Exhibit 10.1
    
  
  
 *
    
    (This agreement includes urban area provision  Section 8.12)




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TABLE OF CONTENTS
 Clause
    
    Page No.1.
    
    Nature of Work
    
    
    32.
    
    Supplemental Agreement
    
    
    33.
    
    Personnel, Equipment and Supplies
    
    
    44.
    
    Conduct of Operations
    
    
    45.
    
    Permits
    
    
    66.
    
    Reports
    
    
    67.
    
    Confidentiality
    
    
    78.
    
    Indemnity
    
    
    89.
    
    Insurance
    
    
    1110.
    
    Compliance with Law/HSE
    
    
    1211.
    
    Company Representative
    
    
    1212.
    
    Taxes
    
    
    1313.
    
    Compensation/Contractors Rights
    
    
    1314.
    
    Intellectual Property
    
    
    1415.
    
    Independent Contractor
    
    
    1416.
    
    Assignment and Subcontracts
    
    
    1417.
    
    Force Majeure
    
    
    1518.
    
    Audit
    
    
    1519.
    
    Term and Renewal
    
    
    1520.
    
    Notices
    
    
    1621.
    
    Applicable Laws/Disputes
    
    
    1622.
    
    Waiver
    
    
    1723.
    
    Default
    
    
    1724.
    
    Survival of Terms
    
    
    1725.
    
    Inurement
    
    
    1726.
    
    Entire Agreement/Modification
    
    
    1727.
    
    Counterparts
    
    
    18
 Page 2




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##### 



MASTER GEOPHYSICAL
DATA ACQUISITION AGREEMENT
 Master Agreement Agreement Company Contractor Party Parties
  1. NATURE OF WORK
 Surveys Work
   2. SUPPLEMENTAL AGREEMENTS
 General
 (a)
    
    The area(s) (state, county/parish, etc.) where the Survey(s) will be conducted
(the Area of Operations).(b)
    
    The approximate commencement date, if applicable, of the Survey(s) (the
Commencement Date).(c)
    
    The approximate period of time or number of miles (or square miles), if
applicable, that will be required to complete the Survey(s).(d)
    
    The type of Survey(s) to be conducted. The equipment, instruments, personnel
and other items (the Crew) which will be required for the Survey(s).(e)
    
    The parameters and other technical aspects of the Survey(s) and/or the
processing of the Data acquired thereby.(f)
    
    The compensation to be paid Contractor for conducting the Survey(s) (the Compensation).(g)
    
    Any other matters of a business, operational or technical nature as may be agreed by the
Parties.
 Crew Availability
 Page 3




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##### 



Incorporation by Reference Supplemental Agreement Supplement.
 Conflicting Terms
 3. PERSONNEL, EQUIPMENT AND SUPPLIES
 General
 Additional/Different Personnel or Equipment
 4. CONDUCT OF OPERATIONS
 Conduct of Operations by Contractor)
 (a)
    
    Enter upon no lands in respect of which all necessary Land Entry Permits shall
not have been first obtained, as provided in Clause 5 below.(b)
    
    Equip its Crew with instruments and equipment as specified in the Supplemental
Agreement and maintain such equipment in good operating condition and provide its Crew
with qualified and experienced personnel.(c)
    
    Perform all Survey(s) hereunder in an orderly, efficient and workmanlike manner
in compliance with the terms of this Agreement and each Supplemental Agreement and all
applicable laws, ordinances, rules and regulations for the time being in force in every
state and locality wherein the Survey(s) hereunder is to be performed.(d)
    
    Comply fully with the provisions of all workers compensation legislation,
ordinances, rules and regulations in force in every state wherein the Survey(s) is
(are) to be performed.(e)
    
    Initiate all energy source units at a safe distance from water wells, buildings
and other structures owned by third parties for the purpose of avoiding, as far as
reasonably possible and consistent with prudent geophysical operations, damage to such
wells, buildings and other structures.(f)
    
    Attempt to minimize disturbance to the surface of the land and all crops and
other vegetation thereon. Liability for any subsequent requirements for erosional or
pollution repair or prevention
 Page 4




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##### 



which has not been caused by the negligence or other fault of Contractor shall rest
solely with Company under Clause 8.4 below, which liability shall survive the
termination of this Agreement.
 Companys Obligations
 (a)
    
    Not require Contractor to do any matter, act or thing in the performance of the
Survey(s) hereunder that is contrary to or in violation of any law, ordinance, rule or
regulation governing the subject matter of this Agreement.(b)
    
    In the event Company is responsible, under the terms of any Supplemental
Agreement, for obtaining Land Entry Permits (Clause 5 below) and/or the surveying,
shot-hole drilling or other components of a Survey (whether such services will be
provided by Company or other contractors of Company), cause such services to be
provided in a timely and competent manner and shall be responsible, to the extent
provided herein and in the Supplemental Agreement, and indemnify, save and hold
Contractor harmless for all costs, losses and liabilities related thereto.(c)
    
    Designate, sufficiently in advance to permit orderly planning of the Survey by
Contractor, each area to be surveyed and shall furnish Contractor with all land and
base maps, subsurface well data and all other information that may be necessary or
helpful to the conduct of the Survey(s), all of which shall be considered the property
of Company to be held by Contractor confidential as provided in Clause 7 below.
 Work Time
 Progress of the Work
 No Liens
   Title to Data
 Page 5




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##### 



Waiver of Mineral Interest
 5. PERMITS
 General Land Entry Permits
 Permit Fees
 Permits Obtained by Company
 6. REPORTS
 Required Reports
 Completion Report
 (a)
    
    A final report consisting of a written description of the Survey(s) performed
and the results thereof accompanied by maps on a base supplied by Company of all data
considered necessary by Company.(b)
    
    All field data sheets, computation sheets, seismograph records, weathering
data, and engineering data as may have been generated in the performance of the
Survey(s), which reports and materials shall be permanent property of Company but
accessible to Contractor for technical examination any time prior to the expiration of
this Agreement.(c)
    
    Any other reports or data as may be provided for in the applicable Supplemental
Agreement.
  USE OF REPORTS
 Page 6




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Access to Data
 7. CONFIDENTIALITY
 Confidentiality of Data
 Confidentiality Exceptions
        Government Reporting
 Page 7




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##### 



8. INDEMNITY
 8.1 ( GENERAL ) IN ORDER TO ALLOCATE THE RESPECTIVE RESPONSIBILITIES OF COMPANY AND
CONTRACTOR FOR LIABILITIES ARISING OUT OF PERSONAL INJURY OR PROPERTY DAMAGE RELATED TO THE WORK,
IT IS AGREED AS BETWEEN COMPANY AND CONTRACTOR THAT CERTAIN RESPONSIBILITIES AND LIABILITIES FOR
PERSONAL INJURIES AND PROPERTY DAMAGE ARISING OUT OF THE PERFORMANCE OF THIS AGREEMENT SHOULD BE
ALLOCATED BETWEEN THEM IN ORDER TO AVOID PROTRACTED LITIGATION BETWEEN COMPANY AND CONTRACTOR,
ALONG WITH THE ASSOCIATED LEGAL EXPENSES AND SO THAT INSURANCE OR SELF-INSURANCE MAY BE ARRANGED BY
EACH PARTY AS NECESSARY TO PROTECT THEM AGAINST THESE EXPOSURES TO LOSS. THE FOLLOWING SETS OUT
THE SPECIFICS OF THE AGREEMENTS BETWEEN COMPANY AND CONTRACTOR AS TO THE ALLOCATION OF SUCH
RESPONSIBILITIES AND LIABILITIES.
 INITIAL /s/ SCJ /s/ TNT
 8.2 ( CONTRACTORS RESPONSIBILITY ) CONTRACTOR WILL PROTECT, DEFEND, INDEMNIFY AND HOLD
COMPANY, ITS OFFICERS AND DIRECTORS, HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, LOSS, EXPENSE,
COSTS OR DAMAGES (INCLUDING COSTS OF DEFENSE ASSOCIATED THEREWITH) ARISING FROM ANY CAUSE
WHATSOEVER, INCLUDING THE NEGLIGENCE BUT EXCLUDING GROSS NEGLIGENCE OR INTENTIONALLY WRONGFUL
CONDUCT OF COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, OUT OF CONTRACTORS WORK TO BE
PERFORMED UNDER THIS AGREEMENT.
 INITIAL /s/ SCJ /s/ TNT
 8.3 ( COMPANYS RESPONSIBILITY ) COMPANY WILL PROTECT, DEFEND, INDEMNIFY AND HOLD
CONTRACTOR, ITS OFFICERS AND DIRECTORS, HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, LOSS,
EXPENSE, COSTS OR DAMAGES (INCLUDING COSTS OF DEFENSE ASSOCIATED THEREWITH) ARISING FROM ANY CAUSE
WHATSOEVER, INCLUDING THE NEGLIGENCE BUT EXCLUDING GROSS NEGLIGENCE OR INTENTIONALLY WRONGFUL
CONDUCT OF CONTRACTOR, ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, OUT OF COMPANYS WORK TO BE
PERFORMED UNDER THIS AGREEMENT.
 INITIAL /s/ SCJ /s/ TNT
 8.4 ( ROUTINE LAND DAMAGE ) NOTWITHSTANDING THE FOREGOING TO THE CONTRARY, COMPANY SHALL BE
SOLELY RESPONSIBLE FOR AND SHALL PROTECT, INDEMNIFY, DEFEND AND SAVE CONTRACTOR AND ITS
SUBCONTRACTORS HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES, DEMANDS, CAUSES OF
ACTION, JUDGMENTS AND SETTLEMENTS (INCLUDING ASSOCIATED COSTS AND REASONABLE ATTORNEYS FEES)
ARISING OUT OF CLAIMED DAMAGES TO THE LAND ON WHICH CONTRACTOR HAS PERFORMED WORK, AS WELL AS THE
CROPS, TREES, GRASS AND OTHER FLORA AND FAUNA THEREON, WATER AND IRRIGATION WELLS, HOUSES AND OTHER
STRUCTURES THEREON (COLLECTIVELY THE LAND DAMAGES) WHERE SUCH CLAIMED LAND DAMAGES RESULT FROM
THE NON-NEGLIGENT OPERATIONS OF CONTRACTOR OR ITS SUBCONTRACTORS IN THE PERFORMANCE OF THE WORK
SUBJECT TO THIS AGREEMENT AND THE APPLICABLE SUPPLEMENT. THE FOREGOING OBLIGATIONS OF DEFENSE AND
INDEMNITY OF COMPANY SHALL NOT, HOWEVER, BE APPLICABLE IN THE EVENT AND TO THE EXTENT ANY SUCH
CLAIMED LAND DAMAGES RESULT FROM THE NEGLIGENT
 Page 8




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OPERATIONS OF CONTRACTOR OR ITS SUBCONTRACTORS OR WHICH ARE OTHERWISE NOT IN ACCORDANCE WITH THE
TERMS OF THIS AGREEMENT OR THE APPLICABLE SUPPLEMENT.
 INITIAL /s/ SCJ /s/ TNT
 8.5 ( LIABILITY INSURANCE ) THE INDEMNITY OBLIGATION OF THE RESPECTIVE PARTIES, AS SET
FORTH IN CLAUSES 8.2, 8.3 AND 8.4 ABOVE, SHALL BE SUPPORTED BY LIABILITY INSURANCE PROVIDED BY EACH
PARTY IN THE AMOUNT OF THE LESSER OF (I) $1,000,000 OR (II) THE MINIMUM AMOUNT REQUIRED BY
APPLICABLE LAW.
 INITIAL /s/ SCJ /s/ TNT
 8.6 ( PERMIT LIABILITY ) COMPANY SHALL PROTECT, DEFEND, INDEMNIFY AND SAVE CONTRACTOR
HARMLESS FROM AND AGAINST ANY CLAIM BY THE OWNER OR LESSEE OF LAND AND/OR OF A MINERAL INTEREST IN
LAND ON WHICH WORK IS PERFORMED HEREUNDER, WHICH CLAIM IS BASED UPON ANY THEORY THAT (I) THE
OPERATIONS OF CONTRACTOR HEREUNDER HAVE DEPRECIATED THE VALUE OF THE MINERALS UNDERLYING SUCH LAND,
(II) MINERAL TRESPASS, (III) THE WRONGFUL TAKING, CONVERSION OR DEPRIVATION OF SUBSURFACE AND/OR
MINERAL INFORMATION OR (IV) ANY SIMILAR THEORY OF RECOVERY (COLLECTIVELY TRESPASS CLAIMS).
HOWEVER, THE FOREGOING INDEMNIFICATION OF COMPANY SHALL NOT APPLY AND COMPANY SHALL NOT BE
RESPONSIBLE FOR ANY TRESPASS CLAIMS IN ANY CASE AND TO THE EXTENT WHERE CONTRACTOR NEGLIGENTLY
FAILS TO OBSERVE CONDITIONS OR RESTRICTIONS CONTAINED IN ANY SUCH PERMITS, PROVIDED THAT SAME HAVE
BEEN PROVIDED BY COMPANY TO CONTRACTOR SUFFICIENTLY IN ADVANCE OF OPERATIONS ACROSS THE LANDS
COVERED THEREBY.
 INITIAL /s/ SCJ /s/ TNT
 8.7 ( TAPE RESPONSIBILITY ) CONTRACTOR SHALL BE RESPONSIBLE FOR THE SAFEKEEPING OF FIELD
TAPES WHILE SUCH TAPES ARE IN THE CUSTODY OF CONTRACTOR UNTIL SUCH TIME AS CONTRACTOR DELIVERS SAID
TAPES TO A REPRESENTATIVE OF COMPANY OR PLACES THEM IN THE POSSESSION OF A CARRIER DESIGNATED BY
COMPANY (OR IF COMPANY DOES NOT SO DESIGNATE A CARRIER, ANY REPUTABLE CARRIER SELECTED BY
CONTRACTOR) FOR DELIVERY TO COMPANY OR A THIRD PARTY DESIGNATED BY COMPANY. IN THE EVENT OF LOSS
OF OR DAMAGE TO ANY TAPES FOR WHICH CONTRACTOR IS RESPONSIBLE, AS PROVIDED HEREIN, CONTRACTORS
SOLE AND ONLY RESPONSIBILITY TO COMPANY SHALL BE, AT THE OPTION OF COMPANY, EITHER (I) REACQUIRE
THE DATA AFFECTED BY SUCH LOSS OR DAMAGE OR TO (II) REFUND (OR GRANT CREDIT) TO COMPANY FOR ALL
COMPENSATION PAID (OR PAYABLE) TO CONTRACTOR WITH RESPECT TO SUCH DATA SO AFFECTED.
NOTWITHSTANDING THE FOREGOING, CONTRACTORS OBLIGATIONS HEREIN SHALL BE FULLY SATISFIED IN THE
EVENT CONTRACTOR OR COMPANY HAS DUPLICATE, UNDAMAGED COPIES OF THE AFFECTED DATA AND, IF CONTRACTOR
HAS SUCH DUPLICATE TAPE, IT PROMPTLY PROVIDES SAME TO COMPANY SUBJECT TO CLAUSE 4 ABOVE.
 INITIAL
/s/ SCJ /s/ TNT
 8.8 ( WAGES/BENEFITS ) CONTRACTOR SHALL BE SOLELY LIABLE FOR THE PAYMENT OF (I) ALL WAGES
AND SALARIES EARNED BY AND PAYABLE TO ITS EMPLOYEES AS WELL AS FOR WITHHOLDING AND/OR PAYMENT OF
ALL SOCIAL SECURITY TAXES, RETIREMENT PENSIONS, BENEFITS AND ANNUITIES, NOW, OR HEREAFTER IMPOSED
BY THE GOVERNMENT OF THE U.S.A. OR BY ANY STATE OR OTHER POLITICAL SUBDIVISION THEREOF AND (II) FOR
BENEFITS WHICH ARE NOW OR HEREAFTER OFFERED BY CONTRACTOR TO ITS EMPLOYEES.
 Page 9




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CONTRACTOR SHALL INDEMNIFY AND SAVE COMPANY, ITS OFFICERS AND DIRECTORS, HARMLESS FROM ANY CLAIMS,
DEMANDS OR LIABILITY FOR SUCH WAGES, SALARIES OR BENEFITS, AS WELL AS FOR ANY WITHHOLDING OR SOCIAL
SECURITY TAXES, CONTRIBUTIONS OR OTHER BENEFITS RELATED THERETO.
 INITIAL /s/ SCJ /s/ TNT
 8.9 ( HANDLING OF CLAIMS )
 8.9.1 ( GENERAL ) IN THE EVENT EITHER PARTY HERETO LEARNS OF ANY CLAIM, LIABILITY,
DEMAND OR CAUSE OF ACTION RELATING TO THIS AGREEMENT OR THE PERFORMANCE OF IT, SAID PARTY SHALL
GIVE NOTICE THEREOF AS PROMPTLY AS POSSIBLE TO THE OTHER PARTY. IF INDEMNIFICATION IS REQUIRED BY
ANY OF THE TERMS OF THIS AGREEMENT, THE RESPONSIBLE PARTY SHALL DEFEND THE OTHER AND PAY ALL
SETTLEMENTS, JUDGMENTS, COSTS, INCLUDING REASONABLE ATTORNEYS FEES, AND OTHER EXPENSES, WHETHER
RELATED OR UNRELATED, SIMILAR OR DISSIMILAR TO THE FOREGOING, INCIDENT THERETO. EACH PARTY, IF
REQUESTED, AGREES TO COOPERATE WITH THE OTHER IN ANY SUCH DEFENSE, AND THE RESPONSIBLE PARTY SHALL
REIMBURSE THE OTHER FOR ALL REASONABLE EXPENSES INCURRED IN CONNECTION THEREWITH.
 INITIAL /s/ SCJ /s/ TNT
 8.9.2 ( CONTROL OF DEFENSE ) THE PARTY HERETO PROVIDING INDEMNITY TO THE OTHER PARTY
SHALL HAVE THE RIGHT TO CONTROL THE DEFENSE OF ANY SUCH CLAIM OR LAWSUIT WITH ATTORNEYS SELECTED BY
SUCH PARTY OR ITS INSURERS. HOWEVER, THE OTHER PARTY SHALL HAVE THE RIGHT, AT ITS SOLE EXPENSE, TO
PARTICIPATE IN THE DEFENSE OF SUCH CLAIM OR LAWSUIT WITH LEGAL COUNSEL OF ITS OWN SELECTION.
 INITIAL /s/ SCJ /s/ TNT
 8.10 ( COMPANYS CO-VENTURERS ) IN THE EVENT COMPANY IS IN ASSOCIATION WITH, IS OPERATOR
FOR OR HAS SOME OTHER CONTRACTUAL RELATIONSHIP WITH OTHER COMPANIES, INDIVIDUALS OR OTHERS IN
CONNECTION WITH THE WORK TO BE PERFORMED HEREUNDER, THE ABOVE INDEMNIFICATIONS EXTENDED BY
CONTRACTOR TO COMPANY SHALL ALSO EXTEND TO THOSE PARTIES, AND THEIR OFFICERS, DIRECTORS AND
EMPLOYEES, TO WHICH COMPANY IS CONTRACTUALLY RELATED.
 INITIAL /s/ SCJ /s/ TNT
 8.11 ( CONSEQUENTIAL DAMAGES ) NEITHER PARTY HERETO SHALL, NOTWITHSTANDING THE FOREGOING,
BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES
ARISING, IN ANY EVENT, FROM THE CONDUCT OF THE PARTIES UNDER THE TERMS HEREOF, INCLUDING WITHOUT
LIMITATION, LOSS OF REVENUE OR PROFITS. FURTHERMORE EACH PARTY HEREBY FOREVER RELEASES AND
INDEMNIFIES THE OTHER FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES, DAMAGES AND EXPENSES
ARISING THEREFROM.
 INITIAL /s/ SCJ /s/ TNT
 8.12 (EXTRAHAZARDOUS SERVICES) IF CONTRACTOR IS REQUESTED BY COMPANY TO PERFORM SURVEYS IN AN
URBANIZED OR ENVIRONMENTALLY SENSITIVE AREA OR UNDER OTHER EXTRAHAZARDOUS CONDITIONS, THEN COMPANY
AND CONTRACTOR SHALL AGREE
 Page 10




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ON AN INDEPENDENT COMPANY TO MONITOR THE PERFORMANCE OF SUCH SURVEYS. NOTWITHSTANDING ANYTHING TO
THE CONTRARY HEREIN, IT IS FURTHER AGREED THAT, UNLESS OTHERWISE INSTRUCTED BY COMPANY, CONTRACTOR
SHALL BE DEEMED TO BE IN FULL COMPLIANCE WITH CONTRACTORS OBLIGATIONS AND DUTIES HEREUNDER
REGARDING VIBRATION AND/OR DETONATION OF EXPLOSIVES OR DISCHARGES OF SHOT POINTS BY CONTRACTOR IN
THE NORMAL COURSE OF ITS OPERATIONS WHEN SUCH DETONATIONS OR DISCHARGES ARE OF NO GREATER QUANTITY
AND AT NO LESSER DISTANCE FROM THE OBJECTS AS PROVIDED FOR BY THE DIRECTION OF AN INDEPENDENT
MONITORING COMPANY MUTUALLY AGREED UPON BY COMPANY AND CONTRACTOR. TO THE EXTENT CONTRACTORS
PERFORMANCE CONFORMS WITH THE FOREGOING MONITORING COMPANYS DIRECTIONS, OR COMPANYS INSTRUCTION,
COMPANY SHALL PROTECT, DEFEND, INDEMNIFY AND HOLD HARMLESS CONTRACTOR FROM AND AGAINST ALL THIRD
PARTY CLAIMS, LIABILITIES, LOSS, COSTS, EXPENSE DAMAGES, DEMANDS, CAUSES OF ACTION, JUDGEMENTS AND
SETTLEMENTS (INCLUDING COSTS OF DEFENSE AND ATTORNEYS FEES ASSOCIATED THEREWITH) THAT ARISE OUT OF
OR OCCUR AS A RESULT OF SUCH SHOT POINTS/VIBRATOR STATIONS. THE INDEMNIFICATION SHALL APPLY
WHETHER OR NOT CONTRACTOR IS CLAIMED TO BE OR IS ADJUDICATED TO BE NEGLIGENT BY VIRTUE OF SO
LOCATING SUCH SHOT POINTS/VIBRATOR STATIONS.
 INITIAL /s/ SCJ /s/ TNT
 9. INSURANCE
 General
       Insurance Certificates
 9.3 ( MISCELLANEOUS ) IT IS UNDERSTOOD AND AGREED THAT CONTRACTORS INSURANCE COVERAGE AS
DETAILED IN THE FOREGOING SECTIONS SHALL AFFORD COMPANY PROTECTION AND COVERAGE AS A NAMED
ADDITIONAL INSURED WITH RESPECT
 Page 11




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TO THOSE MATTERS COVERED BY SPECIFIC INDEMNITY AGREEMENTS EXTENDED BY CONTRACTOR ELSEWHERE PROVIDED
HEREIN AND, EXCEPT FOR WORKERS COMPENSATION INSURANCE, COMPANY SHALL BE NAMED AN ADDITIONAL INSURED
PARTY UNDER SAID POLICIES BUT ONLY TO THE EXTENT OF THE LIABILITIES ASSUMED BY CONTRACTOR UNDER THE
TERMS HEREOF. ALL INSURANCE POLICIES REQUIRED BY THIS AGREEMENT TO BE MAINTAINED BY CONTRACTOR
SHALL BE ENDORSED WHEREBY CONTRACTORS INSURERS SHALL WAIVE THEIR RIGHTS OF SUBROGATION AGAINST
COMPANY, ENTITIES AFFILIATED WITH COMPANY AND THEIR RESPECTIVE INSURERS TO THE EXTENT OF THE
LIABILITIES ASSUMED HEREIN BY CONTRACTOR. ANY AND ALL DEDUCTIBLES OR RETENTIONS APPLICABLE TO
CONTRACTORS INSURANCE COVERAGES SHALL BE ASSUMED BY CONTRACTOR AT ITS SOLE EXPENSE. UNLESS
PROHIBITED OR LIMITED BY APPLICABLE LAW, INSURANCE PROVIDED BY THE PARTIES IN SUPPORT OF THEIR
RESPECTIVE INDEMNITY OBLIGATIONS SET FORTH IN CLAUSE 8 ABOVE SHALL IN NO WAY SERVE TO LIMIT EACH
SUCH PARTYS INDEMNITY OBLIGATIONS. CONTRACTOR AND COMPANY SHALL DELIVER TO EACH OTHER RESPECTIVE
CERTIFICATES OF INSURANCE EVIDENCING INSURANCE COVERAGE REQUIRED UNDER CLAUSE 8.5 AND 9 OF THIS
AGREEMENT.
 INITIAL /s/ SCJ /s/ TNT
 Subcontractors
 10. COMPLIANCE WITH LAWS/HES
 Laws
 Health, Environment and Safety
 Accidents
 11. COMPANY REPRESENTATIVE
 Company Representative Representative
 Page 12




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12. TAXES
 Equipment
 Payroll
 Income
 Sales/Use
 13. COMPENSATION/CONTRACTORS RIGHTS
 Fees
 Payment
 Late Payment
 Disputed Invoices
 Effect of Payment
 Right to Withhold Data
 Page 13




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14. INTELLECTUAL PROPERTY
 Indemnity
 Infringement Relief
 Rights to Intellectual Property Contractor hereby grants to Company a
perpetual, non-exclusive, non-transferable royalty-free license and right to use only for the
purposes of this Agreement any software programs, documents, materials or other work delivered to
Company by Contractor.
 15. INDEPENDENT CONTRACTOR
  16. ASSIGNMENT AND SUBCONTRACTS
 Subcontracts
 Assignments
 Page 14




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Right to Pledge  Optional
 17. FORCE MAJEURE
  18. AUDIT
 Audit Right
 Audit Results
 19. TERM AND RENEWAL
  Page 15




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20. NOTICES
  Contractor
    
    CompanyDawson Geophysical Company
    
    SandRidge Energy, Inc.Attention: Mr. C. Ray Tobias
    
    Attention: Todd N. Tipton508 W. Wall Street, Suite 800
    
    1601 N.W. Expressway, Suite 1600Midland, Texas 79701
    
    Oklahoma City, OK 73118
   21. APPLICABLE LAWS/DISPUTES
 Applicable Law
 Disputes
 Governing Rules
 Forum of Proceedings
 Proceedings AAA
  Page 16




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22. WAIVER
  23. DEFAULT
  24. SURVIVAL OF TERMS
  25. INUREMENT
  26. ENTIRE AGREEMENT/MODIFICATION
  Page 17




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27. COUNTERPARTS
   SANDRIDGE ENERGY, INC.
    
    
    
    DAWSON GEOPHYSICAL COMPANYBy:
    
    /s/ Todd N. Tipton
Title: EVP  Exploration
    
    
    
    By:
    
    /s/ Stephen C. Jumper

Stephen C. Jumper 
Title: President & CEODate: February 8, 2007


    
    
    
    Date: February 7, 2007
 Page 18