Exhibit 10.6


 


 


 


 






 





 


AMENDED AND RESTATED SUPPLY AGREEMENT


 


dated as of November 13, 2018


 


between


 


BAKER HUGHES, A GE COMPANY, LLC


 


and


 


GENERAL ELECTRIC COMPANY


 




 






     


     


    




TABLE
OF CONTENTS 





 


Page









	Article
    I DEFINITIONS	5
	Section
    1.01   Certain Defined Terms	5
	Article
    II Term and Termination	7
	Section
    2.01   Term	7
	Section
    2.02   Seller’s Obligations on Termination of this Supply Agreement	8
	Article
    III Scope	8
	Section
    3.01   Scope	8
	Article
    IV Purchase And Supply of Seller Goods	8
	Section
    4.01   Purchasing Commitment	8
	Section
    4.02   Supplying Commitment	8
	Article
    V Purchase Orders	9
	Section
    5.01   Outstanding POs at Closing	9
	Section
    5.02   PO Contents	9
	Section
    5.03   Modifications and Scheduling POs	10
	Section
    5.04   Acceptance of POs	11
	Article
    VI Terms & Conditions of Purchase	11
	Section
    6.01   Terms & Conditions of Purchase	11
	Article
    VII Allocation of Liability	11
	Section
    7.01   Limitation of Liability	11
	Article
    VIII Pricing, Payment Terms and Invoicing	12
	Section
    8.01   Pricing and Payment Terms	12
	Section
    8.02   Invoicing	12
	Section
    8.03   Taxes	12
	Article
    IX GENERAL PROVISIONS	12
	Section
    9.01   Authority	12
	Section
    9.02   Notices	12
	Section
    9.03   Entire Agreement, Waiver and Modification	13
	Section
    9.04   No Third-Party Beneficiaries	13
	Section
    9.05   Compliance with Laws and Regulations	13
	Section
    9.06   Governing Law; Dispute Resolution	14
	Section
    9.07   Confidentiality	14



 


 






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	Section
    9.08   Counterparts; Electronic Transmission of Signatures	16
	Section
    9.09   Survival	16
	Section
    9.10   Assignment	16
	Section
    9.11   Rules of Construction	16
	Section
    9.12   Non-Recourse	16
	Section
    9.13   Audit	17
	Section
    9.14   Independent Contractors	17
	Section
    9.15   Non-Solicitation Covenant	17


 


APPENDICES


 





	APPENDIX
        1  Seller Goods & Pricing Schedule

        

	APPENDIX
        2  Seller Standard Terms

        

	APPENDIX
        3  Seller’s Software License

        

	APPENDIX
        4  Integrity Guide for Suppliers, Contractors and Consultants and other requirements from the GE Supplier website

        

	APPENDIX
        5  Outstanding POs at Closing

        

	APPENDIX
        6  Certain Terms Governing Controls Seller Goods

        





 


 



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SUPPLY
AGREEMENT


 


This
Amended and Restated Supply Agreement, dated as of November 13, 2018 (as amended, modified or supplemented from time to time in
accordance with its terms, this “Supply Agreement”), is made by and between Baker Hughes, a GE company, LLC,
a Delaware limited liability company (“BHGELLC” or “Seller”), on behalf of itself and the
legal entities operating on its behalf, and General Electric Company, a New York corporation (“GE” or “Buyer”),
on behalf of itself and the legal entities operating on its behalf (each a “Party”, and collectively, the “Parties”).


 


RECITALS


 


WHEREAS,
pursuant to that certain Transaction Agreement and Plan of Merger, dated as of October 30, 2016, among GE, Baker Hughes Incorporated,
a Delaware corporation (“BHI”), Baker Hughes, a GE company (formerly known as Bear Newco, Inc.), a Delaware
corporation (“Baker Hughes”), and Bear MergerSub, Inc., a Delaware corporation (“Merger Sub”),
as amended by the Amendment to the Transaction Agreement and Plan of Merger, dated as of March 27, 2017, among GE, BHI, Baker
Hughes, Merger Sub, BHI Newco, Inc., a Delaware corporation, and Bear MergerSub 2, Inc., a Delaware corporation (as may be further
amended from time to time, the “Transaction Agreement”), GE and BHI have combined GE’s oil and gas business
(“GE O&G”) with BHI to create Baker Hughes;


 


WHEREAS,
pursuant to the Transaction Agreement, upon closing of the transaction, Baker Hughes began to operate as a public company traded
on the New York Stock Exchange with approximately 62.5% of the voting stock owned by GE and approximately 37.5% of the voting
stock owned by public shareholders;


 


WHEREAS,
Buyer and Seller entered into a Supply Agreement, dated as of July 3, 2017 (the “Original Agreement” and the
“Original Effective Date”, respectively), under which Buyer agreed to license software or purchase from Seller
certain products, equipment or component parts and related services as supplied to Buyer during the Baseline Period as more fully
described on Appendix 1 and excluding all Excluded Products, as well as such other products, equipment, or component parts
and related services or software as the Parties may agree from time to time (each such software, product, equipment and or component
parts or related service being a “Seller Good” and, collectively, the “Seller Goods”) and
the Parties desire that this Supply Agreement and any POs issued, acknowledged and agreed to by Seller pursuant to this Supply
Agreement establish the exclusive terms and conditions as to the transactions for the Seller Goods; and


 


WHEREAS,
Buyer and Seller (having received the approval of the Conflicts Committee (as defined in the Stockholders Agreement)) desire to
amend and restate the Original Agreement in its entirety, on the terms set forth herein.


 


NOW,
THEREFORE, in consideration of the foregoing and the mutual agreements contained herein, the Parties hereby agree as follows:


 




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Article
I



DEFINITIONS


 


 


 


Section
1.01Certain Defined Terms.  The following capitalized terms used in this
Supply Agreement shall have the meanings set forth below:


 


“Affiliate”
shall mean, as to any Person, any other Person which, directly or indirectly, Controls, or is Controlled by, or is under common
Control with, such Person; however, for purposes of this Supply Agreement, (i) Baker Hughes and its Subsidiaries shall
not be considered affiliates of GE and (ii) GE and its Subsidiaries (except for the Subsidiaries of Baker Hughes) shall not be
considered affiliates of Baker Hughes.


 


“Baker
Hughes” shall have the meaning set forth in the Recitals.


 


“Baseline
Period” shall mean the 12-month period immediately preceding October 30, 2016.


 


“Business
Day” shall mean a day, other than Saturday, Sunday or other day on which commercial banks in New York, New York are
authorized or required by applicable Law to close.


 


“Buyer”
shall have the meaning set forth in the Preamble.


 


“Channel
Agreement” means that certain Channel Agreement, dated as of July 3, 2017, as amended and restated as of the date hereof
(as it may be further amended, supplemented or modified from time to time), between GE and BHGE.


 


“Control”
or “Controlling” shall mean the possession, direct or indirect, of the power to direct or cause the direction
of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise.


 


“Controls
Seller Goods” means the Seller Goods listed in Appendix 1 under the heading “Controls – GE Division Purchases
from Baker Hughes”.


 


“Excluded
Products” shall mean any (i) GE Digital Services, including the GE entities-hosted Predix platform and related applications
and (ii) any Professional or Consultancy Services.


 


“GE
Digital Services” shall mean those products and services that are the subject of that certain GE Digital Master Products
and Services Agreement, dated as of July 3, 2017, between GE Digital LLC and BHGELLC, as amended on the date hereof (as further
amended, modified or supplemented from time to time in accordance with its terms).


 


“GE
O&G” shall have the meaning set forth in the Recitals.


 




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“Governmental
Entity” shall mean any United States federal, state or local, or foreign, international or supranational, government,
court or tribunal, or administrative, executive, governmental or regulatory or self-regulatory body, agency or authority thereof.


 


“Group”
shall mean with respect to either Party, such Party (either Buyer or Seller, as applicable), as well as its Affiliates and their
respective shareholders, officers, directors, employees. For the avoidance of doubt, Group shall not include, in connection with
the PO to which the Seller Goods relate, a Party’s customer, joint venture partners, joint interest owners, co-lessees,
consortium members or other partners, or contractors and subcontractors of any tier in connection with such PO. “Buyer Group”
and “Seller Group” shall be construed accordingly. Seller Group does not include any member of Buyer Group and Buyer
Group does not include any member of Seller Group.


 


“Initial
Term” shall have the meaning set forth in Section 2.01.


 


“Law”
shall mean any United States federal, state, local or non-United States statute, law, ordinance, regulation, rule, code, order
or other requirement or rule of law, including common law.


 


“Non-Competition
Agreement” shall mean that certain Non-Competition Agreement, dated as of July 3, 2017, as amended and restated as of
the date hereof (as it may be further amended, supplemented or modified from time to time), between GE and BHGE.


 


“Original
Effective Date” shall have the meaning set forth in the Preamble.


 


“Party”
shall mean Seller and Buyer individually, and “Parties” means Seller and Buyer collectively, and, in each case,
the legal entities operating on their behalf and entering into POs hereunder, and further in each case their permitted successors
and assigns.


 


“Person”
shall mean an individual, corporation, partnership, joint venture, association, trust, unincorporated organization, limited liability
company or governmental or other entity.


 


“POs”
shall mean purchase orders issued by Buyer or any of its Affiliates to Seller for the Seller Goods during the Term.


 


“Professional
or Consultancy Services” shall mean any service provided by or to GE or its Affiliates or by or to Baker Hughes or its
Affiliates pursuant to a Long-Term Ancillary Agreement (as defined in the Transaction Agreement) but excluding this Supply Agreement.


 


“Regardless
of Cause or Action” shall mean (to the maximum extent permitted by applicable Law), regardless of: cause, fault, default,
negligence in any form or degree, strict or absolute liability, breach of duty (statutory or otherwise) of any person, including
in each of the foregoing cases of the indemnified person, unseaworthiness of any vessel, or any defect in any premises/vessel;
for all of the above, whether pre-existing or not and whether the damages, liabilities, or claims of any kind result from contract,
warranty, indemnity, tort/extra-contractual or strict liability, quasi contract, Law, or otherwise.


 




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“Representatives”
shall mean the applicable Party’s respective directors, officers, members, employees, representatives, agents, attorneys,
consultants, contractors, accountants, financial advisors and other advisors.


 


“Seller”
shall have the meaning set forth in the Preamble.


 


“Seller
Goods” shall have the meaning set forth in the Preamble.


 


“Seller’s
Software License” shall mean each applicable license set forth on Appendix 3 hereto.


 


“Seller
Standard Terms” shall mean each applicable Seller’s terms and conditions for sale or license of the Seller Goods
and attached as Appendix 2 (for certain products, equipment or component parts and related services) and Appendix 3
(for certain Seller software, including software as a service (SaaS), embedded software, or software that is installed on
Buyer’s equipment), including geographic variations for each such Seller Standard Terms as currently in use at the time
of execution of the Original Agreement, in each case, with such amendments, modifications and supplements to each such applicable
standard terms as the applicable Seller may adopt from time to time, but solely to the extent such amendments, modifications and
supplements are required by applicable Law or as otherwise agreed to in writing by the Parties.


 


“Site”
shall mean the premises where Seller Goods are used or services are performed, not including Seller’s premises from which
it performs services.


 


“Stockholders
Agreement” shall mean that certain Stockholders Agreement between GE and Baker Hughes dated as of July 3, 2017, as amended
on the date hereof (as further amended, modified or supplemented from time to time in accordance with its terms).


 


“Subsidiary”
shall mean with respect to any Person, another Person, an amount of the voting securities or other voting ownership interests
of which is sufficient, together with any contractual rights, to elect at least a majority of its Board of Directors or other
governing body (or, if there are no such voting interests, 50% or more of the equity interests of which) is owned directly or
indirectly by such first Person.


 


“Supply
Agreement” shall have the meaning set forth in the Preamble.


 


“Tax”
shall have the meaning set forth in the Transaction Agreement.


 


“Trigger
Date” shall have the meaning set forth in the Stockholders Agreement.


 


Article
II



Term and Termination


 


Section
2.01Term.  The term of this Supply Agreement shall commence on the Original Effective
Date and shall continue for a period of sixty (60) months (the “Initial Term”); provided that the Initial
Term with respect to Controls Seller Goods shall not terminate prior to 


 




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the
day that is the fourth anniversary of the Trigger Date. Following the Initial Term, this Supply Agreement shall automatically
renew on a yearly basis until the Trigger Date with respect to all Seller Goods other than the Controls Seller Goods (including
the Initial Term, the “Term”). Upon the Trigger Date, the terms of this Supply Agreement shall continue to
govern all POs governed by this Supply Agreement that are entered into between the Parties prior to the Trigger Date.


 


Section
2.02Seller’s Obligations on Termination of this Supply Agreement.  Unless
otherwise specified by Buyer, and to the extent not already provided for in any PO, upon Seller’s receipt of a notice of
termination of this Supply Agreement, Seller shall promptly: (a) stop work under any POs outstanding as of such notice date as
directed in the notice; (b) place no further subcontracts/orders in respect of any such outstanding POs; (c) terminate, or if
requested by Buyer assign, all such outstanding POs; and (d) deliver all completed work, work in process, designs, drawings, specifications,
documentation and materials required or produced expressly for such terminated POs that have been paid for in full by Buyer.


 


Article
III



Scope


 


Section
3.01Scope.  This Supply Agreement shall apply to all POs issued by Buyer or any
of its Affiliates to Seller for the (i) Seller Goods (other than Controls Seller Goods) on or following the Original Effective
Date during the Term and (ii) the Controls Seller Goods following the Original Effective Date to the date that is the fourth anniversary
of the Trigger Date. No pre-printed, click through, click wrap or reverse side terms and conditions included in document(s) of
either Party, other than the Seller Standard Terms, shall be binding or have any legal effect whatsoever on this Supply Agreement
and/or any POs. The terms governing (i) quantities and purchaser orders and (ii) terms and conditions of purchase, in each case,
relating to Controls Seller Goods, shall be contained in Appendix 6. To the extent there is any conflict between the terms
of this Supply Agreement and Appendix 6 with respect to such provisions, the terms of Appendix 6 shall control.


 


Article
IV



Purchase And Supply of Seller Goods


 


Section
4.01Purchasing Commitment.  


 


(a)       During
the Term, Buyer or any of its Affiliates acting on its behalf may purchase from Seller any or all of the Seller Goods.


 


(b)       The
Parties hereby acknowledge that the quantities of Seller Goods (i) are subject to adjustment at the discretion of Buyer based
on its actual volume, customer and business requirements and (ii) shall not, other than with respect to accepted POs, constitute
a commitment or obligation by Buyer or any Affiliate to purchase any minimum percentage or volume of Seller Goods from Seller
or any other entity.


 


Section
4.02Supplying Commitment.  


 




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(a)       Seller
shall sell any or all of the Seller Goods to Buyer or any of its Affiliates pursuant to any POs accepted by Seller in its discretion
in accordance with the terms of this Supply Agreement; provided that with respect to the Controls Seller Goods, subject
to Appendix 6 hereof, Seller shall be required to accept all POs issued by Buyer or any of its Affiliates, and to sell to Buyer
or any of its Affiliates (as applicable) all Controls Seller Goods ordered thereunder.


 


(b)       At
all times during the Term, Seller agrees to possess and maintain the necessary capacity, machinery, personnel and resources to
sell to Buyer or any of its Affiliates at least the volume of Seller Goods set forth in all outstanding POs accepted by Seller
in its discretion pursuant to this Supply Agreement.


 


(c)       Subject
to the manufacturing and delivery forecasting provisions of the applicable PO, Seller shall not discriminate between Buyer, on
the one hand, and any other customer of Seller, on the other, in the scheduling or the provision of any of the Seller Goods, but
nothing in this Supply Agreement shall entitle Buyer to any priority over other customers in such scheduling or provision, unless
such is expressly agreed to in writing by Buyer and Seller in the applicable PO.


 


Article
V



Purchase Orders


 


Section
5.01Outstanding POs at Closing.  Seller shall fulfil all POs issued by Buyer and
accepted by Seller in writing as of the Original Effective Date
with respect to the Seller Goods as set forth on Appendix 5, at the prices specified in such POs and upon the terms already
in place; provided that such terms are in the ordinary course consistent with past practice during the Baseline Period.
For any POs accepted on or following the Original Effective Date , this Supply Agreement will supersede any existing agreements
between Buyer on the one hand, and Seller, on the other hand, for the purchase or license of Seller Goods.


 


Section
5.02PO Contents.  All purchases or licenses of the Seller Goods under this Supply
Agreement shall be subject to the issuance of a PO by Buyer or any of its Affiliates and the acceptance of such PO by Seller pursuant
to the applicable Seller Standard Terms. POs issued by Buyer or any of its Affiliates pursuant to this Supply Agreement shall
contain at a minimum:


 


(a)       a
PO number;


 


(b)       a
Seller Good description or reference and scope of supply;


 


(c)       the
required delivery date or dates or delivery forecast and delivery terms (determined consistently with the practices of the applicable
Seller and Buyer during the Baseline Period with respect to such forecasting) if different from the terms set forth in the applied
Seller Standard Terms;


 


(d)       the
applicable prices as determined in accordance with Section 8.01 of this Supply Agreement or as otherwise agreed in writing between
the Parties;


 




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(e)       the
quantities to be released for delivery;


 


(f)       any
applicable technical requirements;


 


(g)       any
clauses required by applicable Law;


 


(h)       any
clauses requested by Buyer, including to comply with its customer terms, that are different from the Seller Standard Terms, which
will be highlighted in the PO in order to ensure that Seller is aware of and can expressly agree to and comply with such clauses,
and, provided that Seller is not required to agree to any such Buyer requests; and


 


(i)       a
statement on the face of the PO that reads as follows: “The parties agree that notwithstanding any reference to any other
document, this purchase order shall be governed by that certain Supply Agreement entered into by Baker Hughes, a GE company, LLC,
a Delaware limited liability company and General Electric Company, a New York corporation on July 3, 2017” or, in the case
of POs issued after November 12, 2018, “The parties agree that notwithstanding any reference to any other document, this
purchase order shall be governed by that certain Amended and Restated Supply Agreement entered into by Baker Hughes, a GE company,
LLC, a Delaware limited liability company and General Electric Company, a New York corporation on November 13, 2018”; provided
that the terms of this Supply Agreement shall apply notwithstanding the absence of such statement on the face of any PO
between the Parties during the Term of this Supply Agreement.


 


Section
5.03Modifications and Scheduling POs.  


 


(a)       All
delivery dates, shipping instructions, quantities ordered and other like terms of a PO may be revised upon the issuance by Buyer
to Seller of a change order in writing; provided that any and all changes set forth in such change orders must first
be mutually agreed to by and between Buyer and Seller. If any such change results in an increase or decrease in the cost or time
required for the performance of the work under the PO, there shall be a mutually agreed equitable adjustment of the PO price and
the scheduled delivery date(s). Buyer shall pay for all work that Seller commenced for which the Seller has incurred costs under
the PO prior to any quantities being decreased. Seller shall not be obligated to proceed with any requested changed or extra work,
or other terms, until the price of such change and its effect on the scheduled delivery date(s) have been agreed upon and effected
by a change order.


 


(b)       Seller
agrees to provide a general schedule and confirmation of completion/shipment date(s) at the time a PO is placed and accepted;
provided that none of these schedules or confirmations shall modify any applicable agreed delivery date(s) set forth
in the relevant POs as accepted by Seller. Subject to appropriate safeguards for the protection of Seller’s proprietary
information and upon reasonable advance request, Seller also agrees to allow Buyer’s staff regular access to its facilities
to review the PO status and quality, and to provide a bi-monthly report on schedule status. In the event that any portion of the
Seller Goods falls behind schedule, Seller shall (a) provide a detailed schedule and verbal updates as needed with regard to the
status of the PO completion and (b) allow for on-site expediting by Buyer or an agent appointed by them.


 




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Section
5.04Acceptance of POs.  All POs, acceptances, change orders and other writings
or electronic communications between the Parties, regardless of whether stated on the face of the PO or not, shall be (i) governed
by this Supply Agreement and (ii) shall be deemed a separate and independent contract between Seller and Buyer from any other
PO issued hereunder.


 


Article
VI



Terms & Conditions of Purchase


 


Section
6.01Terms & Conditions of Purchase.  


 


(a)       Purchases
made by Buyer of Seller Goods shall be subject to the following:


 


(i)       the
terms of this Supply Agreement;


 


(ii)       the
applicable Seller Standard Terms; and


 


(iii)       subject
to Section 5.02(h), any additional terms contained in POs issued hereunder (including, on a PO by PO basis, any modifications
to the Seller Standard Terms that the Parties may, from time to time, agree to in writing following negotiations as may be required
to meet the specification and contractual requirements of Buyer or Buyer’s end customer).


 


(b)       In
the event of a conflict, the following order of precedence will prevail:


 


(i)       the
terms of this Supply Agreement, excluding the applicable Seller Standard Terms and Seller’s Software License;


 


(ii)       the
terms of any POs issued hereunder;


 


(iii)       Seller’s
Software License for the license of Seller’s software;


 


(iv)       the
applicable Seller Standard Terms; and


 


(v)       drawings,
specifications and related documents specifically incorporated by reference herein or in any PO.


 


Article
VII



Allocation of Liability


 


Section
7.01Limitation of Liability.  Notwithstanding anything to the contrary contained
in this Supply Agreement or the applicable Seller Standard Terms, the Parties hereby agree that neither the Buyer nor the Seller
shall be liable to the other for any loss of profit or revenues, loss of use of equipment or systems, interruption of business,
cost of replacement power, cost of capital, downtime costs, increased operating cost, or any consequential, indirect, incidental,
special or punitive damages Regardless of Cause or Action or claims of Buyer’s customers for the foregoing types of damages.


 




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Article
VIII



Pricing, Payment Terms and Invoicing


 


Section
8.01Pricing and Payment Terms.  


 


(a)       Pricing
for the Seller Goods set forth on Appendix 1 shall be based on the methodology set forth thereon. Charges in addition to
those determined by the applicable pricing methodology (including charges in respect of terms pursuant to Section 6.01(a)(iii))
shall be agreed to in writing by Buyer and Seller.


 


(b)       Pricing
for the Seller Goods not set forth on Appendix 1 shall be determined based on pricing methodologies used by Seller for
pricing such Seller Goods during the Baseline Period and in the absence of past orders on an arms’ length basis.


 


Section
8.02Invoicing.  Buyer shall pay or settle each invoice from Seller, either directly
by wire transfer or through GE’s inter-company settlement system, no later than 30 days after Buyer’s receipt of Seller’s
invoice.


 


Section
8.03Taxes.  


 


(a)       Pricing
for Seller Goods is exclusive of, and Buyer shall bear and timely pay, any and all sales, use, value-added, transfer and other
similar Taxes (and any related interest and penalties) imposed on, or payable with respect to, any Seller Goods purchased by Buyer
pursuant to this Supply Agreement; provided that (i) to the extent such Taxes are required to be collected and remitted
by Seller, Buyer shall pay such Taxes to such Seller upon receipt of an invoice from such Seller, and (ii) for the avoidance of
doubt, such Pricing shall be inclusive of, and Seller shall bear, any income similar Taxes imposed on or payable by Seller.


 


(b)       Cooperation The Parties will take reasonable steps to cooperate to minimize the imposition of, and the amount of, Taxes described
in this Section 8.03.


 


Article
IX



GENERAL PROVISIONS


 


Section
9.01Authority. Each Party represents that it has full power and authority to enter
into and perform this Supply Agreement. Each Party represents that those persons signing this Supply Agreement on behalf of such
Party are duly authorized Representatives of such Party and properly empowered to execute this Supply Agreement.


 
  




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Section
9.02Notices. All notices, requests, claims, demands and other communications
hereunder shall be in writing and shall be given (and, in the case of delivery in person or by overnight mail, shall be
deemed to have been duly given upon receipt) by delivery in person or overnight mail to the respective Parties, delivery by
facsimile transmission (providing confirmation of transmission) to the respective Parties or delivery by electronic mail
transmission (providing confirmation of transmission) to the respective Parties. Any notice sent by facsimile transmission or
electronic mail transmission shall be deemed to have been given and received at the time of confirmation of transmission. All
notices, requests, claims, demands and other communications hereunder shall be addressed as follows, or to such other
address, facsimile number or email address for a Party as shall be specified in a notice given in accordance with this Section
9.02. 


 





	(a)    If to Seller:
	 
	Baker Hughes, a GE company, LLC
	17021 Aldine Westfield Road
	Houston, Texas 77073
	 	 
	Attention:  	William D. Marsh
	Telephone:  	(713) 879-1257
	Facsimile:	(713) 439-8472
	Email:  	will.marsh@bhge.com
	 	 
	(b)     If to Buyer:
	 
	General Electric Company
	33-41 Farnsworth Street
	Boston, Massachusetts 02210
	Attention:	James M. Waterbury
	Telephone:  	(617) 443-3030
	Facsimile:	(203) 286-2181
	Email:	jim.waterbury@ge.com







  


Section
9.03Entire Agreement, Waiver and Modification. This Supply Agreement, the applicable
Seller Standard Terms and any POs issued hereunder are the complete and exclusive statement of the agreement between the Parties
relating to the subject matter hereof. No modification, termination or waiver of any provision hereof shall be binding upon a
Party unless made in writing and executed by an authorized Representative of such Party.


 


Section
9.04No Third-Party Beneficiaries. This Supply Agreement is for the sole benefit
of the Parties and their permitted successors and assigns and nothing in this Supply Agreement, express or implied, is intended
to or shall confer upon any other Person, including any union or any employee or former employee of Seller or Buyer, or entity
any legal or equitable right, benefit or remedy of any nature whatsoever, including any rights of employment for any specified
period, under or by reason of this Supply Agreement.


 





 




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Section
9.05Compliance with Laws and Regulations.  


 


(a)       Each
Party hereto shall be responsible for its own compliance with any and all Laws applicable to its performance under this
Supply Agreement. No Party will take any action in violation of any such applicable Law that would reasonably be likely to
result in liability being imposed on the other Party. Seller acknowledges that it has received, reviewed and agrees to follow
the GE Integrity Guide for Suppliers, Contractors and Consultants, and other requirements of GE Suppliers hyperlinked or
attached hereto as Appendix 4. The policies and procedures outlined in Appendix 4 shall apply to Baker Hughes
or GE when it acts as Seller hereunder regardless of whether it has adopted or modified such policies.


 


(b)       The
PO price is based on Seller’s design, manufacture and delivery of the Seller Goods pursuant to (a) its design criteria,
manufacturing processes and procedures and quality assurance program, (b) those portions of industry specifications, codes and
standards in effect as of the date of the PO that are applicable to the Seller Goods, and (c) United States Federal, State and
local laws and rules of Governmental Entities in effect and applicable to the Seller Goods on the date of the PO.


 


Section
9.06Governing Law; Dispute Resolution.  


 


(a)       This
Supply Agreement and any disputes (whether for breach of contract, tortious conduct or otherwise and whether predicated on common
law, statute or otherwise) shall in all respects be governed by, and construed in accordance with, the laws of the State of New
York, including all matters of construction, validity and performance, in each case without reference to any conflict of law rules
that might lead to the application of the laws of any other jurisdiction.


 


(b)       The
parties exclude application of the United Nations Convention on Contracts for the International Sale of Goods.


 


(c)       Any
dispute arising out of or in connection with this Supply Agreement or any POs issued under it between Buyer and Seller should
be resolved as rapidly as reasonably possible pursuant to good faith discussion between the respective project or transaction
level employees. If a dispute cannot be resolved between the project or transaction level employees within four (4) weeks of the
dispute arising, the project or transaction level employees should submit the dispute to the leaders of their respective businesses
for resolution. If the business leaders are unable to resolve the dispute promptly, it should be escalated to the Chief Executive
Officer of Baker Hughes and the Chief Executive Officer of the relevant Tier 1 GE business (or such other equivalent officer as
designated by such Tier 1 GE business Chief Executive Officer). If the dispute is nonetheless unresolved, the dispute resolutions
procedures in (d) below shall apply.


 


(d)       Any
dispute arising out of or in connection with this Supply Agreement or an individual PO that cannot be settled by the negotiation
procedure set forth in Section 9.06(c) shall be resolved in accordance with the dispute resolution provision in Seller
Standard Terms.


 


Section
9.07Confidentiality. In addition, and not in contravention, to the confidentiality
provisions set forth in the Seller Standard Terms and the Transaction Agreement, the Parties agree as follows:


 





 




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(a)       In
connection with this Supply Agreement, Seller and Buyer (as to information disclosed, the “Disclosing Party”)
may each provide the other Party (as to information received, the “Receiving
Party”) with Confidential Information. “Confidential Information” means (a) all pricing for Seller
Goods, (b) all information that is designated in writing as “confidential” or “proprietary” by the Disclosing
Party at the time of written disclosure, and (c) all information that is orally designated as “confidential” or “proprietary”
by the Disclosing Party at the time of oral disclosure and is confirmed to be “confidential” or “proprietary”
in writing within 10 days after oral disclosure. The obligations of this Section 9.07 shall not apply as to any portion
of the Confidential Information that: (i) is or becomes generally available to the public other than from disclosure by the Receiving
Party, its Representatives or its Affiliates; (ii) is or becomes available to the Receiving Party or its Representatives or its
Affiliates on a non-confidential basis from a source other than the Disclosing Party when the source is not, to the best of the
Receiving Party’s knowledge, subject to a confidentiality obligation to the Disclosing Party with respect to such information;
(iii) is independently developed by Receiving Party, its Representatives or its Affiliates, without reference to the Confidential
Information as evidenced by written documents; or (iv) is approved for disclosure in writing by the Disclosing Party.


 


(b)       The
Receiving Party agrees, (i) to use the Confidential Information only in connection with this Supply Agreement and permitted use(s)
and maintenance of the Seller Goods, (ii) to take reasonable measures to prevent disclosure of the Confidential Information, except
to its Representatives who have a need to know such information for such Party to perform its obligations under this Supply Agreement
or in connection with the permitted use(s) and maintenance of the Seller Goods, and (iii) not to disclose the Confidential Information
to a competitor of the Disclosing Party. The Receiving Party further agrees to obtain a commitment from any recipient of Confidential
Information to comply with the terms of this Section 9.07 before disclosing the Confidential Information.


 


(c)       If
the Receiving Party or any of its Affiliates or Representatives is required by Law, legal process or a Governmental Entity to
disclose any Confidential Information, that Party agrees to provide the Disclosing Party with prompt written notice to permit
the Disclosing Party to seek an appropriate protective order or agency decision or to waive compliance by the Receiving Party
with the provisions of this Section 9.07. If, absent the entry of a protective order or other similar remedy, the Receiving Party
is based on the advice of its counsel legally compelled to disclose such Confidential Information, such Party may furnish only
that portion of the Confidential Information that has been legally compelled to be disclosed, and shall exercise its reasonable
efforts in good faith to obtain confidential treatment for any Confidential Information so disclosed.


 


(d)       Upon
written request of the Disclosing Party, the Receiving Party shall promptly at its option either: (i) return all Confidential
Information disclosed to it or (ii) destroy (with such destruction certified in writing by the Disclosing Party) all Confidential
Information, without retaining any copy thereof, except to the extent retention is necessary for the limited purpose to enable
permitted use(s) and maintenance of the Seller Goods. No such termination of this Supply Agreement or return or destruction of
any Confidential Information will affect the confidentiality obligations of the Receiving Party all of which will continue in
effect as provided in this Supply Agreement.


 




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(e)       No
Party shall make any press release or similar public announcement with respect to this Supply Agreement or any of the matters
referred to herein.


 


Section
9.08Counterparts; Electronic Transmission of Signatures. This Supply Agreement
may be executed in any number of counterparts and by different parties hereto in separate counterparts, and delivered by means
of electronic mail transmission or otherwise, each of which when so executed and delivered shall be deemed to be an original and
all of which when taken together shall constitute one and the same agreement.


 


Section
9.09Survival. The provisions of Article VI, Article VII, Article
VIII, and Article IX of this Supply Agreement shall survive its termination.


 


Section
9.10Assignment. Neither Buyer nor Seller shall be entitled to assign this Supply
Agreement or any PO that incorporates this Supply Agreement to a third party non-Affiliate without the prior written consent of
the other Party. Any assignee of Seller or Buyer shall be bound by the terms and conditions of this Supply Agreement.


 


Section
9.11Rules of Construction. Interpretation of this Supply Agreement shall be governed
by the following rules of construction: (a) words in the singular shall be held to include the plural and vice versa, and words
of one gender shall be held to include the other gender as the context requires; (b) references to the terms Article, Section,
paragraph and Appendix are references to the Articles, Sections, paragraphs and Appendices of this Supply Agreement unless otherwise
specified; (c) the terms “hereof”, “herein”, “hereby”, “hereto”, and derivative
or similar words refer to this entire Supply Agreement, including the Appendices and Exhibits hereto; (d) references to “$”
shall mean U.S. dollars; (e) the word “including” and words of similar import when used in this Supply Agreement shall
mean “including without limitation,” unless otherwise specified; (f) the word “or” shall not be exclusive;
(g) references to “written” or “in writing” include in electronic mail form; (h) provisions shall apply,
when appropriate, to successive events and transactions; (i) the headings contained in this Supply Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of this Supply Agreement; (j) Seller and Buyer have
each participated in the negotiation and drafting of this Supply Agreement and all appendices and if an ambiguity or question
of interpretation should arise, this Supply Agreement shall be construed as if drafted jointly by the Parties and no presumption
or burden of proof shall arise favoring or burdening either Party by virtue of the authorship of any of the provisions in any
of this Supply Agreement; (k) a reference to any Person includes such Person’s successors and permitted assigns; (l) any
reference to “days” means calendar days unless Business Days are expressly specified; and (m) when calculating the
period of time before which, within which or following which any act is to be done or step taken pursuant to this Supply Agreement,
the date that is the reference date in calculating such period shall be excluded, and if the last day of such period is not a
Business Day, the period shall end on the next succeeding Business Day.


 


Section
9.12Non-Recourse. No past, present or future director, officer, employee, incorporator,
member, partner, stockholder, Affiliate, agent, attorney or Representative of Seller or Buyer shall have any liability for any
obligations or liabilities of such Party under this Supply Agreement of or for any claim based on, in respect of, or by reason
of, the transactions contemplated hereby.


 




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Section
9.13Audit. Seller shall maintain a complete and correct set of records pertaining
to expenses and other reimbursable costs that have been invoiced to the Buyer pursuant to the provision of Seller Goods under
this Supply Agreement and compliance with Law (if Seller Goods being procured are in support of a United States government end
customer or an end customer funded in whole or in part by the United States government) applicable to Seller’s performance
under this Supply Agreement (the “Records”). Upon the expiration or termination of this Supply Agreement, Buyer
shall have the right, for 12-months from such expiration or termination, upon reasonable prior notice and during normal business
hours, at Buyer’s election and expense, to conduct one reasonable audit of the Records of Seller through an audit conducted
by an independent third party auditor. Seller shall take all reasonable measures to ensure the safety of any auditor who is present
on its premises.


 


Section
9.14Independent Contractors. The relationship of Seller and Buyer established
by this Supply Agreement is that of independent contractors.


 


Section
9.15Non-Solicitation Covenant. During the last two years of the term of the Mark
VIe Controls Products Upgrade Channel (as such term is defined in the Channel Agreement), neither Buyer nor any of its Affiliates
shall, directly or indirectly, solicit for employment or hire any individual employed by Seller or any of its Affiliates who devotes
a majority of his or her working time to Control Systems Activities (as such term is defined in the Non-Competition Agreement)
in any of the following job categories: (a) the general manager, the chief engineer, and the sales leader, (b) the product line
managers and the sales managers, and (c) the level I and level II engineers. Notwithstanding the foregoing, this Section 9.15
shall not prohibit Buyer or any of its Affiliates from (x) hiring any individuals who were terminated by Seller or any of
its Affiliates, or (y) engaging in any general solicitations to the public or general advertising not directly targeted at the
employees of Seller or any of its Affiliates and hiring any such employee who responds thereto.


 




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IN
WITNESS WHEREOF, the Parties have caused this Supply Agreement to be executed on the date first written above by their respective
duly authorized officers.


 





	 	BAKER HUGHES, A GE COMPANY, LLC

        

	 	 
	 	 
	 	By: 	/s/ Lee Whitley
	 	 	Name:	Lee Whitley
	 	 	Title:	Corporate Secretary


 





	 	GENERAL ELECTRIC COMPANY
	 	 
	 	 
	 	By: 	/s/ James M. Waterbury 
	 	 	Name:	James M. Waterbury
	 	 	Title:	Vice President


 


 


 




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