Exhibit
4.13

     

    
      TRADEMARK
LICENSE AGREEMENT

      


      The
Trademark License Agreement (“this Agreement”) is made and entered into in
Beijing, the People’s Republic of China (the “PRC”) by and among the following
parties:

      


      
        	
                (1)  

              	
                China
      National Offshore Oil Corporation, a company established and existing
      under the laws of the PRC, with registered address situated at No. 25,
      Chaoyangmenbei Dajie, Dongcheng District, Beijing, PRC (the
      “Licensor”);

              


      

      


      
        	
                (2)  

              	
                CNOOC
      Limited, a company established and existing under the laws of Hong Kong,
      with registered address situated at One Garden Road, Hong Kong, PRC (the
      “1st
      Licensee”); and

              


      

      


      
        	
                (3)  

              	
                CNOOC
      China Limited, a company established and existing under the laws of the
      PRC, with registered address situated at Petroleum New Village, Tangguh
      District, Tianjin PRC (the “2nd
      Licensee”).

              


      

      


      WHEREAS:

      


      
        	
                1.  

              	
                The
      Licensor has registered in the PRC a trademark with registration number
      1265319 (the “Trademark”), and is the lawful owner of the Trademark
      (photocopy of the trademark registration certificates are attached in the
      Schedule of this Agreement) and is entitled to use the Trademark and enjoy
      the right to license other persons to use the
  Trademark;

              


      

      


      
        	
                2.  

              	
                The
      1st
      Licensee and the 2nd
      Licensee (collectively, the “Licensees”) wish to use the Trademark in
      their business operations and the Licensor consents to the Licensees using
      the Trademark.

              


      

      


      THEREFORE,
THE PARTIES HAVE REACHED AN AGREEMENT as follows:

      


      
        	
                1.  

              	
                The
      Licensor authorizes the Licensees to use the Trademark in the trademark
      registration place in respect of the various commodities specified by the
      Trademark Bureau of the State Administration for Industry and Commerce of
      the People's Republic of China.

              


      

      


      
        	
                2.  

              	
                The
      1st
      Licensee and 2nd
      Licensee shall respectively pay to the Licensor trademark royalties of RMB
      500 within 30 days after the execution of this
  Agreement.

              


      

       

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      
 

      
        	
                3.  

              	
                The
      Licensee shall, while using the Trademarks in situations suitable for
      declaration, declare that the Trademark is owned by the
      Licensor.

              


      

      


      
        	
                4.  

              	
                Save
      with the prior written consent of the Licensor, the Licensees shall not
      authorize any third party to use the Trademark (except to their own
      subsidiaries).

              


      

      


      
        	
                5.  

              	
                The
      Licensor and the Licensees hereby confirm that the license mentioned
      herein shall be non-exclusive, non-monopolized, non-geographically
      restricted general license, and the Licensor shall still be entitled to
      the ownership and right to use of the Trademark during the term of the
      license.

              


      

      


      
        	
                6.  

              	
                If
      the Licensor proposes to transfer the Trademark to a third party (other
      than the Licensor’s subsidiaries), the Licensor shall give a 30-day prior
      written notice to the Licensee before the proposed transfer and the
      Licensees are entitled to enjoy the pre-emptive right. If the Licensees do
      not exercise the pre-emptive right, the Licensor shall ensure this
      Agreement shall remain effective after such transfer and such insurance
      shall be one of the conditions precedent for such
  transfer.

              


      

      


      
        	
                7.  

              	
                The
      Licensor and the Licensees shall ensure the quality of any operation or
      service in relation to the Trademark in order to maintain the goodwill of
      the Trademark.

              


      

      


      
        	
                8.  

              	
                Rights
      and Obligations of the Licensor and the
Licensee

              


      

      


      The
Licensor shall be entitled to and assume the following rights and
obligations:

      


      
        
          	
                	
                  a) 

                	
                  to
      undertake that it shall not make any change on the registration of the
      Trademark and it shall maintain the valid registration of the Trademark
      and the ownership and control of the Trademark during the term of the
      license. Unless the Licensees clearly expresses not to use the Trademark
      any longer, the Licensor is obliged before the expiry of the term of the
      Trademark to extend the term of the Trademark in time and to ensure that
      the Trademark be in a state of lawful registration at all
      times.

                


        

      

      


      
        
          	
                	
                  b) 

                	
                  to
      notify the Licensees and to provide the relevant information to the
      Licensees if the Licensor registers the Trademark figure in countries or
      regions outside the PRC.

                


        

      

      


      
        
          	
                	
                  c) 

                	
                  to
      supervise and inspect the use of the Trademark by the Licensees from time
      to time.

                


        

      

      


      
        
          	
                	
                  d) 

                	
                  to
      warrant that there is no and will not be any dispute or litigation or
      claim 

                


        

      

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

       

      
        	
                
                

              	
              	
                arising
      from the rights of any third party to use the Trademark within the
      territory in which the Trademark is registered which will cause damages or
      create legal obstacles to the use of the Trademark by the
      Licensees.

              




      The
Licensees shall be entitled to and assume the following rights and
obligations:

      


      
        
          	
                	
                  a) 

                	
                  to
      use the Trademark within the specified period and scope, and to pay the
      trademark usage fee within the due date for payment in accordance with
      this Agreement.

                


        

      

      


      
        
          	
                	
                  b) 

                	
                  not
      to authorize any third party (except their own subsidiaries) to use the
      Trademark without the prior written license of the
    Licensor.

                


        

      

      


      
        
          	
                	
                  c) 

                	
                  to
      accept the supervision of the Licensor in respect of the use of the
      Trademark and to ensure the quality of the operations and services in
      relation to which the Trademark are used to comply with the quality of the
      state and/or the relevant ministries, and/or those commonly accepted in
      the same industry.

                


        

      

      


      
        	
                9.  

              	
                Each
      party hereto shall forthwith inform the other two parties hereto of any
      event of infringement of the Trademark, and upon the receipt of the
      notice, the Licensor shall forthwith take legal measures to stop the said
      infringing acts, and the Licensees shall assist the Licensor in taking the
      aforesaid measures to stop the said infringing
  acts.

              


      

      


      
        	
                10.  

              	
                In
      the event of any litigation or claim relating to the infringement of the
      trademark right of any third party arising from the use of the Trademark
      by the Licensees in accordance with the terms and conditions of this
      Agreement, the Licensees shall inform the Licensor in time. The Licensor
      undertakes to indemnify the Licensees any loss so
  incurred.

              


      

      


      
        	
                11.  

              	
                This
      Agreement shall come into effect on September 9, 2009 upon the execution
      by the authorized representatives of each party hereto and shall remain in
      effect for a term of nine (9)
years.

              


      

      


      
        	
                12.  

              	
                Unless
      otherwise provided by the laws of the PRC, any party shall not be entitled
      to vary or terminate this Agreement without the unanimous written consent
      of the Licensor and the Licensees. Any party proposing to vary or
      terminate this Agreement shall give 6 mouths’ prior written notice to the
      other parties, and only upon agreement after negotiations shall this
      Agreement be varied or terminated.

              


      

      


      
        	
                13.  

              	
                After
      this Agreement comes into effect, the Licensor shall conduct
      the

              


      

       

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

       

      
        	
              	
                registration
      and record procedures in accordance with the laws of the PRC and bear the
      relevant fees.

              


      

       

      
        	
                14.  

              	
                The
      conclusion, validity, implementation and construction of this Agreement
      are governed by the laws of the
PRC.

              


      

      


      
        	
                15.  

              	
                Disputes
      arising from the execution and implementation of this Agreement shall be
      settled through friendly consultation. If consultation fails within 60
      days after the dispute arises, the competent court of the PRC shall have
      exclusive jurisdiction over such
dispute.

              


      

      


      
        	
                16.  

              	
                Any
      notice made hereunder by one party to the other parties pursuant to this
      Agreement, shall be in writing and delivered to the addresses provided in
      this Agreement or such addresses, telex, cable or fax numbers which from
      time to time any party notifies the other parties in
    writing.

              


      

      


      Any
notice shall be delivered by hand, by mail or by telex, cable for fax. Any
notice, if delivered by hand, shall be deemed to be served at the time of
delivery; or is dispatched by mail, shall be deemed to be served on the date of
collection stated in the receipt stub; or if dispatched by telex, cable or fax,
shall be deemed to be served at the time the receipt code is
received.

      


      
        	
                17.  

              	
                Any
      matter which is not provided in this Agreement shall be separately
      negotiated among the parties and amended in writing. Any amendment shall
      be deemed to be an integral part of this Agreement and have the same legal
      force as this Agreement.

              


      

      


      
        	
                18.  

              	
                The
      Schedule to this Agreement is an integral part of this Agreement and shall
      be binding upon the parties.

              


      

      


      
        	
                19.  

              	
                This
      Agreement is written and executed in four originals with the equal force
      and effect. Three originals shall be delivered respectively to each party
      hereto and the fourth original shall be delivered to and filed with the
      Trademark Bureau for record.

              


      

      


      


      


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      


      


       

      China
National Offshore Oil Corporation

      


      Authorized
Representative: (Signed)

      


      Date:

      


      


      


      CNOOC
Limited

      


      Authorized
Representative: (Signed)

      


      Date:

      


      


      


      


      CNOOC
China Limited

      


      Authorized
Representative: (Signed)

      


      Date:

       

       

       

       
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