice shall include thenature and duration of the breach, the types and volume ofPage 4 of 6

Confidential Information impacted, steps Seller has taken and willtake to investigate, remediate, and mitigate the effects of the breach,and any other information reasonably requested. Seller shall provide
commercially reasonable assistance to Halliburton in fulfilling any
legal notification obligations and shall pay for all costs and expenses
reasonably incurred by Halliburton as a result of such breach.
f. Return of Confidential Information: Within three (3) daysof termination or completion of Seller’s Work or upon request of
Halliburton at any other time, Seller will immediately return toHalliburton any Confidential Information, including all copies made by
Seller in tangible form, and Seller will certify to Halliburton in writingthat Seller has deleted the Confidential Information from allelectronic storage media on which it was placed by Seller.
g. Confidential Terms: Seller will not publicize or disclose theexistence, content, or scope of the Purchase Order to any third party
by any means without the prior written consent of Halliburton.
h. No Other Rights: Except for the limited use rights expressly
enumerated herein, Halliburton does not grant and will not be
construed as granting to Seller: (i) a license or any rights under any ofHalliburton’s patent, trademark, copyright, or trade secret rights
beyond that necessary for the purposes of fulfilling the Purchase
Order; or (ii) the granting of any right to use Halliburton’s name inconnection with any proposals or public disclosures.
25. Non-Infringement Warranty and Indemnity: Seller warrants andrepresents that the Work provided to Halliburton: (a) does not
infringe directly or indirectly any patent, copyright, trademark, orother intellectual property interest of a third party; and (b) does notunlawfully include or use any trade secrets, confidential information,or other intellectual property of a third party. Seller agrees to release,defend, indemnify and hold Halliburton harmless from and against
any and all Claims arising out of any alleged or actual patent,
copyright, or trademark infringement or any improper use or
misappropriation of trade secrets, confidential information, or otherintellectual property. If the Work or any part thereof is held toconstitute an infringement or unlawful use of any intellectual
property and the use or sale of the Work or any part thereof isenjoined, Seller will, at its own expense, procure for Halliburton theright to continue utilizing the Work, replace the infringing Work witha non-infringing product or process that is acceptable to Halliburton,
modify the Work so that it is no longer infringing, or, in the event theforegoing options are not possible, compensate Halliburton for all ofHalliburton’s expenses resulting from the infringement.
26. Termination for Convenience: Halliburton has the right at any
time, without cause and for any or no reason, to terminate all or any
separable part of the Purchase Order by written notice. In the eventof such termination, Seller will be entitled to any remaining payment
due for Work satisfactorily provided prior to the date of thetermination, plus any reasonable expenses incurred by Seller interminating other orders or work in progress, at which point
Halliburton will have the right to take possession of the Work and any
materials whose purchase price was paid by Halliburton.
27. Termination for Cause: In the event of Seller’s: (a) actual or
anticipated breach of or default under any provision of these terms
and failure to cure such breach or default within ten (10) days after
notice from Halliburton; (b) bankruptcy, reorganization, insolvency
receivership, or making an assignment for the benefit of creditors; or(c) evidence of financial or organizational instability, Halliburton has
the right, in addition to any rights or remedies it may have in law, inequity, or under these terms, to immediately terminate any and all
pending Purchase Orders for cause by written notice to Seller. Uponsuch termination, Seller will be liable to and will immediately
December 16, 2019 (Global)

reimburse Halliburton for all costs of any nature in excess of thePurchase Order price that may be incurred by Halliburton to effectcompletion of performance.
28. Governing Law, Venue, and Alternative Dispute Resolution:a. Governing Law: These terms will be governed by the laws of
the state or country specified below based upon the location where theWork is performed or delivered, without regard to the United Nations
Convention on Contracts for the International Sale of Goods or otherinternational treaty, rule, or accord, and exclusive of conflict of laws
principles.
b. Dispute Resolution: Prior to trial or final judgment of any
claim or dispute hereunder, upon the request of either Party, any claim
or dispute arising hereunder shall be referred to mediation.
Each Party will be responsible for its own costs associated with suchmediation, including attorneys’ fees, and one-half of any mediation
fees.
Performance orSeat of Dispute
Governing Law
Delivery In
Resolution
United States
State of Texas
Harris County, Texas
Asia or Oceania
Singapore
Singapore
All Other
England andLondon, EnglandCountries
Wales
29. Surviving Clauses: The provisions of these terms relating towarranties, warranty remedies, indemnity, audit, and confidentiality
will survive its termination or expiration.
30. Definitions: As used in these terms, the following defined terms
have the meanings specified: “Applicable Law” means all applicablelaws, regulations, orders, or ordinances of any country, state,
governmental agency, or authority, including, without limitation,
those pertaining to labor, wages, hours, equal opportunity, humanrights, conditions of employment, the environment, safety,
competition, trade and antitrust; ; “Trade Laws” are all applicablelaws, regulations, and orders imposing trade sanctions on countries,
individuals, or entities and/or regulating the export, re-export,
transshipment, import, transfer, disclosure, provision, or end use of
items. Such laws and regulations include without limitation (as may
be amended from time to time): the Export Administration Act; theExport Administration Regulations (“EAR”); the economic sanctions
laws, regulations, and executive orders enforced by the Office ofForeign Assets Control; the International Emergency Economic
Powers Act; the International Traffic in Arms Regulations; the Arms
Export Control Act; the Foreign Trade Regulations; U.S. Customs laws
and regulations; and any trade control or sanctions laws andregulations administered by a non-U.S. government (except to theextent inconsistent with, or prohibited or penalized by, U.S. law).
“Claim” means any action, bodily injury (including death), claim, cost(including attorneys’ fees and court costs), damage, expense, fine,liability, loss, or penalty; “Confidential Information” means any
specifications, designs, drawings, data, and other information,
revealed or disclosed in any form or manner to Seller by Halliburton,
whether written, oral, electronic, visual, graphic, photographic,
observational, or otherwise, and documents supplied to or produced
or created by Seller for Work undertaken by Seller for Halliburton
hereunder; “Conflict Minerals” and “DRC Conflict Free” have themeanings ascribed to such terms in the rules and regulations of the
U.S. Securities and Exchange Commission promulgated under Section
13(p) of the Securities Exchange Act of 1934, as amended;“Documentation” or “Documents” shall refer to any and all materials
transmitted by either of the Parties to the other for the purposes ofnotice, reporting, analysis, written response to a request hereunder,
submission requirement, request for information, or support for any
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claim or the terms of a specific transaction and shall include any andall written and electronic data, photographs, books, records,
invoices, notices, reports, computations, calculations, working
papers, photocopies of any kind, information in support of any
notice or claim, submission of any required information, and written
or digital communications of any kind submitted by a Party to theother; any of the foregoing shall, when submitted by a Party, be true,correct, complete, visible and legible;.and “Work” means the goods,
services, or both, specified in a Purchase Order.

December 16, 2019 (Global)

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