Exhibit 10.9


 


 


 








 



 


 


AMENDED AND RESTATED INTERCOMPANY SERVICES
AGREEMENT


 


dated
as of November 13, 2018


 


between


 


GENERAL ELECTRIC COMPANY


 


and


 


BAKER HUGHES, A GE COMPANY, LLC


 


 






     


     


    




TABLE
OF CONTENTS


 


Page











	Article
    I DEFINITIONS	5
	Section
    1.01   Certain Defined Terms	5
	Article
    II SERVICES and Duration	15
	Section
    2.01   GE Services to be Provided	15
	Section
    2.02   Baker Hughes Services to be Provided	16
	Section
    2.03   Services in Effect on the Closing Date and Purchase Orders for Services	17
	Section
    2.04   Duration of Services	18
	Section
    2.05   Additional GE Provided Services	19
	Section
    2.06   Additional Baker Hughes Provided Services	19
	Section
    2.07   Limitations on the Provision of Services	20
	Article
    III PERFORMANCE OF SERVICES	20
	Section
    3.01   R&D Services and Statements of Work	20
	Section
    3.02   Project Change	22
	Section
    3.03   Replacement of Project Leaders	23
	Section
    3.04   Subcontracting	23
	Section
    3.05   Review and Reporting Requirements	23
	Section
    3.06   License to Background IP and R&D Services Foreground IP	24
	Section
    3.07   Ownership of Intellectual Property	25
	Section
    3.08   Patent Prosecution and Costs	25
	Section
    3.09   Portfolio Reviews for R&D Services Foreground IP	25
	Section
    3.10   License to Transferred R&D Services Foreground IP and Accessed Intellectual Property	26
	Section
    3.11   Governmental Restrictions and Approvals; Certain Other Restrictions	26
	Section
    3.12   Third-Party IP	26
	Section
    3.13   Collaborations	27
	Section
    3.14   Reservation of Rights	28
	Article
    IV OTHER ARRANGEMENTS	28
	Section
    4.01   Intercompany Service Managers	28
	Section
    4.02   Software and Software Licenses	29
	Section
    4.03   Local Implementing Agreements	30
	Section
    4.04   Corporate Policies	30
	Section
    4.05   Limitations with Respect to the GE Materials	30



 


 






     


     


    




	Article
    V ADDITIONAL AGREEMENTS	31
	Section
    5.01   System Resources and Security	31
	Section
    5.02   Access	32
	Section
    5.03   GE and Baker Hughes Global Services Contracts	33
	Section
    5.04   Shared Facilities	33
	Section
    5.05   Shared Manufacturing Arrangements; Financial Services	36
	Section
    5.06   Costs and Disbursements	37
	Section
    5.07   Readjustment of Services	39
	Section
    5.08   No Right to Set-Off	39
	Section
    5.09   Taxes	39
	Article
    VI STANDARD FOR SERVICE	40
	Section
    6.01   Standard for Service	40
	Section
    6.02   Consents; Compliance with Law; Professional Services	41
	Section
    6.03   Maintenance	41
	Section
    6.04   Modifications and Discontinuances	41
	Section
    6.05   Disclaimer of Warranties	42
	Section
    6.06   Compliance with Laws and Regulations	42
	Section
    6.07   No Reporting Obligations	42
	Article
    VII LIMITED LIABILITY AND INDEMNIFICATION	43
	Section
    7.01   General Indemnification	43
	Section
    7.02   Exclusion of Consequential Damages	43
	Section
    7.03   Exclusive Remedy	43
	Article
    VIII DISPUTE RESOLUTION	43
	Section
    8.01   Dispute Resolution	43
	Article
    IX TERM AND TERMINATION	44
	Section
    9.01   Term and Termination	44
	Section
    9.02   Termination Charges	45
	Section
    9.03   Effect of Termination	45
	Section
    9.04   Force Majeure	46
	Article
    X GENERAL PROVISIONS	46
	Section
    10.01   Independent Contractors	46
	Section
    10.02   Subcontractors	46
	Section
    10.03   Treatment of Confidential Information	47
	Section
    10.04   Audit	48
	Section
    10.05   Further Assurances	48
	Section
    10.06   Notices	48
	Section
    10.07   Entire Agreement	49
	Section
    10.08   No Third-Party Beneficiaries	49
	Section
    10.09   Amendment; Waiver	49



 


 






     


     


    




	Section
    10.10   Governing Law	50
	Section
    10.11   Counterparts; Electronic Transmission of Signatures	50
	Section
    10.12   Assignment	50
	Section
    10.13   Rules of Construction	50
	Section
    10.14   Non-Recourse	51
	Section
    10.15   Export Law Compliance	51
	Section
    10.16   Integrity	51
	Section
    10.17   Subcontractor Flow Downs for United States Government Commercial Items Contracts	51


 


SCHEDULES


 





	SCHEDULE 2.01(a)	Administrative Services
	SCHEDULE 2.01(b)	GE Provided Umbrella Services
	SCHEDULE 2.01(c)	List of current technology research and development services between GE Global Research and GE O&G
	SCHEDULE 2.02(b)	Baker Hughes Provided Umbrella Services
	SCHEDULE 3.01(c)	Form of Statement of Work
	SCHEDULE 3.13(a)	Form of Collaboration Agreement
	SCHEDULE 3.13(d)	List of Collaboration Agreements
	SCHEDULE 4.01(a)	GE Services Manager
	SCHEDULE 4.01(b) 	Baker Hughes Services Manager
	SCHEDULE 5.04(a)	GE Facilities
	SCHEDULE 5.04(b)	Baker Hughes Facilities
	SCHEDULE 5.04(c)	Specified Facilities
	SCHEDULE 5.05(a)	Shared Manufacturing Arrangements
	SCHEDULE 5.05(b)	Factoring or Similar Monetization of Accounts Receivable
	SCHEDULE 5.06(g)	Wiring Instructions





















     


     


    







INTERCOMPANY SERVICES AGREEMENT


 


This Amended and Restated
Intercompany Services Agreement, dated as of November 13, 2018 (as amended, modified or supplemented from time to time in accordance
with its terms, this “Agreement”), is made between General Electric Company, a New York corporation (“GE”),
and Baker Hughes, a GE company, LLC, a Delaware limited liability company (“Baker Hughes”).


 


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
(“BHGE”), 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, BHGE, 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 BHGE;


 


WHEREAS, pursuant to
the Transaction Agreement, upon closing of the transaction, BHGE 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, in furtherance
of the transactions contemplated by the Transaction Agreement, GE and Baker Hughes entered into a Intercompany Services Agreement,
dated as of July 3, 2017 (the “Original Agreement”), under which (i) GE agreed to provide or cause to be provided
to Baker Hughes (and/or its Affiliates on or after the Closing Date, collectively hereinafter referred to as the “Baker
Hughes Entities”) certain services and (ii) Baker
Hughes agreed to provide or cause to be provided to GE (and/or its Affiliates on the Closing Date immediately after giving effect
to the Closing, collectively hereinafter referred to as the “GE Entities”) certain services, in each case of
(i) and (ii), in accordance with the terms and subject to the conditions set forth herein; and


 


WHEREAS,
GE and Baker Hughes (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:


 


Article
I



DEFINITIONS


 


Section
1.01Certain Defined Terms.


 




    Page 5


     


    

(a)       Unless
otherwise defined herein, all capitalized terms used herein shall have the same meaning as in the Transaction Agreement.


 


(b)       The
following capitalized terms used in this Agreement shall have the meanings set forth below:


 


“Administrative
Services” shall have the meaning set forth in Section 2.01(a)(i).


 


“Additional
Baker Hughes Provided Services” shall have the meaning set forth in Section 2.06.


 


“Additional
GE Provided Services” shall have the meaning set forth in Section 2.05.


 


“Additional
Services” means the Additional GE Provided Services and the Additional Baker Hughes Provided Services, as applicable.


 


“Aeroderivatives
Supply and Technology Development Agreement” means that certain Supply and Technology Development Agreement entered
into by GE, acting through its GE Aviation business unit and the legal entities operating on its behalf, Baker Hughes, and GE,
on behalf of its GE Power business, dated as of the date hereof (as amended, modified or supplemented from time to time in accordance
with its terms).


 





“Affiliate”
means any individual, company, organization or other entity that, directly or indirectly, is controlled by, controls or is under
common control with such Party by ownership, directly or indirectly, of more than fifty percent (50%) of the stock entitled to
vote in the election of directors or, if there is no such stock, more than fifty percent (50%) of the ownership interest in such
individual or entity


 







“Ancillary
Agreements” shall have the meaning ascribed to it in the Transaction Agreement 







 


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


 


“Background
IP” means Intellectual Property and Technology owned, Controlled, created or acquired by or on behalf of a Party or
its Affiliates prior to the applicable date of the provision of a Service.


 


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


 


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


 


“Baker
Hughes Facilities” shall have the meaning set forth in Section 5.04(a).


 




    Page 6


     


    

“Baker
Hughes Global Services Contract” means each contract or other arrangement or agreement (whether for the purchase or
supply of goods or services) set forth below, between or among Baker Hughes or its Affiliates, on the one hand, and a third party,
on the other hand, which contract or other arrangement or agreement is multi-national, regional or global in scope, and by virtue
of such scope is applicable to, and was entered into by the parties thereto in consideration of its applicability to, more than
one Baker Hughes Entity, or one or more of Baker Hughes or its Affiliates, in each case, in respect of:


 


		(i)	certain
                                         master purchase and sale agreements for the sale and purchase of certain goods and services
                                         (other than those provided for under the Supply Agreement), as mutually identified and
                                         agreed to by the parties; and



 


		(ii)	joint
                                         tendering by the Baker Hughes Entities for business of or services to certain third parties,
                                         as mutually identified and agreed to by the parties.



 


“Baker
Hughes Provided Collaboration Services” means the services to be provided by any Baker Hughes Entity under any Collaboration
Agreement.


 


“Baker
Hughes Provided Deliverable” means any deliverable or work product to be delivered by a Baker Hughes Entity to the applicable
R&D Services Recipients as specified in a Baker Hughes Statement of Work.


 


“Baker
Hughes Provided Facility Service” means an arrangement in which Baker Hughes has granted, or has caused one or more
of its Affiliates to grant, to GE a limited license to use and access space at a Baker Hughes Facility under Section 5.04.


 


“Baker
Hughes Provided R&D Services” means specialized and tailored technology research and development services, related
to one or more GE Entity’s service or product offerings, offered by the applicable Affiliate or division of Baker Hughes
on a contracted basis to a GE Entity.


 


“Baker
Hughes Provided R&D Services Foreground IP” means all Intellectual Property and Technology created in the course
of the performance of the Baker Hughes Provided R&D Services, including that which is reflected in all research records, laboratory
notebooks, technical reports and experimental results.


 


“Baker
Hughes Provided Services” means all services to be provided by any Baker Hughes Entity pursuant to this Agreement, including
the Baker Hughes Provided Technology Access, Baker Hughes Provided Umbrella Services, Baker Hughes Provided R&D Services,
Baker Hughes Provided Facility Services, Baker Hughes Provided Collaboration Services and Additional Baker Hughes Provided Services.


 


“Baker
Hughes Provided Technology Access” means GE’s confidential access to any Baker Hughes Entity’s proprietary
Technology or related developments or enhancements thereto, in each case, related or applicable to one or more GE Entities’
operations, products or service offerings (including Directed Industry R&D) in a manner in which GE and its Affiliates received
similar access from GE O&G during the Baseline Period (for the avoidance of doubt, such access shall not include Baker Hughes
Provided R&D Services). For the avoidance of doubt,
the Baker Hughes Provided Technology Access includes GE’s and its Affiliates’ access to such items of Baker Hughes
Incorporated or any of its Affiliates immediately prior to the Closing.


 




    Page 7


     


    




 


“Baker
Hughes Provided Umbrella Services” shall have the meaning set forth in Section 2.02(b).


 


“Baker
Hughes Services Manager” shall have the meaning set forth in Section 4.01(b).


 


“Baker
Hughes Statement of Work” shall have the meaning set forth in Section 3.01(b).


 


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


 


“BHGE”
shall have the meaning set forth in the Recitals.


 


“Business”
shall have the same meaning as the term “GE O&G” set forth in the Transaction Agreement.


 


“Business
Day” means 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.


 


“CA
Services” means, collectively, GE Provided Technology Access and the Administrative Services.


 


“Change
of Control Date” shall have the meaning ascribed to it in 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 (the “Channel Agreement”).


 


“Closing”
shall have the meaning ascribed to it in the Transaction Agreement.


 


“Collaboration”
means any research and technology collaboration between a GE Entity, on the one hand, and a Baker Hughes Entity, on the other,
related to one or more product or service offerings.


 


“Collaboration
Agreement” means an agreement executed hereunder to formalize a Collaboration and substantially in the form of Schedule
3.13(a). Collaboration Agreements shall include the agreements listed on Schedule 3.13(d).


 


“Collaboration
Services” means the Baker Hughes Provided Collaboration Services and GE Provided Collaboration Services, as applicable.


 


“Confidential
Information” shall have the meaning set forth in Section 10.03(a).


 




    Page 8


     


    

“Control”
or “Controlled” means, with respect to Intellectual Property or Technology, the right to grant a license or
sublicense to such Intellectual Property or Technology as provided for herein without (i) violating the terms of any agreement
or other arrangement with any third party, (ii) requiring any consent, approvals or waivers from any third party, or any breach
or default by the party being granted any such license or sublicense being deemed a breach or default affecting the rights of
the party granting such license or sublicense or (iii) requiring the payment of material compensation to any third party.


 


“Controls
Tools” means GE Power’s product documentation, product software, product support announcements and current requisition
tools, in each case, excluding (i) any software source code or any information used to invent, develop or otherwise modify such
software or any of the foregoing and (ii) any such tools of any other GE business unit, including, for the avoidance of doubt,
GE Aviation.


 


“Corporate
Assessment” means the annual payment of (i) $55 million by Baker Hughes to GE from the Effective Date through December
31, 2018, and (ii) $27.5 million (prorated on a monthly basis for any partial period thereof) from January 1, 2019 through the
day that is ninety (90) days following the Trigger Date, in each case, for so long as the CA Services are provided during the
Term, as amended from time to time per Section 5.06(a) hereunder.


 


“Deliverable”
means a GE Provided Deliverable or Baker Hughes Provided Deliverable, as applicable.


 


“Directed
Industry R&D” means continuous scientific research and development with application to the oilfield services industry
equipment and service offerings, including optimization technology, end-to-end Software workflows and solutions, customizable
framework applications, imaging, acoustic, pressure and sensor technology, telemetry, geophysics and geological modelling and
materials science.


 


“Dockets”
means invention disclosures the substance of which is not intended by the owning Party to be protected by trade secret law, pending
patent applications and issued patents, in each case, owned by the applicable Party.


 


“Facilities”
shall have the meaning set forth in Section 5.04(c).


 


“Facility
Costs” shall have the meaning set forth in Section 5.06(d).


 


“Force
Majeure” means, with respect to a Party, an event beyond the control of such Party (or any Person acting on its behalf)
and which by the exercise of reasonable diligence and prudence the Party affected was unable to prevent, including acts of God,
storms, floods, riots, fires, sabotage, civil commotion or civil unrest, interference by civil or military authorities, acts of
war (declared or undeclared) or armed hostilities or other national or international calamity or one or more acts of terrorism
or failure of energy sources. For the avoidance of doubt, the following shall not be deemed Force Majeure events: general adverse
changes or fluctuations in the markets in which the Provider operates; financial distress or insufficient financial capability
of the Provider to perform the PO, Baker Hughes Statement of Work or GE Statement of Work; or events involving a previous or existing
condition at or before the PO, Baker Hughes Statement of Work or GE Statement of Work date.


 




    Page 9


     


    

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


 


“GE
Digital Master Products and Services Agreement” means that certain GE Digital Master Products and Services 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 Digital LLC and Baker Hughes.


 


“GE
Entities” shall have the meaning set forth in the Recitals.


 


“GE
Facilities” shall have the meaning set forth in Section 5.04(a).


 


“GE
Global Research” means GE’s Global Research organization.


 


“GE
Global Services Contract” means each contract or other arrangement or agreement (whether for the purchase or supply
of goods or services) set forth below, between or among GE or its Affiliates (including, for this purpose, GE O&G prior to
Closing), on the one hand, and a third party, on the other hand, which contract or other arrangement or agreement is multi-national,
regional or global in scope, and by virtue of such scope is applicable to, and was entered into by the parties thereto in consideration
of its applicability to, more than one GE Entity, or one or more of GE or its Affiliates, other than just GE O&G, in each
case, in respect of:


 


		(i)	certain
                                         master purchase and sale agreements for the sale and purchase of certain goods and services
                                         (other than those provided for under the Supply Agreement), as mutually identified and
                                         agreed to by the parties; and



 


		(ii)	joint
                                         tendering by the GE Entities for business of or services to certain third parties, as
                                         mutually identified and agreed to by the parties.



 


“GE
Materials” shall have the meaning set forth in Section 4.04(a).


 


“GE
Provided Collaboration Services” means the services to be provided by any GE Entity under any Collaboration Agreement.


 


“GE
Provided Control Tools Access” means Specified BHGE Personnel’s confidential access to Controls Tools solely to
the extent that are both (i) used as of the date hereof by such Specified BHGE Personnel and (ii) reasonably necessary for the
sole purpose of performing Baker Hughes’ obligations and exercising Baker Hughes’ rights under the Mark VIe Control
Products Upgrade Channel pursuant to the Channel Agreement; provided, that, granting such access shall not obligate
a GE Entity to provide Highly Confidential Information to Baker Hughes.


 


“GE
Provided Deliverable” means any deliverable or work product to be delivered by GE Global Research to the applicable
R&D Services Recipients as specified in a GE Statement of Work.


 




    Page 10


     


    

“GE
Provided Facility Service” means an arrangement in which GE has granted, or has caused one or more of its Affiliates
to grant, to Baker Hughes a limited license to use and access space at a GE Facility under Section 5.04.


 


“GE
Provided R&D Services” means specialized and tailored technology research and development services related to any
Baker Hughes Entity’s business and operations (including its equipment and service development and offerings) through GE
Global Research on a contracted basis.


 


“GE
Provided R&D Services Foreground IP” means all Intellectual Property and Technology created in the course of performance
of GE Provided R&D Services, including that which is reflected in all research records, laboratory notebooks, technical reports,
experimental results.


 


“GE
Provided Services” means all services to be provided by any GE Entity pursuant to this Agreement, including the CA Services,
GE Provided Umbrella Services, GE Provided R&D Services, GE Provided Facility Services, GE Provided Collaboration Services
and Additional GE Provided Services.


 


“GE
Provided Technology Access” means Baker Hughes’s confidential access to any GE Entity’s (other than GE Digital’s)
proprietary Technology or related developments or enhancements thereto (other than such proprietary Technology or related developments
or enhancements thereto that is subject to the Aeroderivatives Supply and Technology Development Agreement or the HDGT Supply
Agreement), in each case, related or applicable to one or more Baker Hughes Entities’ operations, products or service offerings
(including Directed Industry R&D) in a manner in which GE O&G received similar access from GE and its Affiliates during
the Baseline Period (for the avoidance of doubt, such access shall not include GE Provided R&D Services). For the avoidance
of doubt, the GE Provided Technology Access includes Baker Hughes Incorporated’s and its Affiliates’ access to such
items of GE or any of its Affiliates immediately prior to the Closing.


 


“GE
Provided Umbrella Services” shall have the meaning set forth in Section 2.01(b).


 


“GE
Services Manager” shall have the meaning set forth in Section 4.01(a).


 


“GE
Statement of Work” shall have the meaning set forth in Section 3.01(a).


 


“Governmental
Authority” means any federation, nation, state, sovereign or government, any federal, supranational, regional, state
or local political subdivision, any governmental or administrative body, instrumentality, department or agency or any court, administrative
hearing body, commission or other similar dispute resolving panel or body, and any other entity exercising executive, legislative,
judicial, regulatory or administrative functions of a government.


 


“HDGT
Supply Agreement” means that certain Supply Agreement entered into by GE and Baker Hughes, a GE company LLC, dated as
of the date hereof (as amended, modified or supplemented from time to time in accordance with its terms).


 




    Page 11


     


    

“Highly
Confidential Information” means Confidential Information of a Party: (i) (A) that is distributed only among a certain
limited set of individuals pursuant to such Party’s written data classification policy or guideline; and (B) that is appropriately
classified with the Party’s top level data classification pursuant to the terms of such Party’s written data classification
policy or guideline or (ii) where, if such Confidential Information is disclosed or used improperly, such disclosure would reasonably
be expected to have a material and adverse impact on such Party or any business unit thereof with respect to lost revenues, lost
profits, loss of trade secret value, reputational risk and/or any other material and adverse non-quantitative risks.


 


“Interest
Rate” means the prime rate published in the eastern edition of The Wall Street Journal or a comparable newspaper
if The Wall Street Journal shall cease publishing the prime rate, as of 11:00 a.m. (Eastern time) on each day during the
period for which interest is to be paid.


 


“Indemnified
Parties” means, as the case may be, the Party being indemnified, its Affiliates and Representatives, each of whom shall
be deemed a third-party beneficiary hereof.


 


“Intellectual
Property” means all the following whether arising under the Laws of the United States or of any other jurisdiction:
(i) patents, patent applications (including patents issued thereon), including reissues, divisions, continuations, continuations-in-part,
extensions and reexaminations thereof, and all rights therein provided by international treaties or conventions; (ii) copyrights
in works of authorship of any type (including copyrights in Software), mask work rights and design rights, whether or not registered,
and registrations and applications for registration thereof, and all rights therein provided by applicable international treaties
or conventions, all moral and common law rights thereto, and all other intellectual property rights associated therewith; (iii)
trade secrets; (iv) database, computer program and other digital media applications and registrations; and (v) all other industrial
and intellectual property rights arising from, or in respect to, Technology.


 


“IP
Cross-License Agreement” means that certain IP Cross-License 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 Baker Hughes.


 


“Law”
means 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.


 


“Local
Agreements” shall have the meaning set forth in Section 4.03.


 


“Long-Term
Ancillary Agreements” shall have the meaning ascribed to it in the Transaction Agreement.


 


“Losses”
means all losses, damages, costs, expenses, and liabilities actually suffered or incurred and paid (including reasonable attorneys’
fees).


 


“Mark
VIe Controls Products Upgrade Channel” has the meaning ascribed to such term in the Channel Agreement.


 




    Page 12


     


    

“Master
Agreement” means that certain Master Agreement, dated as of the date hereof (as it may be amended, supplemented or modified
from time to time), between GE, BHGE and Baker Hughes.


 


“Party”
means GE and Baker Hughes individually, and “Parties” means GE and Baker Hughes collectively, and, in each
case, their permitted successors and assigns.


 


“Portfolio
Reviews” shall have the meaning set forth in Section 3.09(a).


 


“POs”
means purchase orders issued by GE or Baker Hughes or any of their Affiliates to GE or Baker Hughes or any of their Affiliates,
as the case may be, for Umbrella Services or Additional Baker Hughes Provided Services, as the case may be, during the Term.


 


“Project”
means any specific research and development activities identified as a “Project” in the applicable GE Statement of
Work or Baker Hughes Statement of Work.


 


“Project
Leader” shall have the meaning set forth in Section 3.01(e)(v).


 


“Provider”
means the Party or its Subsidiary or Affiliate providing a service under this Agreement.


 


“Producer
Price Index” means the Producer Price Index as published by the United States Department of Labor, Bureau of Labor Statistics
or any substitute index hereafter adopted by the United States Department of Labor.


 


“R&D
Services” means the GE Provided R&D Services and the Baker Hughes Provided R&D Services, as applicable.


 


“R&D
Services Foreground IP” means the GE Provided R&D Services Foreground IP and Baker Hughes Provided R&D Services
Foreground IP, as applicable.


 


“R&D
Services Provider” means a Person providing R&D Services pursuant to this Agreement.


 


“R&D
Services Recipient” means a Person to which R&D Services are being provided pursuant to this Agreement.


 


“Recipient”
means the Party or its Subsidiary or Affiliate to whom a service under this Agreement is being provided.


 


“Representative”
of a Person means any director, officer, employee, agent, consultant, accountant, auditor, attorney or other representative of
such person.


 


“Schedule”
means each of Schedule 2.01(a)(i), Schedule 2.01(b), Schedule 2.01(c), Schedule 2.02(b), Schedule
3.01(c), Schedule 3.13(a), Schedule 3.13(d), Schedule 4.01(a), Schedule 4.01(b), Schedule 5.04(a),
Schedule 5.04(b), Schedule 5.04(c), Schedule 5.05(a), Schedule 5.05(b), and Schedule 5.06(g).


 




    Page 13


     


    

“Services”
means the GE Provided Services and/or the Baker Hughes Provided Services.


 


“Service
Charges” means Umbrella Service Charges, R&D Fees, Facility Costs, Collaboration Costs, Additional Service Fees
and the Corporate Assessment, as applicable.


 


“Shared
Manufacturing Arrangement” shall have the meaning set forth in Section 5.05(a).


 


“Software”
means computer software, programs and databases in any form, including (as applicable in context) source code, object code, operating
systems, specifications, data, database management code, utilities, graphical user interfaces, software engines, software platforms,
data formats, versions thereof, and related materials, documentation, developer notes, comments and annotations.


 


“Specified
BHGE Personnel” means employees of Baker Hughes’ Digital Solutions division that have confidential access as of
the date hereof to product documentation, product software, product support announcements and current requisition tools, in each
case, for the sole purpose of performing Baker Hughes obligations under the Mark VIe Control Products Upgrade Channel pursuant
to the Channel Agreement.


 


“Statement
of Work” means a GE Statement of Work or Baker Hughes Statement of Work, as applicable.


 


“Stockholders
Agreement” means that certain Stockholders 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.


 


“Supply
Agreement” means that certain Supply 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 Baker Hughes.


 


“Systems”
means, collectively, the GE or Baker Hughes Intranet, as applicable, or such other computer software (owned or licensed), networks,
hardware, technology or computer-based resources.


 


“Tax”
shall have the meaning ascribed to it in the Transaction Agreement.


 


“Taxing
Authority” means any Governmental Authority responsible for the administration or the imposition of any Tax.


 


“Technology”
means, collectively, designs, formulae, algorithms, procedures, methods, products, services, techniques, ideas, know-how, results
of research and development, Software, descriptions, flow-charts, documentation (including user manuals and other training documentation),
tools, data, inventions, apparatus, creations, improvements, works of authorship and other similar materials, and all recordings,
graphs, drawings, reports, analyses and other writings, and any other embodiments of the above, in any form whether or not specifically
listed herein.


 




    Page 14


     


    

“Technology
Access” means the Baker Hughes Provided Technology Access and the GE Provided Technology Access, as applicable.


 


“Technology
Center Agreement” means that certain agreement among General Electric Company’s China Technology Center in Shanghai,
China, General Electric Company’s John F. Welch Technology Center in Bangalore, India and SUEZ, a French société
anonyme.


 


“Term”
shall have the meaning set forth in Section 9.01(a).


 


“Termination
Charges” means any and all fees or expenses (which may include breakage fees, early termination fees or charges, or
minimum volume charges) owed to any unaffiliated third-party provider as a result of an early termination or reduction of a service
provided hereunder.


 


“Trademark
License Agreement” means that certain Trademark License 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.


 


“Transaction
Agreement” shall have the meaning ascribed to it in the Recitals.


 


“Trigger
Date” shall have the meaning ascribed to it in the Stockholders Agreement.


 


“TSA
Services” means Services in respect of the Facilities and each Umbrella Service designated on Schedule 2.01(b)
or Schedule 2.02(b) as terminable upon sixty (60) days’ prior written notice to the Provider of such Umbrella Service
of such termination.


 


“Umbrella
Service Charges” shall have the meaning set forth in Section 5.06(b).


 


“Umbrella
Services” means the GE Provided Umbrella Services and the Baker Hughes Provided Umbrella Services, as applicable.


 


Article
II



SERVICES and Duration


  


Section
2.01GE Services to be Provided. Subject to the terms and conditions of this Agreement,
and without limiting any other Services contemplated by this Agreement, GE shall provide (or cause to be provided) to the Baker
Hughes Entities the following services:


 


(a)       Administrative
Services and GE Provided Technology Access. GE shall continue the arrangements and processes in effect between GE or any of
its Affiliates or divisions (in each case excluding GE O&G), on the one hand, and GE Oil & Gas (“GE O&G”),
on the other hand, during the Baseline Period in providing to the Baker Hughes Entities (at the Baker Hughes Entities’ option),
during the Term, as supplemental (not as a replacement) to the Baker Hughes Entities’ existing service infrastructure, services
in each of the following areas:


 




    Page 15


     


    

(i)       both
(A) services as provided by GE’s Global Growth Organization to GE O&G during the Baseline Period and (B) general corporate
administrative services (in each case, as further described on Schedule 2.01(a)(i)) (collectively, the “Administrative
Services”); and


 


(ii)       GE
Provided Technology Access subject to Section 10.03(e) and the following:


 


(A)       any
of the GE Entities, upon request, shall automatically grant GE Provided Technology Access to any of the Baker Hughes Entities
hereunder as a CA Service provided in consideration of the Corporate Assessment, provided that: (x) granting such GE Provided
Technology Access involves a level of assistance in terms of time, effort and/or cost that has been provided during the ordinary
course of dealings between GE O&G and the GE Entities during the Baseline Period without the requirement for a written statement
of work, purchase order or similar documentation; and (y) granting such GE Provided Technology Access would not require such GE
Entity to provide or communicate Highly Confidential Information to such Baker Hughes Entity.


 


(b)       GE
Provided Umbrella Services. GE shall continue the service arrangements and processes in effect between GE or any of its Affiliates
or divisions (in each case excluding GE O&G), on the one hand, and GE O&G, on the other hand, during the Baseline Period
by providing to the Baker Hughes Entities (at the Baker Hughes Entities’ option and for the applicable Umbrella Service
Charge), during the Term, access to the service arrangements made available by GE or any of its Affiliates or divisions to GE
O&G during the Baseline Period as further described on Schedule 2.01(b) (the “GE Provided Umbrella Services”).


 


(c)       GE
Provided R&D Services. GE shall continue the arrangements and processes in effect between GE Global Research and GE O&G
during the Baseline Period by providing to the Baker Hughes Entities (at the Baker Hughes Entities’ option), during the
Term, GE Provided R&D Services as further described in Article III hereof. The technology research and development
services and arrangements between GE Global Research and GE O&G set forth on Schedule 2.01(c) that have been entered
into prior to the Closing Date shall survive in accordance with the terms thereof and shall be subject to Section 10.03(e)
if such substantially similar confidentiality is not otherwise provided therein.


 


(d)       Collaborations.If
granting the technology access to a Baker Hughes Entity does not fall into Section 2.01(a)(ii)(A) above, then such access
shall not be included as a CA Service provided in consideration for the Corporate Assessment and the relevant GE Entity and Baker
Hughes Entity shall use good faith efforts to reach agreement upon the terms of a Collaboration Agreement in accordance with Section
3.13, including, if necessary, proposing modifications to the proposed request in order to reach such agreement.


 


Section
2.02Baker Hughes Services to be Provided. Subject to the terms and conditions
of this Agreement, and without limiting any other Services contemplated by this Agreement, Baker Hughes shall provide (or cause
to be provided) to the GE Entities the following services:


 




    Page 16


     


    

(a)       Baker
Hughes Provided Technology Access. Subject to the terms and conditions of this Agreement, Baker Hughes shall provide (or cause
to be provided) to GE the Baker Hughes Provided Technology Access, subject to Section 10.03(f) and the following:


 


(A)       any
of the Baker Hughes Entities, upon request, shall automatically grant Baker Hughes Provided Technology Access to any of the GE
Entities, provided that: (x) granting such Baker Hughes Provided Technology Access involves a level of assistance in terms
of time, effort and/or cost that has been provided during the ordinary course of dealings between GE O&G and the GE Entities
during the Baseline Period without the requirement for a written statement of work, purchase order or similar documentation; and
(y) granting such Baker Hughes Provided Technology Access would not require such Baker Hughes Entity to provide or communicate
Highly Confidential Information to such GE Entity.


 


(b)       Baker
Hughes Provided Umbrella Services. Baker Hughes shall continue the service arrangements and processes in effect between GE
O&G, on the one hand, and GE or any of its Affiliates or divisions (in each case excluding GE O&G), on the other hand,
during the Baseline Period by providing to the GE Entities (at the GE Entities’ option and for the applicable Umbrella Service
Charge), during the Term, access to the service arrangements made available by GE O&G to GE or any of its Affiliates or divisions
(in each case excluding GE O&G) during the Baseline Period as further described on Schedule 2.02(b) (the “Baker
Hughes Provided Umbrella Services”).


 


(c)       Baker
Hughes Provided R&D Services. Baker Hughes, to the extent not prohibited by any third party agreement, shall provide to
the GE Entities (at the GE Entities’ option), during the Term, Baker Hughes Provided R&D Services as further described
in Article III hereof.


 


(d)Collaborations(e).
If granting the technology access to a GE Entity does not fall into Section 2.02(a)(A) above, then the relevant GE Entity
and Baker Hughes Entity shall use good faith efforts to reach agreement upon the terms of a Collaboration Agreement in accordance
with Section 3.13, including, if necessary, proposing modifications to the proposed request in order to reach such agreement.


 


Section
2.03Services in Effect on the Closing Date and Purchase Orders for Services.


 


(a)       Services
in Effect on the Closing Date. Effective as of the Closing Date, (i) GE shall be entitled to receive Baker Hughes Provided
Services (other than Baker Hughes Provided Collaboration Services and Baker Hughes Provided R&D Services) in accordance with
the processes, procedures and workflows in effect between GE O&G and GE during the Baseline Period and (ii) Baker Hughes shall
be entitled to receive the GE Provided Services (other than GE Provided Collaboration Services and GE Provided R&D Services)
in accordance with the processes, procedures and workflows in effect between GE O&G and GE during the Baseline Period.


 




    Page 17


     


    

(b)       Purchase
Orders from Baker Hughes to GE; Scheduling.


 


(i)       With
respect to each Additional GE Provided Service, Baker Hughes may submit, from time to time, a written request for service (including
a PO as applicable) to the GE Services Manager for the initiation of each such service. All such written requests shall contain
elements and specifications consistent with each Party’s past practice. Each such written request shall be deemed to incorporate
by reference the terms and conditions of this Agreement and be numbered and dated.


 


(ii)       Not
later than ten (10) Business Days following the GE Services Manager’s receipt of such a written request, the GE Services
Manager shall determine with the Baker Hughes Services Manager a service provision plan with respect to such Additional GE Provided
Service and the inception date for such service. In all respects, the Parties agree to cooperate in good faith in reasonably scheduling
the location, timing and dates for the Services. Baker Hughes agrees to use reasonable efforts to provide GE with as much advance
notice as is practicable regarding Baker Hughes’s scheduling needs.


 


(iii)       The
GE Entities (including, for the avoidance of doubt, GE Global Research) shall not discriminate between Baker Hughes, on the one
hand, and any other division or business of GE, on the other hand, in the scheduling of the provision of any GE Provided Service;
provided, that (A) nothing in this Agreement shall entitle Baker Hughes to any priority over other GE divisions and businesses
in such scheduling and (B) in the provision of any GE Provided Services pursuant to this Agreement provided by a division or business
unit of GE, such division or business or product unit of GE may give priority to its own product lines or businesses over Baker
Hughes in the scheduling of the provision of such GE Provided Service.


 


(c)       Purchase
Orders from GE to Baker Hughes; Scheduling.


 


(i)       With
respect to each Additional Baker Hughes Provided Service, GE may submit, from time to time, a written request for service (including
a PO as applicable) to the Baker Hughes Services Manager for the initiation of each such service. All such written requests shall
contain elements and specifications consistent with each Party’s past practice. Each such written request shall be deemed
to incorporate by reference the terms and conditions of this Agreement and be numbered and dated.


 


(ii)       Not
later than ten (10) Business Days following the Baker Hughes Services Manager’s receipt of a PO, the Baker Hughes Services
Manager shall determine with the GE Services Manager a service provision plan with respect to such Additional Baker Hughes Provided
Service and the inception date for such service. In all respects, the Parties agree to cooperate in good faith in reasonably scheduling
the location, timing and dates for the Services. GE agrees to use reasonable efforts to provide Baker Hughes with as much advance
notice as is practicable regarding GE’s scheduling needs.


 





 




    Page 18


     


    

(iii)       The
Baker Hughes Entities shall not discriminate between GE, on the one hand, and any division or business of Baker Hughes, on the
other hand, in the scheduling
of the provision of any Baker Hughes Provided Service; provided, that (A) nothing in this Agreement shall entitle GE to
any priority over any Baker Hughes divisions and businesses in such scheduling and (B) in the provision of any Baker Hughes Provided
Services pursuant to this Agreement provided by a division or business or product unit of Baker Hughes such division or business
or product unit may give priority to its own product lines or business units over GE in the scheduling of the provision of such
Baker Hughes Provided Services.


 


Section
2.04Duration of Services. Subject to the terms of this Agreement, each Provider
shall provide or cause to be provided to the applicable Recipients each Service until the date on which such Service is terminated
under Article IX hereof; provided, however, on and after the Change of Control Date, subject to Section 5.06 of
the Master Agreement, neither Party nor its Affiliates shall be obligated to provide any Service which, if provided, would result
in the breach of any third party contract necessary for the provision of such Service; provided, further, that the
Parties will work together in good faith to identify alternative approaches with respect to such Services not provided.


 


Section
2.05Additional GE Provided Services.


 


(a)After
the Closing Date, if Baker Hughes identifies a service that any GE Entity provided to the Business during the Baseline Period
that Baker Hughes reasonably needs in order for the Business to continue to operate in substantially the same manner in which
the Business operated during the Baseline Period, and such service was not included in Schedule 2.01(a)(i) or Schedule
2.01(b) (other than because the Parties agreed in writing that such service shall not be provided), then Baker Hughes and
GE shall negotiate in good faith to provide such requested service as an Umbrella Service (such additional services, the “Additional
GE Provided Services”). The Provider shall provide such Additional GE Provided Services to the Recipient as the GE Services
Manager and the Baker Hughes Services Manager can mutually agree in writing. In the event that the Parties reach an agreement
with respect to providing such Additional GE Provided Services, such Additional GE Provided Services shall be deemed Umbrella
Services hereunder and, accordingly, the Party requested to provide such Additional GE Provided Services shall provide such Additional
GE Provided Services, or cause such Additional GE Provided Services to be provided (following written agreement on any incremental
fees, if any, and termination date with respect to such Additional GE Provided Services), in each case, in accordance with the
terms and conditions of this Agreement. For the avoidance of doubt, the extension of the period of duration of any GE Provided
Service may be considered Additional GE Provided Services. For Additional GE Provided Services identified within twenty-four months
of Closing, GE will give due consideration to a request for a termination notice period of less than seven and a half (7.5) months.


 


(b)GE
shall give due consideration to a request by Baker Hughes for it to provide a service that GE provides to each of its other divisions
that is not provided to Baker Hughes because it was not a service provided to the Business during the Baseline Period.


 
  




    Page 19


     


    




Section
2.06Additional Baker Hughes Provided Services. After the Closing Date, if GE identifies
a service that the Business provided to GE during the Baseline Period that GE reasonably needs in order to continue to operate
in substantially the same manner in which it operated during the Baseline Period, and such service was not included in Schedule
2.02(b) (other than because the Parties agreed in writing that such service shall not be provided), then Baker Hughes and GE shall
negotiate in good faith to provide such requested service as an Umbrella Service (such additional services, the “Additional
Baker Hughes Provided Services” and together with the Additional GE Provided Services, the “Additional Services”).
The Provider shall provide such Additional Baker Hughes Provided Services to the Recipient as the Baker Hughes Services Manager
and the GE Services Manager can mutually agree in writing. In the event that the Parties reach an agreement with respect to providing
such Additional Baker Hughes Provided Services, such Additional Baker Hughes Provided Services shall be deemed Umbrella Services
hereunder and, accordingly, the Party requested to provide such Additional Baker Hughes Provided Services shall provide such Additional
Baker Hughes Provided Services, or cause such Additional Baker Hughes Provided Services to be provided (following written agreement
on any incremental fees, if any, and termination date with respect to such Additional Baker Hughes Provided Services), in each
case, in accordance with the terms and conditions of this Agreement. For the avoidance of doubt, the extension of the period of
duration of any Baker Hughes Provided Service may be considered Additional Baker Hughes Provided Services. For Additional Baker
Hughes Provided Services identified within twenty-four months of Closing, Baker Hughes will give due consideration to a request
for a termination notice period of less than seven and a half (7.5) months.


 


Section
2.07Limitations on the Provision of Services.


 


(a)       Notwithstanding
anything to the contrary set forth herein, GE shall not be required to provide or cause to be provided any Umbrella Service beyond
the scope (in terms of volume and quantity) and manner in which the Services were provided during the Baseline Period. Subject
to the terms and conditions hereof, the Parties shall cooperate in good faith to address the provision of Services in the event
of material changes in the Business from the Baseline Period.


 


(b)       Except
as expressly provided in the Transaction Agreement, in any Ancillary Agreement or any Long-Term Ancillary Agreement, unless required
in connection with the performance of or delivery of any Service, Baker Hughes shall cease using (and shall cause its employees
to cease using) any services made available by the GE Entities to the Business or their personnel prior to the Closing Date and
the GE Entities shall cease using (and shall cause their employees to cease using) any services made available by the Business
to the GE Entities or their personnel prior to the Closing Date.


 


Article
III



PERFORMANCE OF SERVICES


 


Section
3.01R&D Services and Statements of Work.


 


(a)       GE
Global Research and any Baker Hughes Entities may agree from time to time on certain GE Provided R&D Services to be provided
by GE Global Research to such Baker Hughes Entities in accordance with the terms and conditions of this Agreement and certain
statements of work issued by one or more Baker Hughes Entity and accepted by GE Global Research, or other written agreements or
correspondence (whether or not referring to this Agreement) to be entered into by or exchanged between GE Global Research and
such Baker Hughes Entities (each, a “GE Statement of Work”). 




 




    Page 20


     


      


(b)       Baker
Hughes and any GE Entities may agree from time to time on certain Baker Hughes Provided R&D Services to be provided by Baker
Hughes or its Affiliates to such GE Entities in accordance with the terms and conditions of this Agreement and certain statements
of work issued by one or more GE Entity and accepted by Baker Hughes, or other written agreements or correspondence (whether or
not referring to this Agreement) to be entered into by or exchanged between Baker Hughes and such GE Entities (each, a “Baker
Hughes Statement of Work”).


 


(c)       Nothing
in this Agreement shall be deemed to obligate a Party to enter into a Statement of Work.


 


(d)       The
applicable R&D Services Recipients and R&D Services Providers shall execute a separate Statement of Work for each Project.


 


(e)       All
Statements of Work must be in writing and signed by a duly authorized representative of each of the applicable R&D Services
Providers and R&D Services Recipients prior to the commencement of any R&D Services under such Statement of Work. Each
Statement of Work shall be: (i) deemed a separate agreement between the applicable R&D Services Providers and R&D Services
Recipients, and shall be an independent obligation from any other Statement of Work, (ii) deemed to incorporate by reference the
terms and conditions of this Agreement, and (iii) numbered and dated. Statements of Work may be in the form set forth in Schedule
3.01(c), and should contain the following elements:


 


(i)       a
statement of the scope and objective of the Project;


 


(ii)       a
detailed description of the R&D Services to be performed;


 


(iii)       identification
of the Deliverables and schedule for delivery;


 


(iv)       projected
total and annual funding levels for each identified Project, including the funding level for each R&D Services Recipient,
GE, Baker Hughes and/or any Governmental Authority and any specified funding limitations;


 


(v)       for
each identified Project, the name of the person designated by each Party (each, a “Project Leader”) to serve
on such Party’s behalf as the primary contact between the Parties for such Project;


 


(vi)       the
review and reporting requirements as described under Section 3.05.


 


(vii)       the
term of such Statement of Work, including any renewal options, termination rights and related notice periods;


 




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(viii)       the
personnel, services, material or other resources that the applicable R&D Services Recipients shall provide to enable or support
the R&D Services and any other obligations of such R&D Services Recipients;


 


(ix)       identification
of applicable export control and government security classifications for the Project(s);


 


(x)       a
statement identifying any Persons or business units that are co-sponsoring the applicable R&D Services under such Statement
of Work;


 


(xi)       provisions
for post-Project disposal, sale, or use of any equipment acquired for any Project(s);


 


(xii)       provisions
regarding ownership of R&D Services Foreground IP;


 


(xiii)       any
provisions regarding restrictions on the use of any Intellectual Property relevant to such Statement of Work, which shall limit
the licenses granted in Section 3.06 and shall control over any provisions related to Intellectual Property in any PO;
and


 


(xiv)       such
other provisions as are applicable to a specific Statement of Work (which may include representations, warranties and indemnification
provisions; provided that in such case, the Provider shall be entitled to adjust the price of such applicable R&D Services
to reflect any such risk allocation included in the Statement of Work.


 


(f)       The
relevant content of any research records, laboratory notebooks, technical reports, progress reports, invention records, meeting
minutes, and other similar business records arising in the course of performance of R&D Services under such Statement of Work
shall be owned by the party that owns the related R&D Services Foreground IP pursuant to the terms of this Agreement or such
Statement of Work, as applicable, to the extent that such business records are created during the term of this Agreement with
respect to R&D Services and relate solely to the provision of R&D Services. The R&D Services Provider may retain copies
of any such business records owned by a R&D Services Recipient following the expiration or termination of this Agreement,
subject in all respects to the confidentiality restrictions referenced in Article X.


 


(g)       In
the event of any conflict or inconsistency between the terms and conditions of this Agreement and the terms and conditions of
a Statement of Work, the terms and conditions of this Agreement shall prevail, unless a Statement of Work specifically references
the provisions of this Agreement that are inconsistent therewith (or it is reasonably apparent from the face of the Statement
of Work that such provisions were meant to be specifically referenced and were inadvertently not so referenced), in which case
the terms and conditions of such Statement of Work shall prevail. The Parties shall modify any provisions of this Agreement to
the extent necessary to comply with the local Laws of the jurisdiction in which such Statement of Work is executed or the local
Laws of the jurisdiction(s) where the R&D Services are rendered while reflecting, to the maximum extent possible, the intent
of the Parties reflected herein.


 




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(h)       The
Parties shall use reasonable efforts in good faith to reach agreement on Statements of Work for each calendar year during the
Term by November 1 of the prior calendar year, to facilitate the R&D Services Providers’ allocation of resources in
advance. Nothing in this Section 3.01(h) shall preclude the Parties from entering into mutually acceptable Statements of
Work at other times.


 


Section
3.02Project Change. If either a R&D Services Provider or a R&D Services
Recipient proposes changes in a Project, the R&D Services Providers and R&D Services Recipients for the applicable Statement
of Work shall discuss such changes, but no changes shall be binding unless mutually agreed upon in writing. If the applicable
R&D Services Providers and R&D Services Recipients do not agree to any changes proposed with respect to a given Project,
either the R&D Services Providers or the R&D Services Recipients may terminate that Project upon providing the other party
with at least forty-five (45) days’ prior written notice of their intention to terminate, provided that the R&D
Services Providers or the R&D Services Recipients, as applicable, shall reimburse the other party for any and all reasonable,
direct and documented costs of the early termination; provided, further that the R&D Services Providers and
the R&D Services Recipients shall exercise reasonable efforts in good faith to mitigate and reduce such costs, including applying
resources to other Projects, where feasible. Other than with respect to the foregoing right of termination, if the R&D Services
Recipients fail to agree on a change, the Project scope, funding, timing, and other items shall remain, and the R&D Services
shall proceed, as specified in the applicable Statement of Work.


 


Section
3.03Replacement of Project Leaders. Except as otherwise mutually agreed to in
writing in the applicable Statement of Work, each party to a Statement of Work may, in its sole discretion, appoint an adequately
qualified new or alternate Project Leader for each Project to manage its obligations hereunder. Each party to a Statement of Work
agrees to provide the other parties with written notification, in advance if practical, if and when such party appoints a new
or alternate Project Leader.


 


Section
3.04Subcontracting. A R&D Services Provider may (a) subcontract to a third
party that is not its Affiliate up to 15% of the R&D Services on any Statement of Work and (b) subcontract any amount of the
R&D Services on any Statement of Work to an Affiliate, in each case of (a) and (b), without the consent of the applicable
R&D Services Recipients; provided that such R&D Services Provider shall (i) ensure that R&D Services that it
subcontracts to a third party shall be provided in a manner and of a quality consistent with the R&D Services provided by
such R&D Services Provider, (ii) ensure that it will not subcontract to a third party any rights that conflict with any (x)
Intellectual Property ownership rights referenced in this Agreement or an applicable Statement of Work or (y) the confidentiality
restrictions referenced in Article X and (iii) in all cases remain primarily responsible for its obligations hereunder
with respect to the scope of the R&D Services, the standard for services as set forth in Article VI hereof and the
content of the R&D Services provided to the R&D Services Recipients.


 


Section
3.05Review and Reporting Requirements.


 


(a)       From
time to time as the Parties agree, R&D Services Providers shall hold technical Project reviews. The reporting requirements
for each Project shall be specified in the Statement of Work.


 




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(b)       The
following legal notice shall be affixed to each report furnished by GE Global Research to the Baker Hughes Entities hereunder
and resulting from this Agreement which may be distributed other than to the Baker Hughes Entities or GE Global Research:


 


“This
report was prepared by General Electric Company, acting through its Global Research Center (GE Global Research) as an account
of work sponsored in whole or in part by [General Electric Company and/or [Baker Hughes Entity]]. Information contained
in this report may include confidential technical information which is the property of [General Electric Company and/or [Baker
Hughes Entity]]. Neither General Electric Company, nor [Baker Hughes Entity], nor any person acting on their
behalf:


 


		(i)	makes
                                         any warranty or representation, express or implied, with respect to the use of any information
                                         contained in this report, or that the use of any information, apparatus, method, or process
                                         disclosed in this report may not infringe privately-owned rights; or



 


		(ii)	assumes
                                         any liabilities with respect to the use of, or for damages resulting from the use of,
                                         any information, apparatus, method, or process disclosed in this report.”



 


(c)       The
following legal notice shall be affixed to each report furnished by Baker Hughes or its applicable Affiliate to the GE Entities
hereunder and resulting from this Agreement which may be distributed other than to the GE Entities or Baker Hughes:


 


“This
report was prepared by Baker Hughes, acting through its applicable affiliate or division, as an account of work sponsored in whole
or in part by Baker Hughes and/or [GE Entity]. Information contained in this report may include confidential technical
information which is the property of Baker Hughes and/or [GE Entity]. Neither Baker Hughes, nor [GE Entity], nor
any person acting on their behalf:


 


		(i)	makes
                                         any warranty or representation, express or implied, with respect to the use of any information
                                         contained in this report, or that the use of any information, apparatus, method, or process
                                         disclosed in this report may not infringe privately-owned rights; or



 


		(ii)	assumes
                                         any liabilities with respect to the use of, or for damages resulting from the use of,
                                         any information, apparatus, method, or process disclosed in this report.”



 


Section
3.06License to Background IP and R&D Services Foreground IP. 


 


(a)       Baker
Hughes hereby grants and agrees to grant, and cause its Affiliates to grant and agree to grant, to the GE Entities a royalty-free,
fully paid-up, non-exclusive, limited right and license, with no right to sublicense (except pursuant to Section 3.04), to any
of its or their Background IP and R&D Services Foreground IP, in each case, that is Controlled by Baker Hughes
or its Affiliates, solely as applicable, to perform the GE Provided R&D Services to be provided by GE Global Research under
an applicable GE Statement of Work (whether or not listed in the applicable GE Statement of Work) for the term of such applicable
GE Statement of Work.


 




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(b)       GE
hereby grants and agrees to grant, and cause its Affiliates to grant and agree to grant, to the Baker Hughes Entities a royalty-free,
fully paid-up, non-exclusive, limited right and license, with no right to sublicense (except pursuant to Section 3.04),
to any of its or their Background IP and R&D Services Foreground IP, in each case, that is Controlled by GE or its Affiliates
solely, as applicable, to perform the Baker Hughes Provided R&D Services to be provided by the Baker Hughes Entities under
an applicable Baker Hughes Statement of Work (whether or not listed in the applicable Baker Hughes Statement of Work) for the
term of such applicable Baker Hughes Statement of Work.


 





Section
3.07Ownership of Intellectual Property.


 


(a)       Any
Intellectual Property created by or on behalf of a Provider or jointly by or on behalf of the Parties during the provision of
Technology Access and any Umbrella Services listed under the categories of “Engineering Services” or “IT”
under Schedule 2.01(b) or Schedule 2.02(b) shall be owned by such Provider.


 


(b)       Any
Intellectual Property developed in connection with a Collaboration shall be owned by the party specified in the applicable Collaboration
Agreement.


 


(c)       Ownership
of any R&D Services Foreground IP shall be agreed upon by the Parties in the applicable Statement of Work.


 


(d)       Any
Intellectual Property created during the provision of any Service (other than Technology Access, R&D Services, Collaboration
Services and any Umbrella Services listed under the categories of “Engineering Services” or “IT” under
Schedule 2.01(b) or Schedule 2.02(b)) by or on behalf of a Provider, (i) without joint inventorship by the Recipient,
shall be owned by such Provider and (ii) with joint inventorship by the Recipient, shall be owned jointly by such Provider and
Recipient.


 


Section
3.08Patent Prosecution and Costs. Unless otherwise agreed to in the relevant Statement
of Work and subject to Section 3.09, the designated owner of the R&D Services Foreground IP arising under a particular
Statement of Work shall have the option of preparing, filing, and prosecuting patent applications, and for maintaining all U.S.
and foreign patents and patent applications thereon, including the payment of any fees applicable to the foregoing. Each Party
shall be responsible for managing its own inventor remuneration program, if it so chooses to have one, including making any payments
due to its personnel in connection with any Intellectual Property developed in connection with the Services provided hereunder.
Each Party shall remain responsible for inventor remuneration required by local laws for its own inventors in connection with
any Intellectual Property developed in connection with the services provided hereunder.


 


Section
3.09Portfolio Reviews for R&D Services Foreground IP.


 




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(a)       The
Parties shall provide agreed reports no less than twice per year setting forth a review of the portfolio of R&D Services Foreground
IP (“Portfolio Reviews”). In each Portfolio Review report, the owner of each Docket of R&D Services Foreground
IP shall inform the other Party about whether it will: (i) prepare, file, prosecute, or maintain (including no longer accepting
responsibility for any such costs and fees), as the case may be, any patents or patent applications on that Docket of R&D
Services Foreground IP during the upcoming six (6)-month period; or (ii) make public, as part of a defensive publication or otherwise,
that Docket of R&D Services Foreground IP.


 


(b)       If
either Party decides to no longer prepare, file, prosecute or maintain, as the case may be, patents or patent applications based
on any R&D Services Foreground IP Dockets, the other Party shall have the option to prepare and/or assume ownership of such
patent or patent application, for no additional consideration to such first Party. If such other Party exercises this option and
acquires ownership of such patent or patent application, such first Party shall execute all documents reasonably required to vest
all of their right, title and control in the patent or patent application in such other Party, and shall deliver the relevant
dockets, invention disclosures, file wrappers, and similar materials for the transferred patent or patent application to such
other Party.


 


(c)       If
any Party decides to make public any R&D Services Foreground IP that is not the subject of a pending patent application, such
Party shall provide notice to the other Party and an opportunity for such other Party to remove any of its Confidential Information
from such public disclosure. Such other Party shall have ninety (90) days from receipt of such notice to respond. If such other
Party does not respond during such ninety (90) day period, the first Party’s public disclosure shall be deemed approved.


 


(d)       Without
limiting the generality of the foregoing ‎Section 3.09(a), Section 3.09(b) and Section 3.09(c),
each Party shall use their reasonable efforts in good faith to provide the other Party written notice of their intention not to
file, prosecute, or maintain any Docket of R&D Services Foreground IP at least ninety (90) days prior to any known statutory
bar dates, cut-off dates, abandonment dates, statutory office action response dates, hearings, or other equivalent deadlines set
by any United States or foreign court, or by U.S. Patent and Trademark Office or foreign equivalent office, with respect to such
docket.


 


Section
3.10License to Transferred R&D Services Foreground IP and Accessed Intellectual
Property. If a Party transfers ownership of any R&D Services Foreground IP under
Section 3.09 or any Intellectual Property that a Party is granted access to pursuant to this Agreement, such Intellectual
Property shall be licensed pursuant to the IP Cross-License Agreement. For the avoidance of doubt, nothing herein shall grant
the recipient of such technology access any broader rights to use the Intellectual Property or technology accessed therefrom than
the rights provided under the IP Cross-License Agreement.


 


Section
3.11Governmental Restrictions and Approvals; Certain Other Restrictions. The assignments,
restrictions and licenses contemplated in Section 3.06, Section 3.07, Section 3.10 and Section 3.13
of this Agreement shall be subject to any required Governmental Authority approvals, disclosures, restrictions or reservations,
including any of the foregoing that arise out of the funding of any Statement of Work, in whole or in part, by a Governmental
Authority. The Parties shall use reasonable efforts in good faith to obtain any and all such approvals that may be required and
to ensure any required disclosures are timely made. GE’s obligation to provide GE Provided R&D Services and services
pursuant to a Collaboration shall be subject to any restrictions set forth in the Technology Center Agreement.




 




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Section
3.12Third-Party IP. If a R&D Services Provider requires any license or other
rights to third-party Intellectual Property or Technology in order to provide R&D Services, such R&D Services Provider
shall notify the applicable R&D Services Recipients in writing as soon as practicable after such R&D Services Provider
identifies such a requirement. The Parties acknowledge and agree that there can be no assurance that such licenses or other rights
will be successfully obtained or obtained on acceptable terms and, where such licenses or other rights are identified after a
Statement of Work has been entered into, the applicable R&D Services Recipients and R&D Services Provider shall agree
to work together in good faith to resolve the issue, which may include changing the scope of or terminating such Statement of
Work.


 


Section
3.13Collaborations.


 


(a)       A
GE Entity, on the one hand, and a Baker Hughes Entity, on the other, may agree from time to time to enter into a Collaboration
pursuant to the terms of a Collaboration Agreement in a form substantially similar to the Collaboration Agreement set forth on
Schedule 3.13(a); provided that any research and technology collaboration with GE’s Digital division shall be governed
by the terms of the GE Digital Master Products and Services Agreement. Collaboration Agreements should contain the following elements:


 


(i)       projected
total and annual funding levels for the collaboration, including the funding level for any Baker Hughes Entity, GE Entity and/or
any Governmental Authority and any specified funding limitations;


 


(ii)       provisions
regarding ownership of Intellectual Property developed in connection with the collaboration;


 


(iii)       if
applicable, provisions regarding restrictions on the use of any Intellectual Property relevant to such Collaboration Agreement
which shall limit the licenses granted in this Section 3.13;


 


(iv)       if
applicable, provisions regarding additional protections for Highly Confidential Information;


 


(v)       the
term of such Collaboration Agreement, including any renewal options, termination rights and related notice periods; and


 


(vi)       such
other provisions as are applicable to a specific Collaboration Agreement (which may include representations, warranties and indemnification
provisions; provided that in such case, the Provider shall be entitled to adjust the price of such applicable Collaboration
Services to reflect any such risk allocation included in the Collaboration Agreement.


 




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(b)       Baker
Hughes hereby grants and agrees to grant, and cause its Affiliates to grant and agree to grant, to the GE Entities a royalty-free,
fully paid-up, non-exclusive, limited right and license, with no right to sublicense, to any of its or their Background IP that
is Controlled by the Baker Hughes or its Affiliates, solely as applicable, to perform the obligations of the GE Entities under
the applicable Collaboration Agreement.


 


(c)       GE
hereby grants and agrees to grant, and cause its Affiliates to grant and agree to grant, to the Baker Hughes Entities a royalty-free,
fully paid-up, non-exclusive, limited right and license, with no right to sublicense, to any of its or their Background IP that
is Controlled by the GE or its Affiliates, solely as applicable, to perform the obligations of the Baker Hughes Entities under
the applicable Collaboration Agreement.


 


(d)       The
Parties have entered into the Collaboration Agreements listed on Schedule 3.13(d) prior to the Closing Date which shall
be governed by the terms and conditions of this Agreement.


 


(e)       In
the event of any conflict or inconsistency between the terms and conditions of this Agreement and the terms and conditions of
a Collaboration Agreement, the terms and conditions of this Agreement shall prevail, unless a Collaboration Agreement specifically
references the provisions of this Agreement that are inconsistent therewith (or it is reasonably apparent from the face of the
Collaboration Agreement that such provisions were meant to be specifically referenced and were inadvertently not so referenced),
in which case the terms and conditions of such Collaboration Agreement shall prevail. The Parties shall modify any provisions
of this Agreement to the extent necessary to comply with the local Laws of the jurisdiction in which such Collaboration Agreement
is executed or the local Laws of the jurisdiction(s) where the provisions of such agreement are performed while reflecting, to
the maximum extent possible, the intent of the Parties reflected herein.


 


Section
3.14Reservation of Rights.


 


(a)       All
rights not expressly granted by a Party or its Affiliates hereunder are reserved by such Party and its Affiliates. Without limiting
the generality of the foregoing, the Parties and their Affiliates expressly acknowledge that nothing contained herein, including,
for the avoidance of doubt, any GE Provided Technology Access and Baker Hughes Provided Technology Access, shall be construed
or interpreted as a grant, by implication or otherwise, of any rights or licenses other than the rights and licenses expressly
set forth in this Article III. The rights and licenses granted in this Article III are subject to, and limited by, any
and all licenses, rights, limitations and restrictions with respect to the applicable Intellectual Property or Technology that
have been previously granted to or otherwise obtained by any third party prior to the time such Intellectual Property or Technology
is assigned or licensed hereunder.


 


(b)       Except
as expressly contemplated in any of the other Long-Term Ancillary Agreements, the Parties acknowledge and agree that the terms
and conditions of this Agreement do not extend to, or grant rights to either Party under, any of the other Long-Term Ancillary
Agreements and any additional agreements entered into thereunder, including the GE Digital Master Products and Services Agreement.


 




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(c)       Notwithstanding
anything herein to the contrary, this Agreement shall not require GE Digital LLC to provide any Services to the Baker Hughes Entities
nor contemplates any access to GE Digital’s Intellectual Property or Technology by the Baker Hughes Entities, and the only
Services to be provided by GE Digital and access to such of its assets shall be pursuant to the GE Digital Master Products and
Services Agreement.


 


Article
IV



OTHER ARRANGEMENTS


 


Section
4.01Intercompany Service Managers.


 


(a)       GE
hereby appoints and designates the Intercompany Service Manager, or Managers as the case may be, as indicated in Schedule 4.01(a)
(the “GE Services Manager”), who will be directly responsible for coordinating and managing the delivery
of the GE Provided Services and receipt of the Baker Hughes Provided Services, and have authority to act on GE’s behalf
with respect to matters relating to this Agreement. The GE Services Manager will work with the personnel of the GE Entities to
periodically address issues and matters raised by Baker Hughes relating to this Agreement.


 


(b)       Baker
Hughes hereby appoints and designates the Intercompany Service Manager, or Managers as the case may be, as indicated in Schedule
4.01(b) (the “Baker Hughes Services Manager”), who will be directly responsible for coordinating and managing
the receipt of the GE Provided Services and delivery of the Baker Hughes Provided Services, and have authority to act on Baker
Hughes’s behalf with respect to matters relating to this Agreement. The Baker Hughes Services Manager will work with the
personnel of Baker Hughes to periodically address issues and matters raised by GE relating to this Agreement.


 


(c)       Notwithstanding
the requirements of Section 10.06, all communications from (i) Baker Hughes to GE or (ii) GE to Baker Hughes pursuant to
this Agreement regarding material matters (including disputes) that arise with respect to the Services shall be made through the
GE Services Manager or the Baker Hughes Services Manager, as applicable, or such other individual or individuals as specified
by the GE Services Manager or the Baker Hughes Services Manager, in writing and delivered to GE or Baker Hughes, as applicable,
by email with receipt confirmed. Each Party agrees to notify the other Party of the appointment of a different GE Services Manager
or Baker Hughes Services Manager, as applicable, if necessary, in accordance with Section 10.06.


 


Section
4.02Software and Software Licenses.


 
  




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(a)       If
and to the extent requested by a Party, the other Party shall use its reasonable efforts in good faith to assist such first
Party in its efforts to obtain licenses (or other appropriate rights) to use, duplicate and distribute, as necessary, certain
Software necessary for a Provider to provide, or a Recipient to receive, Services; provided, however, that such
first Party shall identify the specific types and quantities of any such Software licenses; provided, further,
that the other Party shall not be required to pay any fees or other payments or incur any obligations to enable such first
Party to obtain any such license or rights in addition to the fees and payments payable by the other Party in respect of any
non-seat based enterprise-wide licenses as of the Closing Date; and provided, further, that the other Party
shall not be required to seek broader rights or more favorable terms for such first Party than those applicable to GE or
Baker Hughes, as the case may be, prior to the Closing Date or as may be applicable to GE or Baker Hughes from time to time
hereafter. The Parties acknowledge and agree that there can be no assurance that GE’s or Baker Hughes’s efforts
will be successful or that GE or Baker Hughes will be able to obtain such licenses or rights on acceptable terms or at all
and, where GE or Baker Hughes enjoys rights under any enterprise, site or similar license grant, the Parties acknowledge that
such license typically precludes partial transfers or assignments or operation of a service bureau.


 


(b)       With
respect to the provision of any GE or Baker Hughes internal tools or Software (internal or third-party), both Parties will be
required to comply with any and all data configuration requirements or modifications applied to all GE or Baker Hughes businesses
as directed by GE or Baker Hughes, as applicable. Subject to Section 6.04(b), neither Party will be required to maintain
any internal or third-party Software or tools should it (or its businesses) migrate to new programs.


 


Section
4.03Local Implementing Agreements. The Parties recognize and agree that there
may be a need to document the Services in various jurisdictions outside of the United States from time to time. The Parties shall
enter into, or cause their respective Affiliates to enter into, local implementing agreements (“Local Agreements”)
for Services in such jurisdictions, countries or geographical regions as a Party may reasonably request from time to time. Without
limiting the generality of the foregoing, should there be any conflict between any term or condition of a Local Agreement and
this Agreement, the terms and conditions of this Agreement shall prevail. The Parties agree to cooperate in implementing any such
Local Agreement in a manner that does not subject a Provider to income Taxes in a jurisdiction other than those jurisdictions
under the laws of which such Provider is organized or is, before the implementation of such Local Agreement, a Tax resident.


 


Section
4.04Corporate Policies.


 


(a)       GE
shall provide Baker Hughes with access to, and hereby grants Baker Hughes the right to use, those corporate policies and manuals
(excluding manuals for products or technology) published on the GE Intranet or listed in Schedule 2.01(a) and Schedule
2.01(b) (collectively, the “GE Materials”). Baker Hughes may create materials based on the GE Materials
for distribution to employees, suppliers and customers of Baker Hughes for use in the operation of the Business in substantially
the same manner as such materials were used during the Baseline Period. It is understood and agreed that GE makes no representation
or warranty, express or implied, as to the accuracy or completeness of the GE Materials or as to the suitability of the GE Materials
for use by Baker Hughes in respect of its business, the Business or otherwise.


 


(b)       Notwithstanding
the foregoing, the text of any materials based upon the GE Materials created by Baker Hughes on behalf of its business or the
Business (the “Baker Hughes Materials”) may not contain any references to GE except to the extent licensed
under the terms of the Trademark License Agreement entered into under the terms of the Transaction Agreement.




 




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(c)       Subject
to the restrictions set forth in Section 4.04a) and Section 4.04(b), Baker Hughes’s rights to create and use
materials based on GE Materials granted pursuant to this Section 4.04 are perpetual and shall survive expiration or termination
of this Agreement.


 


Section
4.05Limitations with Respect to the GE Materials.


 


(a)       GE
shall have no obligation (i) to notify Baker Hughes of any changes or proposed changes to any of the GE Materials, (ii) to include
Baker Hughes in any consideration of proposed changes to any of the GE Materials, (iii) to provide draft changes of any of the
GE Materials to Baker Hughes for review and comment or (iv) to provide Baker Hughes with any updated materials relating to any
of the GE Materials. Baker Hughes acknowledges and agrees that, except as expressly set forth above and as between the Parties,
GE reserves all rights in, to and under, including all Intellectual Property rights with respect to, the GE Materials and no rights
with respect to ownership or use, except as otherwise expressly provided herein, shall vest in Baker Hughes. Baker Hughes shall
own all Baker Hughes Materials created in accordance with the terms of this Agreement. Further, Baker Hughes agrees to take reasonable
efforts to ensure that the GE Materials are not used for any purpose other than the purposes set forth above, provided,
that Baker Hughes shall only be required to take those actions it would consider advisable with respect to protecting the use
of Baker Hughes’s proprietary or sensitive business materials of a similar nature. In the event that GE determines that
Baker Hughes has not materially complied with some or all of its obligations with respect to any or all of the GE Materials, GE
may terminate Baker Hughes’s rights with respect to such GE Materials upon written notice to Baker Hughes if such material
non-compliance remains uncured for a period of thirty (30) days after receipt by Baker Hughes of a written notice thereof from
GE and, in such case, GE shall be entitled to require any such GE Materials in Baker Hughes’s possession and control to
be returned to GE or destroyed (with such destruction certified in writing to GE) promptly after such termination.


 


(b)       If
Baker Hughes determines to cease to avail itself of any of the GE Materials referred to in this Article IV or upon termination
of any period during which Baker Hughes is permitted to use any of the GE Materials pursuant to Section 4.05(a), GE and
Baker Hughes shall cooperate in good faith to take reasonably appropriate actions to effectuate such determination or termination
and protect GE’s rights and interests in the GE Materials. For the avoidance of doubt, Baker Hughes shall be permitted to
use, in perpetuity, any Baker Hughes Materials created in accordance with the terms of this Agreement.


 


Article
V



ADDITIONAL AGREEMENTS


 


Section
5.01System Resources and Security.


 





 




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(a)       Except
as otherwise expressly provided in the Transaction Agreement, in any Ancillary Agreement, or any Long-Term Ancillary Agreement,
or unless required in connection
with the performance of or delivery of a Service, each Party shall have the discretion to determine whether to provide to the
other Party access and connectivity to the Intranet of such first Party and other owned or licensed Software, networks, hardware
or technology of such first Party and its Affiliates or computer-based resources which require a password or are available on
a secured access basis. Each Party shall ensure that such access shall be used by such personnel only for the purposes contemplated
by, and subject to the terms of, this Agreement, or as otherwise determined by the Parties, and shall access and use only those
Systems for which such Party has been granted the right to access and use. In the event that any Service is terminated, the applicable
Party’s access to the System required solely in connection with the performance of or delivery of such terminated Service
shall also be terminated.


 


(b)       If,
at any time, a Party determines that any of its personnel has sought to circumvent, or has circumvented, the other Party’s
or its Affiliates’ system security policies, procedures and requirements, or that any of its unauthorized personnel has
accessed the Systems, or that any of its personnel has engaged in activities that may lead to the unauthorized access, use, destruction,
alteration or loss of data, information or Software of the other Party, such first Party shall promptly terminate any such person’s
access to the Systems and immediately notify the GE Services Manager or Baker Hughes Services Manager, as applicable. In addition,
each Party shall have the right to deny personnel of the other Party access to its Systems upon notice to the other Party in the
event that such first Party reasonably believes that such personnel have engaged in any of the activities set forth above or otherwise
pose a security concern. Each Party shall use its reasonable efforts in good faith to cooperate with the other Party in investigating
any apparent unauthorized access to the Systems. GE and Baker Hughes agree to use their respective reasonable efforts in good
faith to cooperate and fully implement the provisions of this Section 5.01 promptly.


 


(c)       In
the event of a cyber incident for which a Party reasonably believes its Intranet or other information technology-related resources
have been or could be compromised by a malicious threat actor, the other Party agrees that such first Party may take all steps
it deems necessary and/or advisable in its sole and absolute discretion to remediate the cyber incident, including termination
of or blocking the other Party’s, its Affiliates’ and its and their personnel’s access and connectivity to the
Intranet or such other information technology-related resources. If a Party reasonably believes any of the other Party’s,
its Affiliates or its or their personnel has failed to comply with the security guidelines of such first Party and its Affiliates,
the other Party agrees that such first Party may, upon notice to the other Party describing such non-compliance, block the other
Party’s access and connectivity to the Intranet or such other information technology-related resources until such time as
the other Party has remedied such non-compliance in a manner satisfactory to such first Party in its sole discretion.


 


(d)       In
the event that any Deliverable under this Agreement includes executable binary code (other than in the ordinary course of the
performance of information technology Services and with respect to any Statement of Work), GE or Baker Hughes, as applicable,
shall have the right to conduct a cybersecurity assessment of the applicable Deliverables, intended to identify potential cybersecurity
vulnerabilities in such Deliverables.


 


Section
5.02Access.


 




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(a)       Baker
Hughes shall, and shall cause its Affiliates to, allow GE and its Representatives reasonable access to the facilities of Baker
Hughes necessary for GE to fulfill its obligations under this Agreement.


 


(b)       GE
shall, and shall cause its Affiliates to, allow Baker Hughes and its Representatives reasonable access to the facilities of GE
necessary for Baker Hughes to fulfill its obligations under this Agreement.


 


(c)       Notwithstanding
the other rights of access of the Parties under this Agreement, each Party shall, and shall cause its Affiliates to, afford the
other Party, its Affiliates and its Representatives, following not less than ten (10) Business Days’ prior written notice
from the other Party, reasonable access during normal business hours to the facilities, information, systems, infrastructure,
and personnel of the relevant Providers as reasonably necessary for the other Party to verify the adequacy of internal controls
over information technology, reporting of financial data and related processes employed in connection with the Services, including
in connection with verifying compliance with Section 404 of the Sarbanes-Oxley Act of 2002; provided, however, such access shall
not unreasonably interfere with any of the business or operations of such Party or its Affiliates.


 


Section
5.03GE and Baker Hughes Global Services Contracts.


 


(a)       Notwithstanding
Section 6.02 of the Transaction Agreement, following the Closing Date, each Party shall, as mutually agreed, (i) allow and cause
the other Party to continue as a participating party under all GE Global Services Contracts or Baker Hughes Global Services Contracts
(that do not by their terms automatically terminate as to the other Party as a result of the Closing), as applicable, with the
same benefits and obligations as GE O&G, Baker Hughes or GE, as applicable, had in respect of such GE Global Services Contracts
or Baker Hughes Global Services Contracts, as applicable, during the Baseline Period and (ii) cooperate with the other Party to
approach each third-party counterparty to a GE Global Services Contract or Baker Hughes Global Services Contract, as applicable,
in respect of which, the other Party, as of the Closing Date, may not qualify for continued participation, to allow for the other
Party’s continued participation under such GE Global Services Contract or Baker Hughes Global Services Contract, as applicable,
in accordance with the terms thereof, in each case, without further payment or consideration by the GE Entities or Baker Hughes
Entities, as applicable, for such continued participation by the other Party.


 


(b)       GE’s
or Baker Hughes’s obligation to pay any amount under this Section 5.03 in respect of any GE Global Services Contract
or Baker Hughes Global Services Contract, as applicable, shall be determined consistent with the methodology applied in respect
of GE’s, GE O&G’s or Baker Hughes’s participation, as applicable, during the Baseline Period, and each Party’s
participation shall constitute an Umbrella Service for purposes of this Agreement.


 


Section
5.04Shared Facilities.


 





 




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(a)       GE
hereby grants to Baker Hughes a limited license to use and access space at certain facilities and to continue to use certain equipment
located at such facilities (including use of office security and badge services) (the “GE Facilities”), for
substantially the same
purposes as used in the Business during the Baseline Period. Baker Hughes hereby grants, or shall cause one or more of its Affiliates
to grant, to GE a limited license to use and access space at certain facilities and to continue to use certain equipment located
at such facilities (including use of office security and badge services) (the “Baker Hughes Facilities”), for
substantially the same purposes as used by the GE Entities other than the Business during the Baseline Period. For the avoidance
of doubt, at each of the GE Facilities and the Baker Hughes Facilities, GE and Baker Hughes, as the case may be, shall, in addition
to providing access and the right to use such facilities, provide to the personnel of GE and Baker Hughes, as the case may be,
substantially all ancillary services that are provided as of Closing Date to its own employees at such facility, as well as such
additional services as it may provide from time to time if the same are requested and agreed, such as, by way of example and not
limitation, reception, general repair and maintenance (subject to the immediately following sentence), janitorial, security (subject
to the immediately following sentence), mail delivery and telephony services, access to duplication, facsimile, printing and other
similar office services, and use of cafeteria, breakroom, restroom and other similar facilities. Unless otherwise expressly agreed
by the Parties, such ancillary services (i) shall not include research and development services or medical services and (ii) shall
only include (A) in the case of security, those services provided in connection with shared areas of a GE Facility or a Baker
Hughes Facility, as the case may be, it being understood that the Provider shall not provide security services to Recipient-specific
areas of the Provider’s facility (to the extent that it is reasonably practicable for Recipient to provide such services
with respect to any such Recipient-specific area) or security passes that permit entrance to Provider-specific areas of Recipient’s
facility and (B) in the case of maintenance services, those services historically provided that are general in nature and
within the scope of customary maintenance of ordinary wear and tear.


 


(b)       [Intentionally
omitted].


 


(c)       The
Parties shall permit only their authorized Representatives, contractors, invitees or licensees, to use the Baker Hughes Facilities
and GE Facilities (collectively, the “Facilities”), as applicable, except as otherwise permitted by the other
Party in writing. If GE or Baker Hughes desires that the other should vacate a Facility, or GE or Baker Hughes desire to vacate
a facility, the other party shall be consulted as soon as reasonably practicable following such decision, and its views taken
into consideration in good faith. Notwithstanding the fact that the Parties are occupying each other’s Facilities pursuant
to a license, the Parties agree that such license is coupled with an interest and each Party waives the right to terminate such
license at will. Instead, the Parties shall jointly develop a timeline to vacate the Facility, which timeline shall consider any
lease expiration date in each case, as set forth in Section 5.06 of the Master Agreement. Each Party shall, and shall cause its
respective Affiliates, Representatives, contractors, invitees or licensees to, vacate the other Party’s Facilities at or
prior to the earlier of (i) the agreed date and (ii) the termination of such Service pursuant to Article IX hereof, and
shall deliver over to the other Party or its Affiliates, as applicable, the Facilities in the same repair and condition at that
date as on the Closing Date, ordinary wear and tear excepted; provided, however, that in the event that the third-party
lease for a Facility specifies otherwise, the Party vacating a Facility shall deliver over such Facility in such repair and condition
(consistent with Recipient’s past practices and taking into account the date that the Party began its occupation of such
Facility) as set forth in the third-party lease. All tangible Baker Hughes assets that are located at a GE Facility shall be removed
from such property at Baker Hughes’s


 




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expense
and in a manner so as not to unreasonably interfere with the operations of GE and to not cause damage to such property or any
facility located thereon. All tangible GE assets that are located at a Baker Hughes Facility shall be removed from such property
at GE’s expense and in a manner so as not to unreasonably interfere with the operations of Baker Hughes and to not cause
damage to such property or any facility located thereon.


 


(d)       In
addition to the access rights provided under Section 5.02 hereof, the Parties or their Affiliates, or the landlord in respect
of any third-party lease, shall have reasonable access to their respective Facilities from time to time as reasonably necessary
for the security and maintenance thereof in accordance with past practice and the terms of any third-party lease agreement, if
applicable. To the extent that the Recipient is not insured in respect of a specific liability coverage pursuant to the GE corporate
insurance program, the Recipient agrees to maintain commercially appropriate and customary levels (consistent with Recipient’s
past practices and in no event less than what is required by the landlord under the relevant lease agreement) of property and
liability insurance in respect of the Facilities they occupy and the activities conducted thereon and to be responsible for, and
to indemnify and hold harmless the Provider in accordance with Article VII hereof (and subject to the limitations set forth
in Article VII) in respect of, the acts and omissions of its Representatives, contractors, invitees and licensees. EACH
PARTY HEREBY WAIVES ALL RIGHTS OF RECOVERY, CLAIMS AND CAUSES OF ACTION AGAINST THE OTHER AND THEIR AFFILIATES FOR ANY LOSS OR
DAMAGE THAT MAY OCCUR TO THE REAL OR PERSONAL PROPERTY OF SUCH PARTY BY REASON OF FIRE, THE ELEMENTS OR ANY OTHER CAUSE THAT COULD
BE INSURED AGAINST UNDER THE TERMS OF A STANDARD POLICY OF PROPERTY INSURANCE AND FOR ANY LOSSES COVERED BY WORKERS’ COMPENSATION
LAWS AND BENEFITS, REGARDLESS OF CAUSE OR ORIGIN, INCLUDING, WITHOUT LIMITATION, THE NEGLIGENCE OF THE OTHER PARTY, ITS AGENTS,
OFFICERS, DIRECTORS EMPLOYEES AND CONTRACTORS.


 


(e)       Each
of the Parties shall, and shall cause its Affiliates, Representatives, contractors, invitees and licensees to, comply with (i)
all Laws applicable to their use or occupation of any Facility including those relating to environmental and workplace safety
matters, (ii) the Party’s applicable site rules, regulations, policies and procedures, and (iii) any applicable requirements
of any third-party lease governing any Facility. The Parties shall not make, and shall cause their respective Affiliates and Representatives,
contractors, invitees and licensees to refrain from making, any material alterations or improvements to the Facilities except
with the prior written approval of the other Party or its Affiliates, as applicable, which consent shall not be unreasonably withheld,
conditioned or delayed. The Parties shall provide heating, cooling, electricity and other utility services for the respective
Facilities substantially consistent with levels provided immediately prior to the Closing Date.


 


(f)       The
rights granted pursuant to this Section 5.04 shall be in the nature of a license and shall not create a leasehold (or right
to grant a sublicense or sub-leasehold to any unaffiliated third party) or other estate or possessory rights in Baker Hughes or
GE, or their respective Affiliates, Representatives, contractors, invitees or licensees, with respect to the Facilities.


 




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(g)       To
the extent included in the pricing methodology for such Facility or any applicable provision of the relevant lease, if any, the
owner or lessee of each Facility will be responsible for (i) payment of all property taxes and special assessments, (ii) payment
of any taxes on rental income, and (iii) making any alterations or repairs required by any insurer or required to comply with
laws, codes and ordinances, including, without limitation, building codes, fire codes and accessibility laws, except only to the
extent that such alterations or repairs are triggered by unrelated work being performed by the Party to which the license to occupy
is granted.


 


(h)       The
Parties intend that the use of the GE Facilities and the Baker Hughes Facilities shall be governed by the terms of this Agreement
for such period as determined pursuant to the Facilities timeline developed in accordance with Section 5.04(c), and any
existing lease between any GE Entity and GE O&G is hereby terminated and of no further force or effect. If continued use and
access of a Facility is needed pursuant to such Facilities timeline significantly beyond twenty-four (24) months from the date
of this Agreement, or earlier as determined by the current lease expiration date of a leased Facility, the Parties shall enter
into leases, with regard to owned Facilities or subleases, with regard to leased Facilities (to the extent permitted under the
terms of any lease covering the relevant GE-leased or Baker Hughes-leased Facility) or other arrangements as promptly as possible
to grant GE or Baker Hughes, as applicable, the same access to the Facilities as GE or Baker Hughes, as applicable, was being
provided immediately prior to the twenty-four (24) month anniversary of this Agreement, in each case, on terms mutually agreed
by the parties in accordance with the terms of any master lease (if any). This Agreement shall continue in effect with regard
to any such Facility beyond the initial twenty-four (24) months while GE and Baker Hughes are negotiating a lease, sublease or
other arrangement concerning such Facility, pursuant to the Facilities plan agreed in accordance with Section 5.04(c).
Upon the entry into any such lease, sublease or other arrangement with respect to a Facility, this Agreement, including any obligation
to pay Facility Costs under this Agreement, shall terminate with respect to such Facility and all ongoing obligations of the tenant
or subtenant shall be as expressly provided under the terms of such lease, sublease or other arrangement. Each such Facility arrangement
or related sublease shall constitute a GE Provided Facility Service or Baker Hughes Provided Facility Service, as applicable,
for purposes of this Agreement.


 


(i)       Notwithstanding
anything to the contrary contained in this ‎Section 5.06, neither party shall be obligated to
compensate any third party, commence or participate in any Action or offer or grant any accommodation (financial or otherwise,
including any accommodation or arrangement to be bound by any obligation or, except in the case of a sublease, remain secondarily
or contingently liable for any liability) to any third party in respect of any necessary third party consent or approval or any
sublease arrangement.


 


Section
5.05Shared Manufacturing Arrangements; Financial Services.


 


(a)       With
respect to a mutual determination by the Parties following the Closing Date to continue an arrangement for the production of any
equipment or component part on a manufacturing line that is shared by one or more GE Entities, on the one hand, and one or more
Baker Hughes Entities, on the other hand, in each case set forth on Schedule 5.05(a) (each, a “Shared Manufacturing
Arrangement”), such Shared Manufacturing Arrangements shall continue in accordance with the terms of Section 5.06 of
the Master Agreement, and each such Shared Manufacturing Arrangement shall constitute an Umbrella Service for purposes of this
Agreement.




 




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(b)       With
respect to a mutual determination by the Parties following the Closing Date to continue an arrangement for accounts payable and
accounts receivable factoring programs between one or more GE Entities, on the one hand, and one or more Baker Hughes Entities,
on the other hand, in each case set forth on Schedule 5.05(b) (each, a “Factoring Arrangement”), such
Factoring Arrangement shall continue in full force and effect, notwithstanding Section 6.02 or 7.04 of the Transaction Agreement,
and the fees in respect of such Factoring Arrangements shall be calculated on the same basis and methodology as provided under
the related Factoring Arrangement, and each such Factoring Arrangement shall constitute an Umbrella Service for purposes of this
Agreement.


 


Section
5.06Costs and Disbursements.


 


(a)       CA
Services Costs. Except as otherwise provided in this Agreement, the CA Services shall be provided to the Recipient in consideration
for the quarterly payment of the annual Corporate Assessment. The Corporate Assessment shall be fixed at a price of $55 million
annually until December 31, 2018. Thereafter, the Corporate Assessment shall be reduced to $27.5 million per year, and shall be
prorated on a monthly basis for the applicable portion of such year that the CA Services have been provided. The obligation of
Baker Hughes to pay the Corporate Assessment shall terminate ninety (90) days following the Trigger Date. For the avoidance of
doubt, (i) the Corporate Assessment shall not include (and the Recipient shall be liable for) costs and expenses incurred by the
Recipient arising from its use of the services or the product thereof after the services are performed by the Provider to the
same extent the Recipient had provided itself such service (e.g., the cost incurred by the Recipient to maintain and transact
out of a bank account, after the bank account is opened by the Provider on behalf of the Recipient) including any reasonable third-party
costs (in each case calculated without markup or margin) that arise in connection with the provision of an Administrative Service
and is consistent, to the extent practicable and in compliance with Law, with the past practice of GE in providing such Administrative
Service during the Baseline Period; provided that, prior to the Trigger Date, GE shall use its commercially reasonable efforts
(such efforts not to include making any payments or accommodations) to obtain all consents and approvals from third-party vendors
to ensure that BHGE continues to receive the GE Provided Services, and if any such approval or consent cannot be obtained, to
secure an alternative arrangement reasonably satisfactory to BHGE and (ii) the Corporate Assessment shall be payable regardless
of whether a PO is made.


 


(b)       Umbrella
Services Costs. Except as otherwise provided in this Agreement, a Recipient of Umbrella Services shall pay to the Provider
of such Umbrella Services a fee based on actual usage of each Umbrella Service by the Recipient and priced equal to the cost to
the Provider of providing such Umbrella Service (calculated without markup or margin) but, in any event, consistent with past
practices (and, if applicable, as reflected in the GE O&G Financial Statements); provided that any GE Provided Umbrella
Services listed under the category “Engineering Services” under Schedule 2.01(b) will be provided at the applicable
price set forth in Schedule 2.01(b) (each fee constituting an “Umbrella Service Charge” and,


 







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collectively,
“Umbrella Service Charges”); provided that if the Provider is required under applicable Law (including to avoid any
applicable penalties) to charge any markup or margin in order to provide a Umbrella Service, a reasonably appropriate markup or
margin shall be included in, and increase, the relevant Umbrella Service Charge solely to the extent necessary to comply with
applicable Law. In the event a Party reasonably changes the pricing methodology for a particular Service, the other Party agrees
that the associated Service Charge shall be adjusted consistent with the new methodology provided that such first Party is implementing
the same change with respect to all of its businesses or divisions that utilize the Service.


 


(c)       R&D
Services Costs. Subject to Section 3.01(e)(xiv), the Baker Hughes Entities shall pay the fees, costs and expenses to
GE Global Research for GE Provided R&D Services and the GE Entities shall pay the fees, costs and expenses to the Baker Hughes
Entities for Baker Hughes Provided R&D Services (each individually, “R&D Fees”) as set forth in each
Statement of Work. The payment of R&D Fees shall not be contingent on the payer’s satisfaction as to the results of
any R&D Services. Without limiting the generality of Section 3.01(e), (i) GE Provided R&D Services shall be provided
by GE Global Research at GE Global Research’s then-current then-effective rates that it generally charges to businesses
of GE and its Affiliates, which may be adjusted from time to time consistent with past practices and (ii) Baker Hughes Provided
R&D Services shall be provided at the then-current, then-effective rates that are generally charged to Baker Hughes Entities
or unincorporated business units thereof for such services, which may be adjusted from time to time consistent with past practice.
The Baker Hughes Entities and the GE Entities will bear all direct personnel costs (including salary, benefits, insurance, travel
and lodging, etc.) associated with their own respective personnel involved with work undertaken under this Agreement.


 


(d)       Facility
Costs. The Baker Hughes Entities shall pay the actual costs and expenses to the GE Entities for GE Facilities and the GE Entities
shall pay the actual costs and expenses to the Baker Hughes Entities for Baker Hughes Facilities (each individually, “Facility
Costs”), consistent with the pricing methodology as charged immediately prior to the Closing; provided that if
the Provider is required under applicable Law (including to avoid any applicable penalties) to charge any markup or margin in
order to provide a Service, a reasonably appropriate markup or margin shall be included in, and increase, the relevant Facility
Cost. Facility Costs shall be subject to annual increases consistent with actual increases in charges that (i) GE or Baker Hughes
is applying to other GE Entities or Baker Hughes Entities in the same facility or (ii) are being applied by GE or Baker Hughes
to similar facilities across each of their businesses.


 


(e)       Collaboration
Costs. Subject to Section 3.13(a)(vi), the Baker Hughes Entities and the GE Entities shall pay the fees, costs and
expenses owed by such parties under any applicable Collaboration Agreements (such fees, costs and expenses, “Collaboration
Costs”), in each case in accordance with and subject to the terms of such Collaboration Agreements.


 


(f)       Additional
Baker Hughes Provided Services Costs. The Recipients of Additional Baker Hughes Provided Services shall pay to the Provider
of such Additional Baker Hughes Provided Services the fees agreed upon for such Additional Baker Hughes Provided Service in accordance
with Section 2.06 (each fee constituting an “Additional Service Fee” and, collectively, “Additional
Service Fees”).


 




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(g)       Providers
shall invoice Recipients using the intercompany billing system of GE and its Affiliates (which shall continue to be settled through
such intercompany billing system for so long as the intercompany billing system is made available under this Agreement). To the
extent there are any Additional Services for which no charging methodology has been identified, the Parties shall mutually agree
on the applicable charges in advance. Providers shall invoice Recipients monthly in arrears, unless otherwise agreed in writing
between the GE Services Manager and the Baker Hughes Services Manager, for any Services provided by a Provider hereunder. All
payments are due within thirty (30) calendar days of receipt of such invoices by wire transfer to the accounts specified on Schedule
5.06(g). To the extent consistent with past practice with respect to Services rendered outside the United States, payments
may be required to be made in local currency. If the payer fails to pay such amount by the required date, the payer may be obligated
to pay to the payee, in addition to the amount due, interest at an interest rate of 0.5% per month over the Interest Rate, compounded
monthly, accruing from the date the payment was due through the date of actual payment. As soon as practicable after receipt of
any reasonable written request by the payer, the payee shall provide the payer with data and documentation supporting the calculation
of a particular Service Charge for the purpose of verifying the accuracy of such calculation.


 


Section
5.07Readjustment of Services. Subject to the terms of this Agreement, in the event
that (i) Umbrella Service Charges in respect of an Umbrella Service are prepaid by either Party for any period following the Closing
and (ii) subsequent to such prepayment by such Party, both Parties reach an agreement for (x) the transfer to Baker Hughes of
certain GE employees (whose primary function was, prior to such transfer, performance of services substantially equivalent to
such prepaid Umbrella Service then received by Baker Hughes pursuant to this Agreement), or (y) the planned scope of such prepaid
Umbrella Service is reduced by GE or Baker Hughes, as applicable, due to a change in business requirements not reasonably foreseeable
at the time such PO was initiated, subject to Section 9.01(b), GE shall reimburse to Baker Hughes, or Baker Hughes shall
reimburse to GE, as applicable, such portion of such prepayment equal to the pro-rated allocation of the Umbrella Service Charge
for such Umbrella Service over the remaining days of the prepayment period in accordance with the allocation methodology mutually
agreed by the Parties or as set forth on Schedule 2.01(b) or Schedule 2.02(b).


 


Section
5.08No Right to Set-Off. The payer shall pay the full amount of Service Charges
owed by it, and shall not set-off, counterclaim or otherwise withhold any amount owed to the payee under this Agreement on account
of any obligation owed by the payee to the payer that has not been finally adjudicated, settled or otherwise agreed upon by the
Parties in writing. For the avoidance of doubt, any amounts processed through the GE intercompany billing system as a net settlement
shall not be deemed a set-off.


 


Section
5.09Taxes.


 


(a)       Sales
Tax or Other Transfer Taxes. Service Charges are exclusive of, and payer 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 Service Charges payable by payer pursuant to this Agreement; provided that (i) to the extent such Taxes are required
to be collected and remitted by the payee with respect to such Service Charges,
the payer shall pay such Taxes to the payee upon receipt of an invoice from the payee, and (ii) for the avoidance of doubt, such
Service Charges shall be inclusive of, and the payer shall not bear, any income and similar Taxes imposed on or payable by the
payee.


 




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(b)       Withholding
Tax or Other Similar Taxes. If any withholding or deduction from any payment under this Agreement by a payer in relation to
any Service is required in respect of any Taxes pursuant to any applicable Law, payer will: (i) make any such required withholding
or deduction from the amount payable to payee, (ii) timely pay the withheld or deducted amount referred to in clause (i) to the
relevant Governmental Authority in accordance with applicable Law; (iii) promptly forward to payee a withholding tax certificate
evidencing such payment by the payer to the Governmental Authority, and (iv) to the extent that the payee cannot, after exerting
its reasonable best efforts, obtain a credit for, or a refund of, the withholding or deduction, the payer will increase the amount
payable such that payee receives an amount equal to the amount of the Service Charges in respect of that Service as if no such
withholding or deduction had been made (including any withholding or deduction applicable to any increased payment made pursuant
to this clause (iv)); provided, that if the payee subsequently receives such a credit for, or a refund of, the withholding
or deduction, then the payee shall promptly remit to the payer any additional amount previously paid by the payer pursuant to
clause (iv).


 


(c)       Cooperation.
The Parties will take reasonable steps to cooperate to (i) minimize the imposition of, and the amount of, Taxes described in this
Section 5.09, and (ii) obtain a credit for, or a refund of, any withholding or deduction made pursuant to Section 5.09(b).


 


(d)       Tax
Planning or Tax Advisory Services. Notwithstanding anything to the contrary contained in this Agreement, without limiting
Section 6.05, no Services provided under this Agreement shall include or be deemed to be, or relied upon by a Party or
any of its Affiliates as, tax or accounting advice, the Parties and their Affiliates shall assume all risks and liability arising
from or relating to the use of and reliance upon such services and the Parties make no representations or warranties with respect
to such tax planning or tax or accounting advisory services.


 


Article
VI



STANDARD FOR SERVICE


 


Section
6.01Standard for Service.


 


(a)       Provided
that the applicable GE Entities are not restricted by Law, GE agrees that the GE Entities will provide the GE Provided Services
to the applicable Baker Hughes Entity in accordance with all requirements, regulations, codes, standards, specifications and other
requirements agreed between the applicable Baker Hughes Entities and GE Entities, and with the same standard of care, skill and
diligence with which, and at the same service levels (for the avoidance of doubt, without limiting the GE’s ability to realize
productivity and technological efficiencies so long as such performance is maintained) at which, they have performed
such services for GE O&G during the Baseline Period, and, if such service was not previously provided for GE O&G, for
their Affiliates with respect to the same service.


 




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(b)       Provided
that the applicable Baker Hughes Entities are not restricted by Law, Baker Hughes agrees that the Baker Hughes Entities will provide
the Baker Hughes Provided Services to the applicable GE Entities in accordance with all requirements, regulations, codes, standards,
specifications and other requirements agreed between the applicable Baker Hughes Entities and GE Entities, and with the same standard
of care, skill and diligence with which, and at the same service levels (for the avoidance of doubt, without limiting the applicable
Baker Hughes Entity’s ability to realize productivity and technological efficiencies so long as such performance is maintained)
at which, they have performed such services for GE during the Baseline Period and, if such service was not previously provided
for GE, for their subsidiaries or unincorporated business units thereof with respect to the same service.


 


(c)       GE
Global Research shall provide GE Provided R&D Services to the R&D Services Recipients under any GE Statements of Work
in a manner consistent with the research and development services provided by GE Global Research to GE O&G for similar work
during the Baseline Period.


 


(d)       In
the event there is any restriction on the Provider by Law that would restrict the nature, quality, or standard of care applicable
to delivery of the Services to be provided, the Provider shall use its reasonable efforts in good faith to provide such Services
in a manner as closely as possible to the standards described in this Section 6.01.


 


Section
6.02Consents; Compliance with Law; Professional Services. If the provision of
any Service requires the consent or approval of any third party, the Provider shall be solely responsible for obtaining such consent
or approval; provided that the Recipient shall provide commercially reasonable support, as requested by the Provider, in
obtaining such consent or approval. In the event such consent or approval cannot be obtained, GE and Baker Hughes agree to negotiate
in good faith an acceptable substitute Service that shall be subject to the terms and conditions of this Agreement. Neither a
Party nor its Affiliates shall be obligated to provide any Services which, if provided, would violate any Law. The provision of
any legal services shall be subject to the consideration of the maintenance of attorney-client privilege for both GE and Baker
Hughes and any potential conflicts of interest. Each of GE and Baker Hughes agrees to execute customary engagement letters, joint
defense or common interest agreements in the event either party deems such agreement necessary; provided that the failure to do
so shall not be deemed a waiver of privilege nor shall it be considered a failure to provide a Service.


 


Section
6.03Maintenance. Either Party and its Affiliates shall have the right to shut
down temporarily for maintenance purposes the operation of any facilities or systems providing any Service whenever in such Party’s
judgment, reasonably exercised, such action is necessary or advisable for general maintenance or emergency purposes; provided
that (i) to the extent practicable such Party shall provide advance written notice of any such shut down or other interruption
reasonably far in advance and cooperate in good faith to minimize any disruption to the Service or the other Party’s business
and (ii) the other Party shall not be charged for such Service to the extent that it is not provided during such shutdown.


 




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Section
6.04Modifications and Discontinuances.


 


(a)       The
GE Provided Services are not exclusive and are part of corporate programs that GE provides to its business divisions. It is understood
that GE may modify a GE Provided Service to the extent the same modification is made with respect to the entirety of GE’s
provision of such GE Provided Service to any GE Entity and any other Person to whom any GE Entities provide such GE Provided Service;
provided, however, that, in such event, (a) GE must provide notice of the modification to Baker Hughes as soon as
reasonably practicable, (b) GE shall cooperate in good faith with Baker Hughes to minimize the disruption to Baker Hughes’s
business and (c) the Parties shall discuss in good faith whether the applicable Service Charge shall be adjusted to reflect any
such modification. Baker Hughes may modify a Baker Hughes Provided Service; provided, however, that, in such event, (i)
Baker Hughes must provide notice of the modification to GE as soon as reasonably practicable, (ii) Baker Hughes shall cooperate
in good faith with GE to minimize the disruption to GE’s business and (iii) the Parties shall discuss in good faith whether
the applicable Service Charge shall be adjusted to reflect any such modification. GE’s and Baker Hughes’s responsibilities
set forth herein shall be amended as reasonably necessary to conform to any such modifications made pursuant to this Section
6.04, and GE and Baker Hughes, as applicable, shall use its reasonable efforts in good faith to comply with any such amendments.
Subject to the terms in this Agreement, in providing the Services, GE or Baker Hughes, as applicable, may use any information
systems, hardware, Software, processes and procedures it deems necessary or desirable in its reasonable discretion. Modifications
to Statements of Work shall be provided for under Article III.


 


(b)       To
the extent that either GE or Baker Hughes generally reduces or discontinues a service (which shall not include GE Provided Technology
Access, Baker Hughes Provided Technology Access, GE Provided R&D Services or Baker Hughes Provided R&D Services), (i)
the reducing or discontinuing Party will provide the other with notice as soon as reasonably practicable and (ii) the Parties
shall discuss in good faith a reasonable time period for transition to avoid business disruption.


 


Section
6.05Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 6.01
AND SUBJECT TO THE LIMITATIONS IN ARTICLE VII, THE PARTIES ACKNOWLEDGE AND AGREE THAT THE SERVICES ARE PROVIDED AS-IS,
THAT THE RECIPIENTS ASSUME ALL RISKS AND LIABILITY ARISING FROM OR RELATING TO THEIR USE OF AND RELIANCE UPON THE SERVICES AND
EACH PROVIDER MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT THERETO. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 6.01,
PROVIDERS HEREBY EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES REGARDING THE SERVICES, WHETHER EXPRESS OR IMPLIED, INCLUDING
ANY REPRESENTATION OR WARRANTY IN REGARD TO QUALITY, PERFORMANCE, COMMERCIAL UTILITY, MERCHANTABILITY OR FITNESS OF THE INTERCOMPANY
SERVICES FOR A PARTICULAR PURPOSE AND RECIPIENTS HEREBY ACKNOWLEDGE SUCH DISCLAIMER.


 





 




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Section
6.06Compliance with Laws and Regulations. Each Party hereto shall be responsible
for its own compliance with any and all Laws applicable to its performance under
this 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.


 


Section
6.07No Reporting Obligations. Notwithstanding anything to the contrary contained
in this Agreement or in any Schedule hereto and except as required by Law, no Party hereto nor any of their respective Affiliates,
nor any of their respective Representatives, shall be obligated, pursuant to this Agreement or any Schedule hereto, as part of
or in connection with the Services, as a result of storing or maintaining any data referred to herein or in any Schedule hereto,
or otherwise, to prepare or deliver any notification or report to any Governmental Authority (including any Taxing Authority)
or other Person on behalf of the other Party or any of its Affiliates, or any of their respective Representatives or the Business.


 


Article
VII



LIMITED LIABILITY AND INDEMNIFICATION


 


Section
7.01General Indemnification. Nothing contained in this Agreement shall protect
or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification
in respect of, any liability to such other Party or its security holders to which the Provider would otherwise be subject by reason
of willful misfeasance, bad faith or gross negligence in the performance of the Indemnified Parties’ duties or by reason
of the reckless disregard of the Indemnified Parties’ duties and obligations under this Agreement. Notwithstanding the foregoing,
solely with respect to TSA Services, each Party and its Affiliates shall be liable to fully indemnify, defend and hold harmless
the other Party and its Affiliates, its and their respective Representatives, successors and assigns, each of whom shall be deemed
a third-party beneficiary hereof, for such first Party’s material breach with respect to the rights and obligations in this
Agreement in respect of such TSA Services, gross negligence, willful misconduct or in the event of any claim from a third party
that the provision of the TSA Services by such first Party under this Agreement infringes, misappropriates or otherwise violates
any of such third-party’s Intellectual Property rights.


 


Section
7.02Exclusion of Consequential Damages. Notwithstanding any other provision contained
in this Agreement, no Party, nor its Affiliates, nor its or their respective Representatives, successors or assigns, shall be
liable to the other Party or their Affiliates and their Representatives, successors or assigns, for any incidental, punitive,
special, indirect, multiple or consequential damages connected with or resulting from performance or non-performance of this Agreement;
provided, that any such damages paid with respect to a third-party claim shall be considered direct damages.


 


Section
7.03Exclusive Remedy. The Parties acknowledge and agree that their sole and exclusive
remedy with respect to any and all claims for the TSA Services (other than claims arising from willful misfeasance, bad faith
or gross negligence on the part of a Party hereto in the performance of such Party’s duties in respect of the TSA Services)
for any breach of any agreement or obligation set forth herein or otherwise relating to the TSA Services, shall be pursuant to
the indemnification provisions set forth in this Article VII.


 




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Article
VIII



DISPUTE RESOLUTION


 


Section
8.01Dispute Resolution.


 


(a)       Any
dispute arising out of or in connection with this Agreement between GE and Baker Hughes should be resolved as rapidly as possible
by discussion between the GE Services Manager and the Baker Hughes Services Manager. If a dispute cannot be resolved between the
GE Services Manager and the Baker Hughes Services Manager within four (4) weeks of the dispute arising, the GE Services Manager
and the Baker Hughes Services Manager should escalate the dispute to the appropriate senior officer reporting directly to the
Chief Executive Officer of Baker Hughes and the appropriate senior officer reporting directly to the Chief Executive Officer of
GE to negotiate in good faith for an additional twenty (20) days (or such longer period as the Parties may agree). If at the end
of such time such Persons are unable to resolve such dispute amicably, then such dispute shall be resolved in accordance with
the dispute resolution process referred to in Section 8.01(b), provided that such dispute resolution process shall
not modify or add to the remedies available to the Parties under this Agreement.


 


(b)       If
the Parties are unable to resolve a dispute in accordance with Section 8.01(a), then either Party to the dispute may within
fifteen (15) days thereafter submit such dispute for non-binding mediation administered by the American Arbitration Association
(“AAA”) in accordance with its Commercial Arbitration Rules and Mediation Procedures then in effect. The mediation
will be conducted by a single mediator selected by the mutual written agreement of the Parties to the dispute. The Parties to
the dispute will cooperate in good faith with the AAA and with one another in selecting the mediator, and in scheduling the mediation.
Such Parties agree that they will participate in the mediation in good faith, and that they will share equally in the costs of
utilizing the AAA and the mediator. The place of mediation will be New York, New York. If the dispute has not been resolved pursuant
to such mediation procedure within thirty (30) days of the initiation of such procedure, except where such time has been extended
by the mutual written agreement of the Parties to the dispute, then the controversy will be submitted to the AAA for binding arbitration
in accordance with its Commercial Arbitration Rules and Mediation Procedures then in effect. The arbitration will be conducted
by a single arbitrator selected by the mutual written agreement of the Parties to the dispute. The Parties to the dispute will
cooperate in good faith with the AAA and with one another in selecting the arbitrator, and in scheduling the arbitration. Should
the Parties be unable to come to agreement as to the arbitrator, the Parties shall request AAA to appoint an arbitrator. Such
Parties further agree that they will participate in the arbitration in good faith, and that they will share equally in the costs
of utilizing the AAA and the arbitrator. The arbitration will be governed by the United States Arbitration Act, 9 U.S.C. Sections
1-16, and judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. The place
of arbitration will be New York, New York. Unless otherwise agreed by such Parties, the mediator will be disqualified from serving
as the arbitrator in the dispute.


 




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Article
IX



TERM AND TERMINATION


 


Section
9.01Term and Termination.


 


(a)       This
Agreement shall commence immediately upon its execution on the Closing Date and shall terminate (i) ninety (90) days following
the Trigger Date with respect to all services under this Agreement other than GE Provided Technology Access and Baker Hughes Provided
Technology Access and (ii) upon the Trigger Date with respect to Baker Hughes Provided Technology Access (the “Term”).


 


(b)       (i)
Without prejudice to a Recipient’s rights with respect to a Force Majeure, a Recipient may from time to time terminate this
Agreement (x) with respect to the CA Services, in whole but not in part and (y) with respect to any Umbrella Services, in whole
(by Service line item) or by any portion: (A) for any reason or no reason upon providing, in the case of the CA Services, at least
60 days’ prior written notice, and, in the case of the Umbrella Services, either (i) seven and a half (7.5) months’
prior written notice or (ii) for those Umbrella Services designated as such on Schedule 2.01(b) or Schedule 2.02(b),
sixty (60) days’ prior written notice, to the Provider of such termination; (B) if the Provider of such Services has failed
to perform any of its material obligations under this Agreement with respect to such Services, and such failure shall continue
to exist forty-five (45) days after receipt by the Provider of written notice of such failure from the Recipient; or (C) immediately
upon mutual agreement of the Parties; and (ii) a Provider may terminate this Agreement with respect to one (1) or more Services,
in whole but not in part, at any time upon prior written notice to the Recipient if the Recipient has failed to perform any of
its material obligations under this Agreement relating to such Services, and such failure shall be continued uncured for a period
of forty-five (45) days after receipt by the Recipient of a written notice of such failure from the Provider. The relevant Schedule
shall be updated to reflect any terminated Service. In the event that any Service is terminated other than at the end of a month,
the Service Charge associated with such Service shall be pro-rated appropriately.


 


Section
9.02Termination Charges. Upon termination or reduction of any Service pursuant
to Section 9.01(b)(i)(A) or Section 9.01(b)(ii), prior to the termination or reduction of such Service (in the case
of a termination or reduction pursuant to Section 9.01(b)(ii)) or prior to the required notification period in Section 9.01(b)(i)(A)
(in the case of a termination or reduction pursuant to Section 9.01(b)(i)(A)), the Parties shall determine and mutually
agree upon any applicable Termination Charges to be invoiced.


 


Section
9.03Effect of Termination. Upon termination of any Service, whether in whole or
in part, pursuant to this Agreement, the Provider of the terminated Service will have no further obligation to provide such Service
and the relevant Recipient will have no obligation to pay any future Service Charges relating to such Service; provided that
the Recipient shall remain obligated to the relevant Provider for the (x) Service Charges and any other fees, costs and expenses
owed and payable in respect of Services provided prior to the effective date of termination and (y) Termination Charges. In connection
with termination of any Service, the provisions of this Agreement not relating solely to such terminated Service shall survive
any


 




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such
termination, and in connection with a termination of this Agreement, Article I, Article VII (with respect to the limitations
set forth therein and including liability in respect of any indemnifiable Losses under this Agreement arising or occurring on
or prior to the date of termination), Article VIII, Article IX, Article X, all confidentiality obligations under this
Agreement and liability for all due and unpaid Service Charges and Termination Charges shall continue to survive
indefinitely. The provision of GE Provided Control Tools Access shall survive termination of this Agreement and expire on the
fourth anniversary of the Trigger Date (the “Controls Tools Access Period”); provided, that such GE
Provided Control Tools Access shall be subject to the applicable terms and conditions of this Agreement but shall not include
access to any proprietary Technology and related developments and enhancements thereto that is subject to the Aeroderivatives
Supply and Technology Development Agreement or the HDGT Supply Agreement. Any access to such proprietary Technology and
related developments and enhancements thereto shall be provided subject to the Aeroderivatives Supply and Technology
Development Agreement or the HDGT Supply Agreement, as applicable; provided, further, that, from the date hereof through
January 31, 2019, the Parties shall work together in good faith to agree to the Controls Tools that are both (i) used as of
the date hereof by any Specified BHGE Personnel and (ii) reasonably necessary for the sole purpose of performing Baker
Hughes’ obligations or exercising Baker Hughes’ rights under the Mark VIe Control Products Upgrade Channel
pursuant to the Channel Agreement (the “Controls Tools List”). Any access by Baker Hughes to GE’s
Global Research Center in connection with GE Provided Control Tools Access shall be subject to individual statements of work
to be negotiated by the Parties on a case-by-case basis with no obligation for either Party to enter into any such statement
of work.


 


Section
9.04Force Majeure.


 


(a)       No
Party hereto (or any Person acting on its behalf) shall have any liability or responsibility for failure to fulfill any obligation
(other than a payment obligation) under this Agreement so long as and to the extent to which the fulfillment of such obligation
is prevented, frustrated, hindered or delayed as a consequence of circumstances of Force Majeure. Each Party (or such Person)
shall exercise its reasonable efforts in good faith to minimize the effect of Force Majeure on its obligations, and the standard
of care that a Party shall provide in delivering a Service after a Force Majeure shall be substantially the same as the standard
of care that the Party provides to its Affiliates and its other business components with respect to such Service.


 


(b)       During
the period of a Force Majeure, the applicable Recipient shall be entitled to seek an alternative service provider with respect
to such Service, and shall be entitled to permanently terminate the same (and shall be relieved of the obligation to pay Service
Charges for such Service throughout the duration of such Force Majeure) if a Force Majeure shall continue to exist for more than
fifteen (15) consecutive days, it being understood that such Recipient shall not be required to provide any advanced notice of
such termination to the Provider.


 




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Article
X



GENERAL PROVISIONS


 


Section
10.01Independent Contractors. This Agreement does not create a fiduciary relationship,
partnership, joint venture or relationship of trust or agency between the Parties or their Affiliates and that all Services are
provided by a Provider, its Affiliates and their designees in each case, as an independent contractor. In matters relating to
this Agreement, each Party will be solely responsible for the acts of its employees and agents and such employees or agents will
not be considered employees or agents of any other Party, nor will they be required to report to management of any other Party
or be deemed to be under the management or direction of any other Party. No Party will have any right, power or authority to create
any obligation, express or implied, on behalf of any other Party except to the extent expressly provided herein.


 


Section
10.02Subcontractors. Subject to Section 3.04, a Provider may hire or engage
one or more subcontractors to perform any or all of its obligations under this Agreement; provided that (a) such Provider shall
use the same degree of care in selecting any such subcontractor as it would if such contractor was being retained to provide similar
services to the Provider; and (b) such Provider shall in all cases remain primarily responsible for all of its obligations hereunder
with respect to the scope of the Services, the standard for the Services as set forth in Article VII hereof and the content of
the Services provided to the Recipient.


 


Section
10.03Treatment of Confidential Information.


 


(a)       The
Parties shall not, and shall cause all other Persons providing Services or having access to confidential and proprietary information
of the other Party (“Confidential Information”) not to, disclose to any other Person or use, except for purposes
of this Agreement, any Confidential Information of the other Party; provided, however, that Confidential Information shall
not include information (i) previously known by such Person on a non-confidential basis prior to its disclosure; (ii) subsequently
made public other than as a result of a disclosure in breach of this Agreement; or (iii) independently developed by such Person
(without reference to the Confidential Information and without using knowledge gained from GE and GE O&G’s previous
affiliation prior to Closing); and provided, further, that each Party may disclose Confidential Information of the other
Party, to the extent permitted by applicable Law: (i) in the case of GE’s Corporate Audit Staff or Technical Accounting
Group, to GE’s audit committee after giving Baker Hughes written notice of such disclosure five (5) Business Day in advance
of such disclosure; (ii) to its Representatives and Affiliates on a need-to-know basis in connection with the performance of such
Party’s obligations under this Agreement; (iii) in any report, statement, testimony, authorization or approval request,
notice, filing or other submission to any Governmental Authority having jurisdiction over the disclosing Party; or (iv) in order
to comply with applicable Law, or in response to any summons, subpoena or other legal process or formal or informal investigative
demand issued to the disclosing Party in the course of any litigation, investigation or administrative proceeding. In the event
that a Party becomes legally compelled (based on advice of counsel) by Law, deposition, interrogatory, request for documents subpoena,
civil investigative demand or similar judicial or administrative process to disclose any Confidential Information of the other
Party, such disclosing Party shall provide the other Party with prompt prior written notice of such requirement, and, to the extent
reasonably practicable,


 




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cooperate
with the other Party (at such other Party’s expense) to obtain a protective order or similar remedy to cause such Confidential
Information not to be disclosed, including interposing all available objections thereto, such as objections based on settlement
privilege. In the event that such protective order or other similar remedy is not obtained, the disclosing Party may furnish only
that portion of the Confidential Information that has been legally compelled, and shall exercise its reasonable efforts in good
faith (at such other Party’s expense) to obtain assurance that confidential treatment will be accorded such Confidential
Information.


 


(b)       Each
Party shall, and shall cause its Representatives to protect the Confidential Information of the other Party by using the same
degree of care to prevent the unauthorized disclosure of such as the Party uses to protect its own confidential information of
a like nature, and in no event less than commercially reasonable care.


 


(c)       Each
Party shall direct its Representatives to comply with the same restrictions on use and disclosure of Confidential Information
as bind such Party in advance of the disclosure of any such Confidential Information to such Representatives. Each Party shall
be responsible for any failure by its Representatives to comply with the restrictions on use and disclosure of Confidential Information
contained herein.


 


(d)       Each
Party shall comply with all applicable state, federal and foreign privacy and data protection Laws that are or that may in the
future be applicable to the provision of Services.


 


(e)       With
respect to the provision of GE Provided Technology Access and GE Provided R&D Services pursuant to Section 2.01, only
those employees of Baker Hughes who need to know such information and who otherwise meet any applicable citizenship or other security
qualifications required by Law shall be granted access and, prior to being granted access, will be advised of the confidential
nature of the Intellectual Property made available to Baker Hughes and directed to abide by the terms of this Agreement and further,
if requested in writing by GE, shall enter into a non-disclosure agreement acknowledging the same provided that in any case, Baker
Hughes shall be responsible for any breach of this Agreement by such of its employees.


 


(f)       With
respect to the provision of Baker Hughes Provided Technology Access and Baker Hughes Provided R&D Services pursuant to Section
2.02, only those employees of GE who need to know such information and who otherwise meet any applicable citizenship or other
security qualifications required by Law shall be granted access and, prior to being granted access, will be advised of the confidential
nature of the Intellectual Property made available to GE and directed to abide by the terms of this Agreement and further, if
requested in writing by Baker Hughes, shall enter into a non-disclosure agreement acknowledging the same provided that in any
case, GE shall be responsible for any breach of this Agreement by such of its employees.


 


Section
10.04Audit. Not more than once each calendar year during the term of this Agreement,
upon thirty (30) days’ advance written notice, either Party may audit (or cause an independent third-party auditor to audit),
during regular business hours and in a manner that complies with the building and security requirements of the Party being audited,
the books, 


 




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records
and facilities of the other Party pertaining solely to the provision of Services to the extent necessary to determine such Party’s
compliance with this Agreement. Any audit conducted under this Section 10.04 shall not interfere unreasonably with the
operations of such Party. The Party requesting the audit shall pay the costs of conducting such audit. All information learned
or obtained from such audit shall be deemed Confidential Information for purposes of this Agreement, and may only be disclosed
pursuant to Section 10.03.


 


Section
10.05Further Assurances. Each Party covenants and agrees that, without any additional
consideration, it shall execute and deliver any further legal instruments and perform any acts that are or may become necessary
to effectuate this Agreement.


 


Section
10.06Notices. Except with respect to routine communications by the GE Services
Manager and the Baker Hughes Services Manager under Section 4.01, 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. Any notice sent by electronic mail
transmission shall be followed reasonably promptly with a copy delivered by overnight mail. 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 10.06.


 


	(a)      If to GE:
	 
	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
	 
	(b)     If to Baker Hughes:
	 
	Baker Hughes, a GE company, LLC
	17201 Aldine Westfield Road
	Houston, Texas 77073
	Attention:  	William D. Marsh 
	Telephone: 	(713) 879-1257
	Facsimile: 	(713) 439-8472
	Email:  	will.marsh@bhge.com



 



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Section
10.07Entire Agreement. Except as otherwise expressly provided in this Agreement,
this Agreement constitutes the entire agreement of the Parties hereto with respect to the subject matter of this Agreement and
supersedes all prior agreements and undertakings, both written and oral, between or on behalf of the Parties hereto with respect
to the subject matter of this Agreement.


 


Section
10.08No Third-Party Beneficiaries. Except as provided in Article VIII with
respect to Indemnified Parties, this Agreement is for the sole benefit of the Parties and their permitted successors and assigns
and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person, including any union or
any employee or former employee of any Party or its Affiliates, 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 Agreement.


 


Section
10.09Amendment; Waiver. No provision of this Agreement, including any Schedules
hereto, may be amended, supplemented, waived or modified except by a written instrument making specific reference hereto signed
by all the Parties. No waiver of any breach of or non-compliance with this Agreement shall be deemed to be a waiver of any other
or subsequent breach or non-compliance. No consent from any Indemnified Parties (in each case other than the Parties) shall be
required to amend this Agreement.


 


Section
10.10Governing Law. This 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.


 


Section
10.11Counterparts; Electronic Transmission of Signatures. This 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
10.12Assignment. This Agreement and all of the provisions hereto shall be binding
upon and inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and permitted assigns,
but neither this Agreement nor any of the rights, interests or obligations set forth herein shall be assigned by any party hereto
without the prior written consent of the other parties hereto and any purported assignment without such consent shall be void;
provided, however, GE or Baker Hughes may assign any or all of its rights and obligations under this Agreement to
receive certain Umbrella Services (as may be mutually agreed to by GE and Baker Hughes, but in no event shall include legal, accounting,
financial or tax advice services or other services that are not customary for the transition of a business to an unrelated third
party) in connection with a sale or disposition of any assets or lines of business of GE or Baker Hughes; provided that (a) such
right to receive such Umbrella Services is for a limited period of time not to exceed twelve (12) months and solely in order to
transition the business being divested, and (b) the transferee of such assets shall enter into an agreement with price
adjustments and terms and conditions customary for the provision of such services to an unrelated third party in order to transition
a divested business.


 




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Section
10.13Rules of Construction. Interpretation of this 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 Schedule are references to the Articles, Sections, paragraphs and Schedules of this Agreement unless otherwise specified;
(c) the terms “hereof”, “herein”, “hereby”, “hereto”, and derivative or similar
words refer to this entire Agreement, including the Schedules hereto; (d) references to “$” means U.S. dollars; (e)
the word “including” and words of similar import when used in this Agreement means “including without limitation,”
unless otherwise specified; (f) the word “or” shall not be exclusive; (g) references to “written” or “in
writing” include in electronic form; (h) provisions shall apply, when appropriate, to successive events and transactions;
(i) the headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation
of this Agreement; (j) GE and Baker Hughes have each participated in the negotiation and drafting of this Agreement and if an
ambiguity or question of interpretation should arise, this 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 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 Agreement, the
date that is the reference date in calculating such period shall be excluded, if the last day of such period is not a Business
Day, the period shall end on the next succeeding Business Day.


 


Section
10.14Non-Recourse. No past, present or future director, officer, employee, incorporator,
member, partner, stockholder, Affiliate, agent, attorney or representative of GE or Baker Hughes shall have any liability for
any obligations or liabilities of such party under this Agreement of or for any claim based on, in respect of, or by reason of,
the transactions contemplated hereby.


 


Section
10.15Export Law Compliance. Each Party shall be responsible for their compliance
with applicable United States (or other jurisdictions as applicable) export laws, rules and regulations as related to their performance
under this Agreement.


 


Section
10.16Integrity. Each Party covenants that it is committed to unyielding integrity
and will act in a manner consistent with the GE Integrity Guide for Suppliers, Contractors and Consultants, a copy of which is
available in several languages at the following link: http://www.gesupplier.com/html/SuppliersIntegrityGuide.htm
and the Baker Hughes Suppliers’ Code of Conduct, as may be amended or substituted from time to time.


 


Section
10.17Subcontractor Flow Downs for United States Government Commercial Items
Contracts. If the Services being procured by either Party are in support of a United States government end customer or an
end customer funded in whole or part by the United States government, directly or through a prime contractor, such Party
shall expressly identify
such use of any Service in the PO and as necessary will agree to include compliance as necessary with the terms and conditions
applicable to services procured for the United States government located at the following link: http://www.gesupplier.com/html/GEPolicies.htm.


 


 


[Signature
Pages Follow] 


 




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


 





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


 


 





	 	BAKER HUGHES, A GE COMPANY, LLC

        

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