Exhibit 10.3


 


 





 



 


 


 


 


AMENDED
AND RESTATED HDGT DISTRIBUTION

AND SUPPLY AGREEMENT


 


dated as
of February 27, 2019


 


between


 


GENERAL
ELECTRIC COMPANY


 


and


 


BAKER
HUGHES, A GE COMPANY, LLC


 





 


 





 





 



 


 







     


     


    

 





TABLE OF
CONTENTS


 


Page


 


	Article I Definitions	6
	 	 
	Section 1.01	Certain Defined Terms	6
	 	 	 
	Article II Scope	13
	 	 
	Section 2.01	Scope	13
	 	 	 
	Article III Exclusive Distribution	14
	 	 
	Section 3.01	Distribution Appointments and Acceptance	14
	Section 3.02	Exceptions to the Distribution Appointments	15
	 	 	 
	Article IV Steering Committee	16
	 	 
	Section 4.01	Establishment of Steering Committee	16
	Section 4.02	Composition of the Steering Committee	17
	Section 4.03	Meetings	17
	Section 4.04	Matters for Steering Committee Discussion or Decision	17
	Section 4.05	Decision Making	17
	 	 	 
	Article V Mutually Exclusive Supply of Exclusive Products and Exclusive Services	18
	 	 
	Section 5.01	Commitment	18
	Section 5.02	Supplying Commitment	19
	Section 5.03	Termination of Exclusive Purchasing Commitment	19
	Section 5.04	Termination of Exclusive Supplying Commitment and Distribution Appointment	19
	 	 	 
	Article VI Quantities and Purchase Orders	23
	 	 
	Section 6.01	Forecasts	23
	Section 6.02	Orders	24
	Section 6.03	PO Contents	24
	Section 6.04	Modifications and Scheduling POs	25
	Section 6.05	Acceptance of POs	26
	Section 6.06	Frame 5 Arrangements	26
	 	 	 
	Article VII Terms & Conditions of Purchase	26
	 	 
	Section 7.01	Terms & Conditions of Purchase	26
	Section 7.02	Certain Intellectual Property	27
	Section 7.03	Frame 3 and Frame 5 Intellectual Property License	27
	 	 	 
	Article VIII Allocation of Liability	29
	 	 
	Section 8.01	Limitation of Liability	29



 






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	Article IX Pricing, Payment Terms and Invoicing	30
	 	 
	Section 9.01	Pricing and Payment Terms	30
	Section 9.02	Taxes	30
	 	 	 
	Article X Additional Agreements	31
	 	 
	Section 10.01	Supplier and Business Associates	31
	Section 10.02	Supply Chains	31
	Section 10.03	Technology Obsolescence	31
	Section 10.04	Engineering	31
	Section 10.05	Right to Participate in New BHGE HDGT Development	32
	Section 10.06	Termination of the November 1995 Nuovo Pignone Agreement	33
	 	 	 
	Article XI Term and Termination	33
	 	 
	Section 11.01	Term	33
	Section 11.02	Termination Events	34
	Section 11.03	Effect of Termination	35
	 	 	 
	Article XII GENERAL PROVISIONS	36
	 	 
	Section 12.01	Authority	36
	Section 12.02	Notices	36
	Section 12.03	Entire Agreement, Waiver and Modification	37
	Section 12.04	No Third Party Beneficiaries	37
	Section 12.05	Compliance with Laws and Regulations	38
	Section 12.06	Amended and Restated Supply Agreement	38
	Section 12.07	Governing Law; Dispute Resolution	38
	Section 12.08	Force Majeure	39
	Section 12.09	Confidentiality	39
	Section 12.10	Counterparts; Electronic Transmission of Signatures	40
	Section 12.11	Survival	40
	Section 12.12	Assignment	40
	Section 12.13	Rules of Construction	41
	Section 12.14	Non-Recourse	41
	Section 12.15	Audit	42
	Section 12.16	Export Law Compliance	42
	Section 12.17	Severability	42
	Section 12.18	Subcontractor Flow Downs for United States Government Commercial Items Contracts	42







 


 





APPENDICES


 


	Appendix 1	HDGT New Units
	Appendix 2	HDGT Services
	Appendix 3	HDGT Engineering Services
	Appendix 4	Controls Products Services



 






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	Appendix 5	Frame 5 Parts and Components
	Appendix 6	Certain Purchases and Manufactured Parts and Components as of the Date Hereof
	Appendix 7	Payment Terms for the License
	Appendix 8	Supplier Terms
	Appendix 9	GE and BHGE Respective Exceptions
	Appendix 10	Competitors
	Appendix 11	Frame 5 Pricing from Distributor to Supplier
	Appendix 12	Third Party Licenses
	 	 







 


 


 


 






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AMENDED AND RESTATED HDGT DISTRIBUTION

AND SUPPLY AGREEMENT


 


This Amended and Restated
HDGT Distribution and Supply Agreement, dated as of February 27, 2019 (as amended, modified or supplemented from time to time in
accordance with its terms, this “Agreement”), is made by and between General Electric Company, a New York corporation
(“GE”), acting through its GE Gas Power business unit (“GE Power”), and legal entities operating
on GE Power’s behalf (collectively, with GE Power, “Supplier”), and Baker Hughes, a GE company, LLC, a
Delaware limited liability company (“BHGE LLC” or “Distributor”) on behalf of itself and
its Affiliates (each a “Party”, and collectively, the “Parties”).


 


RECITALS


 


WHEREAS, pursuant to
that certain Master Agreement, dated as of November 13, 2018, among GE, Baker Hughes, a GE company, a Delaware corporation (“BHGE”),
and BHGE LLC (as amended, modified or supplemented from time to time in accordance with the terms thereof, the “Master
Agreement”), GE and BHGE desire to restructure and amend the existing commercial and technological relationships between
the two companies;


 


WHEREAS, the Parties
entered into a Supply Agreement, dated as of November 13, 2018 (the “Original Agreement”), under which Distributor
agreed to purchase from Supplier Exclusive Products and Exclusive Services;


 


WHEREAS, pursuant to
the Original Agreement, the Parties agreed to enter into a Distribution Agreement (as defined in the Original Agreement), substantially
on the terms set forth in the Distribution Agreement Term Sheets (as defined in the Original Agreement);


 


WHEREAS, Supplier desires
to appoint Distributor as its exclusive distributor with respect to (a) Exclusive Products and (b) Exclusive Services, and Distributor
desires to accept such appointments in the O&G Segment;


 


WHEREAS, Supplier desires
to supply to Distributor, and Distributor desires to purchase from Supplier, Exclusive Products and Exclusive Services;


 


WHEREAS, the Parties
desire that this Agreement effect the Distribution Appointments pursuant to the terms of the Distribution Agreement Term Sheets
(as defined in the Original Agreement) and establish the exclusive terms and conditions as to the transactions for Exclusive Products
and Exclusive Services between the Parties; and


 


WHEREAS, the Parties
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, and for other good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the Parties hereby agree as follows:


 




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Article
I



Definitions


 


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


 


“Accepted PO”
shall have the meaning set forth in Section 6.02.


 


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


 


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


 


“Amended and
Restated Channel Agreement” shall mean that certain Amended and Restated Channel Agreement, dated as of November 13,
2018, between GE and BHGE (as amended, modified or supplemented from time to time in accordance with the terms thereof).


 


“Amended and
Restated Digital Agreement” shall mean that certain Amended and Restated GE Digital Master Products and Services Agreement,
dated as of November 13, 2018, between GE Digital LLC and BHGE (as amended, modified or supplemented from time to time in accordance
with the terms thereof).


 


“Amended and
Restated Intellectual Property Cross License” shall mean that certain Amended and Restated Intellectual Property Cross
License Agreement, dated as of November 13, 2018, between GE and BHGE (as amended, modified or supplemented from time to time in
accordance with the terms thereof).


 


“Amended and
Restated Stockholders Agreement” shall mean that certain Amended and Restated Stockholders Agreement, dated as of November
13, 2018, between GE and BHGE (as amended, modified or supplemented from time to time in accordance with the terms thereof).


 


“Amended and
Restated Trademark License” shall mean that certain Amended and Restated Trademark License, dated as of November 13,
2018, between GE and BHGE (as amended, modified or supplemented from time to time in accordance with the terms thereof).


 


“American Petroleum
Institute Configuration” shall mean any HDGTs configured according to a customer or a user specific request for compliance
to API Standard 616.


 


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


 


“BHGE LLC”
shall have the meaning set forth in the Preamble.


 




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“BOP Equipment”
shall mean the grouping of the equipment (generators, heat recovery steam generators, environmental control systems solutions boilers,
auxiliary and ancillary mechanical and electrical equipment and components).


 


“Business Associate”
shall have the meaning set forth in Section 3.01(c).


 


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


 


“Change in Control”
shall mean, (i) with respect to BHGE or GE Power, any sale, transfer, assignment or other disposition (directly or indirectly)
by such Person, whether in a single transaction or series of related transactions, of all or substantially all of its assets (other
than to an Affiliate) to a Competitor, (ii) with respect to BHGE, any sale, transfer, assignment or other disposition (directly
or indirectly) by such Person, whether in a single transaction or series of related transactions, of all or substantially all of
the assets of the Turbomachinery & Process Solutions (TPS) business unit (other than to an Affiliate) to a Competitor, (iii)
with respect to GE Power, any sale, transfer, assignment or other disposition (directly or indirectly), whether in a single transaction
or series of related transactions, of all or substantially all of the assets of GE Power (other than to an Affiliate) to a Competitor,
or (iv) with respect to BHGE or GE Power, any consolidation, merger or reorganization of such Person with or into another entity
or any other transaction (whether by way of sales of assets or equity interest or otherwise) as a result of which the holders of
a Competitor’s outstanding equity interests possessing the voting power (under ordinary circumstances) to elect a majority
of such Competitor’s board of directors (or similar governing body) immediately prior to such transaction beneficially own,
directly or indirectly, (A) a majority of the equity, voting, beneficial or financial interests of the surviving entity, (B) the
right to appoint or remove a majority of the board of directors or members of an equivalent management body of the surviving entity,
or (C) the power to direct or cause the direction of the management and policies of the surviving entity.


 


“Competitor”
shall mean each of the Persons set forth on Appendix 10 or any of their respective Affiliates or any entity that then Controls
any such Person or the majority of such Person’s assets.


 


“Confidential
Information” shall have the meaning set forth in Section 12.09(a).


 


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


 


“Controls Products”
shall mean with respect to (i) Exclusive Products, the associated control system in respect of any HDGT New Units and (ii) (x)
HDGTs in the O&G Segment or (y) Distributor’s installed base of HDGTs as set forth on Appendix 9-2, the spare
parts and components (including, for the avoidance of doubt, commercially available control system cards (like-for-like replacement)),
in each case, for the Mark VIe and Mark VIeS manufactured by Supplier for HDGTs, and as more particularly described on Appendix
4; provided, for the avoidance of doubt, excluding for all purposes of this definition Services in


 




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respect of technological upgrades that
would require more than a de minimis new product introduction investment from Supplier.


 


“Derivatives”
shall have the meaning set forth in Section 4.04(c).


 


“Development
Offer” shall have the meaning set forth in Section 10.03(a).


 


“Distribution
Appointments” shall mean, collectively, the Exclusive Products Distribution Appointment and the Exclusive Services Distribution
Appointment.


 


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


 


“Effective Date”
shall mean the Trigger Date.


 


“Equitable Relief”
shall have the meaning set forth in Section 12.07(e).


 


“Exclusive License
Term” shall have the meaning set forth in Section 7.03(a).


 


“Exclusive Products”
shall mean HDGT New Units.


 


“Exclusive Products
Distribution Appointment” shall mean the appointment of Distributor pursuant to Section 3.01(a) in respect of
Exclusive Products.


 


“Exclusive Service
Category” shall mean, with respect to HDGTs and related Services, in each of the following individual categories: (a)
combustion capital parts, (b) hot gas path capital parts, (c) compressor rotors, air foils and associated components, (d) structures,
(e) repair services, (f) without duplication, all other Services, (g) HDGT Engineering Services and (h) Controls Products, in each
case, excluding any Frame 5 Parts and Components.


 


“Exclusive Services”
shall mean (a) HDGT Services, (b) HDGT Engineering Services, (c) Frame 5 Parts and Components and (d) Controls Products.


 


“Exclusive Services
Distribution Appointment” shall mean the appointment of Distributor pursuant to Section 3.01(a) in respect of
Exclusive Services.


 


“Exempted Products
and Services” shall have the meaning set forth in Section 3.02(c)(v).


 


“F and HA HDGTs”
shall mean the family of HDGTs that are classified as “F or H/HA” within Supplier’s gas turbine product portfolio.


 


“Frame 5 Parts
and Components” shall mean commercially available parts and components for Frame 5 heavy duty gas turbine models, in
each case as more particularly described on Appendix 5.


 


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


 


“GE Digital
Offerings” shall have the meaning set forth in the Amended and Restated Digital Agreement.


 




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“GE Digital
Services” shall have the same meaning as the term “Services” in the Amended and Restated Digital Agreement.


 


“GE Power Exclusive
Field” shall have the meaning set forth in Section 7.03(a).


 


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


 


“HDGT BOP Services”
shall mean Services in respect of HDGT NU BOP Equipment.


 


“HDGT Engineering
Services” shall mean those engineering activities as more particularly described on Appendix 3.


 


“HDGT New Units”
shall mean new HDGT assemblies and the associated core engine control Software thereof, in each case as more particularly described
on Appendix 1, and, for the purpose of this definition, expressly excluding BOP Equipment associated with such HDGT assemblies.


 


“HDGT NU BOP
Equipment” shall mean BOP Equipment in respect of HDGT New Units.


 


“HDGT Services”
shall mean Services in respect of HDGTs (excluding for all purposes of this definition Controls Products) and, to the extent supplied
by Suppliers, HDGT BOP Services.


 


“HDGTs”
shall mean heavy duty gas turbine models that are classified as Frame 6B, Frame 6F.01, Frame 7E, Frame 9E, Frame 7F, Frame 9F,
Frame 7HA or Frame 9HA in Supplier’s manufactured gas turbine product portfolio.


 


“Highly Confidential
Information” means Confidential Information of the Supplier where, if such Confidential Information is disclosed or used
improperly, such disclosure would reasonably be expected to have a material and adverse impact on the Supplier or any of its business
units with respect to lost revenues, lost profits, loss of trade secret value, reputational risk and/or any other material and
adverse non-quantitative risks.


 


“Intellectual
Property” shall mean all of the following, whether protected, created or arising under the Laws of the United States
or any foreign jurisdiction: (i) all inventions (whether patentable or unpatentable and whether or not reduced to practice), patent
disclosures, industrial designs, all improvements thereto, and all United States and foreign patents, patent applications (including
all patents issuing thereon), statutory invention registrations and invention disclosures, together with all continuation applications
of all types, including reissuances, restorations, divisions, continuations, continuations-in-part, revisions, extensions and re-examinations
thereof, and all rights therein provided by international treaties or conventions; (ii) all United States and non U.S. copyrightable
works (including copyrights in Software), design rights, database rights, all copyrights and applications, registrations and renewals
in connection therewith, whether registered or unregistered; (iii) trade secrets, know-


 




    9 


     


    

how and information that is proprietary
and confidential; and (iv) all mask works (as defined in 17 U.S.C. §901) and all applications, registrations and renewals
in connection therewith. As used in this Agreement, the term “Intellectual Property” expressly excludes all
United States and foreign trademarks, service marks, trade dress, logos, trade names, Internet domain names, moral rights, designs,
slogans and corporate names and general intangibles of like nature, whether registered or unregistered, together with all translations,
adaptations, derivations and combinations thereof and other identifiers of source and including all goodwill associated therewith
and all rights therein provided by international treaties or conventions, common law rights, applications, registrations, pending
registrations, applications to register, reissues, extensions of the foregoing and renewals in connection therewith.


 


“IPP”
shall mean an independent power producer that is generating, producing or selling power to the grid either under a power sales
agreement or arrangement or as a merchant seller to the spot market.


 


“JV Supply Agreement”
shall have the meaning set forth in Section 7.03(e).


 


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


 


“License”
shall have the meaning set forth in Section 7.03(a).


 


“Low MW HDGTs”
shall have the meaning set forth in Section 3.02(c)(iii).


 


“Master Agreement”
shall have the meaning set forth in the Recitals.


 


“Mechanical
Drive” shall mean an application where the HDGT’s rotational energy is utilized to drive equipment other than a
generator, such as a compressor, pump, chiller or blower.


 


“New BHGE HDGT”
shall have the meaning set forth in Section 10.03(a).


 


“November 1995
Nuovo Pignone Agreement” shall have the meaning set forth in Section 10.06.


 


“Nuovo Pignone”
shall have the meaning set forth in Section 10.06.


 


“Nuovo Pignone
Agreements” shall mean the November 1995 Nuovo Pignone Agreement, that certain Technical Assistance Agreement between
GE and Nuovo Pignone dated August 31, 1995 and that certain Manufacturing Associate Agreement between GE and Nuovo Pignone dated
April 8, 1988.


 


“O&G Segment”
shall mean customers operating in the oil and gas industry in the Territory for which the application is one or more of the following
oil and gas activities for mechanical drive and/or, to the extent provided in the next sentence below, power generation: (i) drilling,
evaluation, completion and/or production; (ii) liquefied natural gas; (iii) compression and boosting liquids in upstream, midstream
and downstream; (iv) pipeline inspection and


 




    10 


     


    

pipeline integrity management; (v) processing
in refineries and petrochemical plants (including fertilizer plants); in the case of each of the foregoing clauses (i) through
(v), subject to the exclusivity provisions and the exceptions thereto set forth in Article III. The Parties acknowledge
that the O&G Segment includes the opportunity to sell Exclusive Products and Exclusive Services to customers otherwise within
the O&G Segment (pursuant to one of the clauses of the immediately preceding sentence) where fifty percent (50%) or less of
the power generated by such Exclusive Products or Exclusive Services will be dispatched to the grid, but not where more than fifty
percent (50%) of such power generated will be dispatched to the grid, such latter case being exclusively an opportunity of Supplier,
in each case, subject to the exclusivity provisions and the exceptions thereto set forth in Article III; provided,
that the foregoing determination with respect to the percentage of generated power by the application to the grid shall be made
(i) with respect to the sale of Exclusive Products or any Exclusive Services associated with any Exclusive Products, by the applicable
customer at the time of the sale of such Exclusive Products and (ii) with respect to the sale of Services associated with products
for which neither GE nor BHGE is an original equipment manufacturer at the time of the sale of such Service, by the customer at
the time of the sale of such Service.


 


“Offer Period”
shall have the meaning set forth in Section 10.03(a).


 


“Party”
or “Parties” shall have the meanings set forth in the Preamble.


 


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


 


“POs”
shall mean purchase orders issued by Distributor or any of its Affiliates to Supplier or any of its Affiliates for Exclusive Products
or Exclusive Services during the Term.


 


“Power Island”
shall mean the grouping of the equipment (gas and/or steam turbines, generators, heat recovery steam generators, environmental
control systems solutions, boilers, auxiliary and ancillary mechanical and electrical equipment and components) within a plant.


 


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


 


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


 


“Sensitive Material”
shall have the meaning set forth in Section 3.01(c).


 




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“Services”
shall mean (i) provision of commercially available parts and components, repairs, upgrades, conversions, modifications, technical
advisory services and training, installation, commissioning, operations and maintenance and maintenance services and (ii) additional
services and related ancillary and auxiliary equipment and BOP Equipment (where supplied by Supplier), in each case, for similar
purpose and intent at the same site; including, in each case, for the avoidance of doubt, in connection with any contractual service
agreements, long-term supply agreements, supply agreements, maintenance management programs, operations and maintenance or similar
services agreements but excluding, in each case, for all purposes any GE Digital Offerings and GE Digital Services.


 


“Software”
shall mean 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 HDGT
Engineering Services” shall mean those HDGT Engineering Services listed in items 1 to 7 on Appendix 3.


 


“Steering Committee”
shall have the meaning set forth in Section 4.01.


 


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


 


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


 


“Supplier Developer”
shall have the meaning set forth in Section 10.03(a).


 


“Supplier Intellectual
Property” shall mean any Intellectual Property owned by Supplier to the extent such Intellectual Property relates to,
or is otherwise used in connection with, Exclusive Products (including the manufacture and commercialization thereof) or Exclusive
Services.


 


“Supplier Sourcing
Share” shall have the meaning set forth in Section 5.04(b).


 


“Supplier Terms”
shall mean each applicable Supplier’s terms and conditions for the sale of Exclusive Products and the provision of Exclusive
Services, and as attached as Appendix 8 (part 8-1 in respect of HDGT New Units and Controls Products and part 8-2 in respect
to HDGT Services), with such amendments, modifications and supplements to each such applicable terms as Supplier may adopt from
time to time, but solely to the extent such amendments, modifications and supplements are required by applicable Law or agreed
by the Parties (which shall be incorporated in the existing Supplier Terms applicable to this Agreement as agreed to in writing
by the Parties).


 




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“Tax”
shall mean any federal, state, provincial, local, foreign or other tax, import, duty or other governmental charge or assessment
or escheat payments, or deficiencies thereof, including income, alternative, minimum, accumulated earnings, personal holding company,
franchise, capital stock, net worth, capital, profits, windfall profits, gross receipts, value added, sales, use, excise, custom
duties, transfer, conveyance, mortgage, registration, stamp, documentary, recording, premium, severance, environmental, real and
personal property, ad valorem, intangibles, rent, occupancy, license, occupational, employment, unemployment insurance, social
security, disability, workers’ compensation, payroll, health care, withholding, estimated or other similar tax and including
all interest and penalties thereon and additions to tax.


 


“Technology”
shall mean, 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.


 


“Term”
shall have the meaning set forth in Section 11.01.


 


“Termination
Date” shall mean the date on which this Agreement is terminated under Section 11.02.


 


“Termination
of Exclusivity” shall have the meaning set forth in Section 7.03(a).


 


“Territory”
shall mean worldwide.


 


“Trigger Date”
shall have the meaning set forth in the Amended and Restated Stockholders Agreement, dated as of November 13, 2018, between GE
and BHGE (as amended, modified or supplemented from time to time in accordance with the terms thereof).


 


“Triggering
Reduction” shall have the meaning set forth in Section 7.03(a).


 


Article
II



Scope


 


Section
2.01Scope. Subject to the terms and conditions herein, this Agreement shall apply to (a) the distribution of
the Exclusive Products and Exclusive Services in the O&G Segment and (b) all POs issued by Distributor or any of its Affiliates
to Supplier or any of its Affiliates for Exclusive Products or Exclusive Services, in the case of each of the foregoing clauses
(a) and (b), on or following the Effective Date during the Term in compliance with the terms of this Agreement.


 




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Article
III



Exclusive Distribution


 


Section
3.01Distribution Appointments and Acceptance


 


(a)       On
the terms and subject to the conditions set forth in this Agreement, including the limitations set forth in Section 3.02,
and further to the license granted to the Distributor under the Amended and Restated Intellectual Property Cross License, to the
extent permitted by applicable Law, Supplier hereby appoints Distributor as Supplier’s sole and exclusive (also vis-à-vis-Supplier)
distributor of Exclusive Products and Exclusive Services, in each case, in the O&G Segment (and, during such appointment, except
as provided under Section 10.01 or Section 11.02(e), Supplier and its Affiliates shall refrain from pursuing, directly
or indirectly, any such distribution in the O&G Segment or appointing any other distributor in respect of Exclusive Products
and Exclusive Services in the O&G Segment), and Distributor hereby accepts such appointment. Distributor shall market, distribute
and sell Exclusive Products and Exclusive Services consistent with substantially the same effort that Distributor would use to
market, distribute and sell other similar heavy duty products and services in its portfolio from time to time having regard to
prevailing market conditions, on the terms and subject to the conditions set forth in this Agreement. Except as expressly set forth
in Section 3.02, nothing in this Agreement is intended to nor shall grant Distributor any rights to distribute (i) any products
or services other than Exclusive Products or Exclusive Services or (ii) any Exclusive Products or Exclusive Services outside of
the O&G Segment.


 


(b)       The
relationship of Supplier and Distributor pursuant to the terms of this Agreement is that of independent contractors and does not
create or imply any relations between the Parties as partners, joint venturers, or co-owners or be deemed to constitute a partnership,
an employment relationship or an agency. None of Distributor or any of its agents, Affiliates or employees is or shall be a representative
of Supplier for any purpose, and they shall have no power or authority as agent, employee, representative, or in any other capacity
to represent, act for, bind, or otherwise create or assume any obligation on behalf of Supplier. None of Supplier or any of its
agents, including any business associates of Supplier, Affiliates or employees is or shall be a representative of Distributor for
any purpose in connection with this Agreement, and they shall have no power or authority as agent, employee, representative or
in any other capacity to represent, act for, bind, or otherwise create or assume any obligation on behalf of Distributor. All financial
obligations associated with Distributor’s business are the sole responsibility of Distributor. All financial obligations
associated with Supplier’s business are the sole responsibility of Supplier. All sales, provision of services and other agreements
between Distributor and its customers are Distributor’s exclusive responsibility and do not affect Distributor’s obligations
under this Agreement.


 


(c)       Distributor
may use subdistributors, marketers, dealers or third party sellers or service providers (each, a “Business Associate”)
from time to time to distribute Exclusive Products and Exclusive Services in the O&G Segment; provided, that, during
the Term, subject to the last sentence of this Section 3.01(c), Distributor shall notify Supplier prior to establishing
or appointing any Business Associate after the date hereof that was not established or approved by Distributor and its Affiliates
as of the date hereof; provided, further, that


 




    14 


     


    

Distributor shall not attempt or purport
to grant to any Business Associates any rights greater than those granted by Supplier to Distributor under this Agreement, including
any right to distribute outside of the O&G Segment in respect of any Exclusive Product or Exclusive Service. Distributor shall
require that any Business Associate complies with the same obligations imposed on Distributor under this Agreement, including the
Supplier Terms and, notwithstanding anything to the contrary herein, Distributor shall be fully responsible and liable hereunder
for the actions and omissions of such Business Associate in the exercise or performance of such obligations. Without prior written
consent from Supplier (such consent not to be unreasonably withheld, conditioned or delayed), Distributor and its Affiliates shall
not establish or appoint any Business Associate for the purposes of this Agreement that will have access to any Highly Confidential
Information included within the Supplier Intellectual Property (“Sensitive Material”). For the avoidance of
doubt, Sensitive Material shall not include any information, know-how or other materials or technology that are of the types provided
as of the Effective Date to customers in connection with products or services provided by or on behalf of Distributor or its Affiliates.


 


Section
3.02Exceptions to the Distribution Appointments.


 


(a)       Notwithstanding
the Distribution Appointments, Supplier shall retain the exclusive right to sell, directly or indirectly, Exclusive Products in
the O&G Segment (and Distributor and its Affiliates shall refrain from pursuing any such sale or opportunity), for any applications,
(i) requiring non-Mechanical Drive F class HDGTs (excluding 6F.01 class HDGTs) and HA class HDGTs, including such application by
natural gas-based fertilizer customers; (ii) where more than 50% of the power generated by such Exclusive Products (as determined
by the customer) will be dispatched by the application to the grid; provided, that the foregoing determination with respect
to the percentage of generated power by the application to the grid shall be made with respect to the sale of Exclusive Products,
by the applicable customer at the time of the sale of such Exclusive Products; or (iii) required by IPPs that sell power to such
IPPs’ end users in the O&G Segment (unless such end user specifies an American Petroleum Institute Configuration).


 


(b)       Notwithstanding
the Distribution Appointments, Supplier shall retain the exclusive right to provide, directly or indirectly, Exclusive Services
in the O&G Segment (and Distributor and its Affiliates shall refrain from pursuing any such sale or opportunity) for any applications
(i) for F and HA HDGTs and related BOP Equipment (other than 6F.01 class HDGTs and any F and HA HDGTs with a Mechanical Drive);
(ii) for gas turbine-based power generation plant equipment and other original equipment manufacturer Power Island equipment where
more than 50% of the power generated (as determined by the customer) will be dispatched by the application to the grid; provided,
that the foregoing determination with respect to the percentage of generated power by the application to the grid shall be made
(a) with respect to the sale of Exclusive Services associated with any Exclusive Products, by the applicable customer at the time
of the sale of such Exclusive Products and (b) with respect to the sale of Services associated with products for which neither
GE nor BHGE is an original equipment manufacturer at the time of the sale of such Service, by the customer at the time of the sale
of such Service; (iii) by IPPs that sell power to such IPPs’ end users in the O&G Segment (unless such end user specifies
an American Petroleum Institute Configuration); or (iv) in respect of heavy duty gas turbines in Supplier’s installed base
within the O&G Segment as set forth on Appendix 9-1.


 




    15 


     


    

(c)       In
addition, for the avoidance of doubt, each Party acknowledges that:


 


(i)       Distributor
shall have a non-exclusive right to purchase Supplier’s BOP Equipment in respect of Exclusive Products under the terms of
this Agreement;


 


(ii)       Neither
Distributor nor its Affiliates shall have any right under this Agreement or the Amended and Restated Intellectual Property Cross
License to provide, directly or indirectly, any Exclusive Services outside of the O&G Segment, except to the extent Distributor
is providing such Exclusive Services outside of the O&G Segment to certain heavy duty gas turbines in Distributor’s installed
base as set forth on Appendix 9-2, which provision of Exclusive Services outside of the O&G Segment to such heavy duty
gas turbines in Distributor’s installed base, for the avoidance of doubt, shall form part of the Exclusive Services Distribution
Appointment;


 


(iii)       Supplier
shall not be restricted hereunder in communicating with customers within the O&G Segment that have purchased, or may purchase,
from Distributor gas turbines with a maximum rating of less than 20MW for plants at or below 25MW total plant size (“Low
MW HDGTs”) for the purpose of providing products and services to such customers other than heavy duty gas turbines;


 


(iv)       Supplier
and Distributor agree that, (x) sales within the O&G Segment of Low MW HDGTs and Services relevant to such Low MW HDGTs shall,
to the extent permitted by applicable Law, be exclusive to Distributor and (y) sales of Low MW HDGTs and Services relevant to such
Low MW HDGTs outside of the O&G Segment shall be non-exclusive to either Party; and


 


(v)       Neither
Distributor nor its Affiliates shall have any right under this Agreement or the Amended and Restated Intellectual Property Cross
License to manufacture, purchase or distribute any HDGT spare parts or Exclusive Services in conjunction with any original equipment
manufacturers within the O&G Segment, and Distributor and its Affiliates shall source all of their requirements for such HDGT
spare parts and Exclusives Services, as the case may be, from Supplier; provided, however, that this obligation shall
exclude (x) parts and components set forth on Appendix 6 that Distributor can establish and demonstrate that it manufactures
or sources independently from third party suppliers as of the date hereof, and (y) any Services that Distributor can establish
and demonstrate that it performs independently or subcontracts to any third party supplier as of the date hereof (the foregoing
clauses (x) and (y), collectively the “Exempted Products and Services”).


 


Article
IV



Steering Committee


 


Section
4.01Establishment of Steering Committee. No later than thirty (30) days after the Effective Date, the Parties
shall establish a committee to facilitate the distribution of the Exclusive Products and provision of Exclusive Services in the
O&G Segment under this Agreement (the “Steering Committee”) in accordance with this Section 4.01.


 




    16 


     


    

Section
4.02Composition of the Steering Committee. The Steering Committee shall be comprised of up to four (4) representatives
designated by each of the Parties. Each representative shall be the Marketing or Sales Executives and Product Leadership Executives
of the designating Party. Each Party shall appoint its respective initial representatives to the Steering Committee within thirty
(30) days after the Effective Date, and may from time to time substitute its representatives, in its sole discretion, effective
upon notice to the other Party of such change. Additional representatives or consultants may from time to time be invited to attend
Steering Committee meetings, subject to such representatives’ and consultants’ written agreement to comply with the
requirements of Section 12.09 and the consent of each Party (such consent not to be unreasonably withheld). Each Party shall
bear its own expenses relating to attendance at such meetings by its representatives and consultants.


 


Section
4.03Meetings. The Steering Committee shall meet in accordance with a schedule established by mutual written agreement
of the Parties, but no less frequently than once per calendar quarter or as frequently as needed to discharge its responsibilities
under this Agreement. The Steering Committee may meet by means of teleconference, videoconference or other similar communications
equipment, in each case, over which each participant can hear and be heard.


 


Section
4.04Matters for Steering Committee Discussion or Decision. The Steering Committee shall serve as a forum for
discussion of the following matters in respect of this Agreement (subject, in each case, to appropriate confidentiality arrangements
required by either Party or the applicable antitrust Laws):


 


(a)       Supplier’s
pricing to Distributor in respect of the Exclusive Products and the Exclusive Services in effect;


 


(b)       lead
times and cycle time targets of the Exclusive Products and Exclusive Services pursuant to the terms of the last sentence of Section
6.02;


 


(c)       developments
of HDGT New Units and Controls Products, in each case, that are natural extensions or derivatives of such existing Exclusive Products
(“Derivatives”); and if Distributor elects to include such Derivatives in the Exclusive Products or Exclusive
Services, the Steering Committee shall discuss in good faith any adjustment to the pricing between the Parties in respect of the
supply and distribution of such Derivatives;


 


(d)       potential
adoption by Distributor of a potential control product manufactured by Supplier that is a technological upgrade requiring more
than a de minimis new product introduction investment from Supplier or its Affiliates (e.g., a Mark VII) and the
incorporation of such control product in Distributor’s installed base on an exclusive basis in the O&G Segment, in each
case, subject to agreement by the Parties on the scope of such exclusivity and pricing for such adoption, supply and exclusivity;
and


 


(e)       subject
in all respects to Section 12.07, any disputes between the Parties hereunder.


 


Section
4.05Decision Making.


 




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(a)       With
respect to all matters considered, reviewed and discussed by the Steering Committee, the Steering Committee shall endeavor in good
faith to reach unanimous agreement on a proposed decision with each Party (regardless of the number of attendees from the Party
at a given meeting). The Steering Committee shall reach consensus on matters (if possible) for recommendations to the management
of each Party and any such consensus recommendation shall only be binding on the Parties upon execution by each Party of definitive
agreements in respect of such matters.


 


(b)       With
respect to any matter set forth in Section 4.04(f) above, if the Steering Committee is unable to resolve such matter, then
the Steering Committee may be enlarged to include additional members, which such persons shall be the P&L CEO, CFO, General
Manager or Vice President of Supplier and Distributor, respectively, in order to reach resolution. If the enlarged Steering Committee
is unable to resolve such matter, then the disputed matter shall be subject to, and resolved in accordance with, the dispute resolution
procedure described in Section 12.07; provided, however, that the mediation procedure described in the immediately
preceding sentence shall be deemed to have satisfied any mediation requirement required pursuant to Section 12.07.


 


Article
V



Mutually Exclusive Supply of Exclusive Products

and Exclusive Services


 


Section
5.01Commitment.


 


(a)       Exclusivity.
Pursuant to Section 5.01(b), Section 5.02, and Section 5.03, during the Term, effective as of the Effective
Date, (1) Supplier or any of its Affiliates acting on its behalf shall sell to Distributor and its Affiliates acting on its behalf,
and Distributor or any of its Affiliates acting on its behalf shall purchase from Supplier, as Distributor’s sole supplier,
one hundred percent (100%) of Distributor’s requirements of Exclusive Products and Exclusive Services in the O&G Segment
and (2) except as set forth in Section 3.02 (subject to Section 3.02(c)), the exception for Exempted Products and
Services set forth in Section 5.01(b) or Section 10.01, as applicable, Supplier and its Affiliates shall not supply
to any other Person, and Distributor and its Affiliates shall not purchase from any other Person, in each case, Exclusive Products
or Exclusive Services in the O&G Segment.


 


(b)       Purchasing
Commitment. Distributor expressly covenants and agrees that, subject only to the exceptions expressly set forth in this Agreement,
during the Term, Distributor shall not purchase or otherwise obtain any Exclusive Products or Exclusive Services from any source
other than Supplier. Unless otherwise agreed to by the Parties, Distributor will not manufacture, purchase, sell or distribute
any Exclusive Products or Exclusive Services in conjunction with any original equipment manufacturers (other than Supplier hereunder),
and will exclusively source its requirements of all Exclusive Products and Exclusive Services from Supplier; provided, however,
that the obligation contained in this Section 5.01(b) shall exclude the Exempted Products and Services.


 




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Section
5.02Supplying Commitment. At all times during the Term, Supplier agrees to (a) possess and maintain the necessary
capacity, machinery, personnel and resources to sell to Distributor or any of its Affiliates acting on its behalf at least the
volume of Exclusive Products and Exclusive Services set forth in all outstanding Accepted POs and (b) make reasonable efforts to
possess and maintain the necessary capacity, machinery, personnel and resources to sell to Distributor or any of its Affiliates
acting on its behalf the volume of Exclusive Products and Exclusive Services set forth in all outstanding Distributor Forecasts,
as defined below.


 


Section
5.03Termination of Exclusive Purchasing Commitment. Without prejudice to any other rights or remedies to which
Distributor may be entitled under this Agreement or applicable Law, including the right to seek damages and/or Equitable Relief,
upon written notice to Supplier, Distributor shall be relieved of its exclusivity obligations under Section 5.01(a), Section
5.01(b) and Section 10.02, (i) if Supplier materially and repeatedly defaults on the performance of its obligations
under (x) Section 5.01(a) or Section 5.02, (y) Article III or (z) ‎Section 10.05 and, in the case
of each of the foregoing clauses (x) to (z), is not able to cure such material and repeated default within sixty (60) days following
written notice of such material and repeated default from Distributor or (ii) upon the occurrence of a Change in Control of GE
Power; provided, that if Supplier disputes that such a material and repeated default has occurred, then senior management
representatives of the Parties shall meet, no later than fifteen (15) days following delivery of written notice from one Party
to the other Party requesting such meeting, to attempt to resolve such dispute. The Parties shall use all reasonable efforts to
fully resolve the dispute and to find a cure, in each case, within the cure periods set forth above, and if not so resolved or
cured within such cure periods, the termination shall become effective upon Distributor’s delivery of a written notice to
Supplier. Distributor shall be entitled to seek other available remedies pursuant to this Agreement (and, for these purposes, the
limitation on liability for loss of profit or revenues in Section 8.01 shall not apply solely with respect to damages incurred
by Distributor or its Affiliates from Supplier’s material and repeated defaults on the performance of its obligations under
Section 5.01(a) or Section 5.02 or Article III).


 


Section
5.04Termination of Exclusive Supplying Commitment and Distribution Appointment. Upon written notice to Distributor,
Supplier shall be relieved of its exclusivity obligations under Section 3.01(a) and its exclusivity obligations and obligation
to supply one hundred percent (100%) of Distributor’s requirements in the O&G Segment under Section 5.01(a) if:


 


(a)       Distributor
materially and repeatedly defaults on the performance of its obligations under (i) Section 5.01(a), Section 5.01(b)
and Section 10.02, (ii) Article III and (iii) ‎Section 10.05 and, in the case of each of the foregoing
clauses (i) to (iii), is not able to cure such material and repeated default within sixty (60) days following written notice of
such material and repeated default from Supplier; provided, that if Distributor disputes that such a default has occurred,
then senior management representatives of the Parties shall meet, no later than fifteen (15) days following delivery of written
notice from one Party to the other Party requesting such meeting, to attempt to resolve such dispute. The Parties shall use all
reasonable efforts to fully resolve the dispute and to find a cure, in each case, within the cure periods set forth above, and
if not so resolved or cured within such cure periods, such termination with respect to Supplier’s


 




    19 


     


    

exclusivity obligations under ‎Section
3.01(a) and ‎Section 5.01(a) shall become effective upon Supplier’s delivery of a written notice to Distributor;


 


(b)       Distributor
reduces in any twenty-four (24)-month period the Supplier Sourcing Share with respect to any Exclusive Service Category (that Distributor
purchases pursuant to this Agreement) by thirty percent (30%) as compared to the Supplier Sourcing Share with respect to such Exclusive
Service Category purchased from Supplier in the most recently completed twenty-four (24) month period in respect of such Exclusive
Service Category during the applicable Term, and Supplier (i) has available capacity to supply such Exclusive Service Category
pursuant to the Agreement and (ii) is not then in Material Breach of this Agreement (which such Material Breach is incapable of
being satisfied or cured by Supplier within thirty (30) calendar days following receipt of written notice from Distributor of such
Material Breach); provided, that Supplier shall no longer be bound by Section 5.01(a) only with respect to such Exclusive
Service Category. Upon reasonable request from Supplier, Distributor shall provide to Supplier, in reasonable detail, the Supplier
Sourcing Share with respect to applicable time periods. For purposes of this Section 5.04(b), “Supplier Sourcing Share”
means the amount of the sourcing costs incurred by Distributor with respect to any Exclusive Service Category purchased by Distributor
from Supplier in any given period of time divided by the aggregate amount of the sourcing costs (including costs internally incurred
by Distributor in respect of manufacturing or sourcing any Exempted Products and Services or otherwise) as measured by the aggregate
sales volume for such Exclusive Service Category (including any Exempted Products and Services) sold by Distributor in the same
measurement period; or


 


(c)       Upon
the occurrence of a Change in Control of BHGE.


 


Section
5.05Certain Agreed Remedies.


 


(a)       Specified
Arbitration. In the case of Supplier being relieved of its exclusivity obligations hereunder following a termination
pursuant to Section 5.04(a) or Section 5.04(b) (only with respect to the applicable Exclusive Service Category)
the procedures set forth in Section 5.05(b) shall immediately apply to all POs submitted by Distributor or its
Affiliates following the date of the notice of termination (the “Covered POs”; it being understood and
agreed that POs submitted prior to such notice date shall be subject to the terms and conditions of this Agreement without
giving effect to this Section 5.05, and Distributor shall not submit POs (and Supplier shall not be obligated to
accept such POs) after commencement of the applicable cure period under Section 5.04(a) or Section 5.04(b)
except in the ordinary course of business consistent with past practice). If Distributor disputes such termination by
Supplier, then such dispute shall be resolved solely in accordance with ‎Section 12.07(c) and ‎Section
12.07(d) and Distributor and Supplier and their Affiliates hereby waive any right to seek Equitable Relief in respect of
such termination other than as expressly provided in this Section 5.05 (such dispute resolution process subject to
such waiver, the “Specified Arbitration”).


 


(b)       Remedy
Pending Determination of Specified Arbitration. Pending such determination of the Specified Arbitration, the following procedures
shall apply in respect of all Covered POs:


 




    20 


     


    

(i)       if
Distributor elects to submit such termination by Supplier to Specified Arbitration, Distributor shall deliver a written notice
to Supplier of such election;


 


(ii)       such
notice by Distributor to Supplier shall be accompanied with a list of its then-existing long-term service agreements for multi-year
maintenance (“LTSAs”) specifying in reasonable detail (x) with respect to each LTSA, the related term, applicable
products lines, an estimate of the annual Exclusive Product and Exclusive Service volume required by Distributor pursuant to such
LTSA and such other information as reasonably requested by Supplier and (y) Distributor’s approximate inventory of Exclusive
Products and Exclusive Services as of the date of such notice; and


 


(iii)       Supplier
shall supply to Distributor Exclusive Products and Exclusive Services in the O&G Segment on a non-exclusive basis (i.e.,
in addition to supplying other distributors or customers directly or indirectly in the O&G Segment) (A) at then-prevailing
market prices (but otherwise in accordance with the terms and conditions under this Agreement, including lead times, cycle times
and Supplier Terms and each PO submitted by Distributor shall identify the LTSA to which such PO relates), and Distributor and
its Affiliates shall continue to purchase from Supplier (and no other Person), one hundred percent (100%) of its requirements (for
the avoidance of doubt, other than Exempted Products and Services) to enable it to perform its obligations under the LTSAs and
(B) at then-prevailing market prices and on market lead times and cycle times (but otherwise in accordance with the terms and conditions
under this Agreement, including the Supplier Terms) to Distributor and, Distributor and its Affiliates shall continue to purchase
from Supplier (and no other Person), one hundred percent (100%) of its requirements for Exclusive Products and Exclusive Services
in the O&G Segment (exclusive of any LTSA commitments) (“Non-LTSA Supply”).


 


(iv)       For
purposes of the immediately preceding clause (iii), no effect shall be given to (1) any material modification of any LTSA with
respect to the scope of products and services covered during the term of the Specified Arbitration or (2) any extension or renewal
of any LTSA other than (x) pursuant to the exercise of an extension or renewal option by the customer (not requiring the consent
of Distributor or its Affiliates) pursuant to the terms of the applicable LTSA in effect on the date of the notice of termination
or (y) that is otherwise requested by the customer and agreed by Supplier, and Supplier shall notify Distributor within ten (10)
Business Days of request by Distributor whether or not it agrees. If Supplier does not agree to any such extension or renewal request,
then Distributor’s purchase obligations under this Agreement (including for the avoidance of doubt Distributor’s obligations
under Section 5.01(a), Section 5.01(b) and Section 10.02) with respect to such LTSA shall terminate, and Distributor
and its Affiliates shall have the right to source supply for such LTSA from third parties or internally solely for the O&G
Segment.


 


(c)       Remedy
if Specified Arbitration Results in Distributor’s Favor. If the Specified Arbitration is resolved in Distributor’s
favor and Supplier’s termination pursuant to Section 5.04(a) or Section 5.04(b), as applicable, is overturned,
the following procedures shall apply:


 




    21 


     


    

(i)       Supplier
will promptly reimburse in cash the difference between such market price and the price agreed pursuant to this Agreement for all
amounts collected by Supplier in respect of Exclusive Products and Exclusive Services purchased by Distributor or its Affiliates
under Section 5.05(b)(iii) (plus interest thereon at an interest rate equal to 7.5% per annum, accruing from the date of
such termination pursuant to Section 5.04(a) or Section 5.04(b) through the date of payment by Supplier);


 


(ii)       Distributor
shall be entitled to seek other available remedies pursuant to this Agreement (and, for these purposes, the limitation on liability
for loss of profit or revenues in Section 8.01 shall not apply), in each case, solely with respect to damages incurred by
Distributor or its Affiliates; and


 


(iii)       the
terms of this Agreement, including without limitation price, exclusivity and lead times and cycle times, with respect to the supply
of Exclusive Products and Exclusive Services in the O&G Segment, will immediately be reinstated retroactively to the date of
delivery of the notice of termination.


 


(d)       Remedy
if Specified Arbitration Results in Supplier’s Favor. If the Specified Arbitration is resolved in Supplier’s favor
and Supplier’s termination pursuant to Section 5.04(a) or Section 5.04(b), as applicable, is upheld, the following
procedures will apply:


 


(i)       Supplier
will continue to supply on a non-exclusive basis (i.e., in addition to supplying other distributors or customers directly
or indirectly in the O&G Segment), and Distributor will continue to purchase from Supplier (and no other Person) Distributor’s
LTSA requirements, in each case, of Exclusive Products and Exclusive Services in the O&G Segment (for the avoidance of doubt,
other than Exempted Products and Services), in accordance with Section 5.05(b)(iii)(A). For purposes of the foregoing, no
effect shall be given to (1) any material modification of any LTSA with respect to the scope of products and services covered during
the term thereof or (2) any extension or renewal of any LTSA other than (x) pursuant to the exercise of an extension or renewal
option by the customer (not requiring the consent of Distributor or its Affiliates) pursuant to the terms of the applicable LTSA
in effect on the date of the notice of termination or (y) that is otherwise requested by the customer and agreed by Supplier, and
Supplier shall notify Distributor within ten (10) Business Days of request by Distributor whether or not it agrees. If Supplier
does not agree to any such extension or renewal request, then Distributor’s purchase obligations under this Agreement (including
for the avoidance of doubt Distributor’s obligations under Section 5.01(a), Section 5.01(b) and Section
10.02) with respect to such LTSA shall terminate, and Distributor and its Affiliates shall have the right to source supply
for such LTSA from third parties or internally solely for the O&G Segment;


 


(ii)       Supplier
will have a one-time option exercisable within twenty (20) Business Days from the date the Specified Arbitration decision is rendered
by the tribunal (which election by Supplier shall be binding for the remainder of the Term) either to (x) continue to supply to
Distributor on an non-exclusive basis (i.e., in addition to supplying other distributors or customers directly or indirectly
in the O&G Segment) at the prevailing market prices, and require Distributor to continue to purchase from


 




    22 


     


    

Supplier (and no other Person),
in each case, Exclusive Products and Exclusive Services in the O&G Segment (for the avoidance of doubt, other than Exempted
Products and Services), with respect to Non-LTSA Supply in accordance with Section 5.05(b)(iii)(B) or (y) terminate both
Supplier’s supply obligation and Distributor’s purchase obligation (including for the avoidance of doubt Distributor’s
obligations under Section 5.01(a), Section 5.01(b) and Section 10.02) with respect to such Non-LTSA Supply
(and, for the avoidance of doubt, any such purchase of Non-LTSA Supply by Distributor from third parties or sourced internally
shall be solely in the O&G Segment); and


 


(iii)       Supplier
shall be entitled to seek other available remedies pursuant to this Agreement (and, for these purposes, the limitation on liability
for loss of profit or revenues in Section 8.01 shall not apply) solely with respect to damages incurred by Supplier or its
Affiliates from Distributor’s material and repeated defaults on the performance of its obligations under Section 5.01(a)
or Section 5.01(b) or Section 10.02 or Article III.


 


(e)       The
parties agree that the remedies set forth in this Section 5.05 are the sole and exclusive remedies in connection with the
matters set forth in Section 5.04 and for the avoidance of doubt, shall not result in extending the Term of this Agreement
other than as set forth in Section 11.01.


 


Section
5.06Effect of Termination of Exclusive Supplying Commitment and Distribution Appointment. In the event of (i)
Distributor being relieved of its exclusivity obligations following a termination pursuant to Section 5.03, and this Agreement
not otherwise being terminated in accordance with Section 11.02, Supplier shall continue (A) to be bound by its exclusivity
obligations under Section 3.01(a) and its exclusivity obligations and obligation to supply, one hundred percent (100%)
of Distributor’s requirements in the O&G Segment under Section 5.01(a) and (B) to supply to Distributor Exclusive
Products and Exclusive Services in the O&G Segment in accordance with each Accepted PO and (ii) Supplier being relieved of
its exclusivity obligations following a termination pursuant to Section 5.04(a) or Section 5.04(b), and this Agreement
not otherwise being terminated in accordance with Section 11.02, except as set forth in Section 5.05, Supplier shall
no longer have an obligation to supply Distributor pursuant to Section 5.01(a) on an exclusive basis and Distributor shall
be deemed to be a non-exclusive distributor of Supplier in the O&G Segment for Exclusive Products and Exclusive Services (but
in the case of Section 5.04(b), in each case only with respect to the applicable Exclusive Service Category).


 


Article
VI



Quantities and Purchase Orders


 


Section
6.01Forecasts. On the first Business Day of the first November following the Effective Date, and on each subsequent
anniversary thereof during the Term, Distributor shall provide Supplier with a rolling forecast setting forth its purchase requirements
for the following calendar year for each Exclusive Product and Exclusive Service (each, a “Distributor Forecast”).
Distributor shall provide at least quarterly updates to a Distributor Forecast in the event there are material changes in any Distributor
Forecast. In addition,


 




    23 


     


    

Distributor and Supplier shall meet every
calendar quarter to discuss Distributor’s forecasting so that the Parties can coordinate with respect to upcoming annual
inventory needs in respect of Exclusive Products and Exclusive Services.


 


Section
6.02Orders. Distributor shall deliver POs for the quantities of Exclusive Products or Exclusive Services that
Distributor desires to purchase hereunder to standard lead time and cycle time targets (which targets the Parties shall agree to
prior to the Effective Date), which targets shall be in effect for the immediately following (a) thirty-six (36) months of the
Term in respect of the Exclusive Services and (b) twenty-four (24) months in respect of Exclusive Products. If the Parties are
unable to agree to standard lead time and cycle time targets prior to the Effective Date, then such standard lead times and cycle
time targets will be determined by mediation with a mutually agreed upon third party mediator, and such determination led by the
mediator shall be final and binding for the Parties for any such lead times and cycle time targets agreed to by the Parties in
such mediation. The PO shall represent a binding commitment by Distributor to purchase and, upon written acceptance and acknowledgement
by Supplier of the PO (each, an “Accepted PO”), a binding commitment by Supplier to supply such Exclusive Products
or Exclusive Services. For the avoidance of doubt, Supplier shall accept and acknowledge all POs from Distributor that comply with
the terms of this Agreement (including Section 5.01(a)(1) and Section 5.02(b)) and the Supplier Terms, in each case
without modification, following agreement by Supplier on technical specifications in respect of such PO. Notwithstanding anything
to the contrary contained in this Agreement or any PO, unless otherwise expressly agreed upon by the Parties in writing, no modification
of this Agreement shall be effected by the use of any Accepted PO or other form containing any terms and/or conditions that are
inconsistent with those of this Agreement (other than modifications as agreed to in accordance with Section 6.03(h)). The
Parties hereby acknowledge and agree that, unless otherwise expressly agreed upon by the Parties in writing, any such inconsistent
terms and conditions (other than modifications as agreed to in accordance with Section 6.03(h)) shall be null and void and
be of no force or effect against the Parties and in the event of any conflict between the terms and conditions contained in this
Agreement and any terms and conditions contained in any Accepted PO or other form, the terms and conditions contained in this Agreement
and the applicable Supplier Terms shall govern. The Steering Committee shall review annually during the Term established lead times
and cycle times for Exclusive Products and Exclusive Services and shall implement any mutually agreed modifications.


 


Section
6.03PO Contents. POs issued by Distributor or any of its Affiliates on its behalf pursuant to this Agreement
shall contain:


 


(a)       a
PO number;


 


(b)       an
Exclusive Products or Exclusive Services description or reference and scope of supply;


 


(c)       the
requested delivery date or dates or delivery forecast and delivery terms if different from the terms set forth in the applied Supplier
Terms;


 


(d)       the
applicable prices as determined in accordance with Section 9.01 of this Agreement or as otherwise agreed in writing between
the Parties;


 




    24 


     


    

(e)       the
quantities to be released for delivery;


 


(f)       any
applicable technical requirements;


 


(g)       any
clauses required by applicable Law;


 


(h)       any
clauses requested by Distributor, including to comply with its customer terms, that are different from the Supplier Terms, which
will be expressly identified and clearly highlighted in the PO in order to ensure that Supplier is aware of and can expressly agree
to and comply with such clauses; provided that any such different clauses accepted by Supplier must be expressly identified
and clearly highlighted in Supplier’s acknowledgement of the PO by clause or sub-clause number (as applicable); provided,
further, that, in each case, Supplier is not required to agree to any such Distributor requests; and


 


(i)       a
statement on the face of the PO that reads as follows: “The parties agree that notwithstanding any reference to any other
document, this purchase order shall be governed by that certain HDGT Distribution and Supply Agreement entered into by and between
General Electric Company, a New York corporation, on behalf of its GE Gas Power business unit, and Baker Hughes, a GE company,
LLC, a Delaware limited liability company, on November 13, 2018, as amended, modified or supplemented from time to time in accordance
with its terms”; provided that the terms of this Agreement shall apply notwithstanding the absence of such statement
on the face of any PO between the Parties during the Term of this Agreement.


 


Section
6.04Modifications and Scheduling POs.


 


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


 


(b)       Supplier
agrees to provide a general schedule (with detail reasonably sufficient for the complexity of the scope of supply of the application
to Distributor to verify the progress in light of Supplier’s commitment) and confirmation of completion/shipment date(s)
at the time a PO is placed and accepted; provided that none of these schedules or confirmations shall modify any applicable
agreed delivery date(s) set forth in the relevant POs as accepted by Supplier. Subject to appropriate safeguards for the protection
of Supplier’s proprietary information and upon reasonable advance request, Supplier also agrees to allow Distributor’s
staff regular access to its facilities to review the Accepted PO status and quality, and to provide a


 




    25 


     


    

monthly report on schedule status. In the
event that any portion of Exclusive Products or Exclusive Services falls behind agreed delivery schedule in respect of the applicable
Accepted PO, Supplier shall (i) without prejudice to Distributor’s rights under the Supplier Terms, provide periodic written
reasonably detailed report on action items as needed with regard to the status of the Accepted PO completion and (ii) allow for
on-site expediting by Distributor or a qualified agent appointed by Distributor.


 


Section
6.05Acceptance of POs. All POs, acceptances, change orders and other writings or electronic communications between
the Parties, regardless of whether stated on the face of the PO or not, shall be governed by this Agreement.


 


Section
6.06Frame 5 Arrangements. During the Term, (a) Supplier shall deliver Frame 5 heavy duty gas turbine nozzles
(of the type supplied to Distributor as of the date hereof from GE Hungary’s facility in Veresegyhaz, Hungary or such other
facility of GE Power that can provide such nozzles) (the “Frame 5 Nozzles”) (including any of Distributor’s
finished goods inventory as of such delivery date) FCA GE Hungary’s facility in Veresegyhaz, Hungary or such other facility
of GE Power that can provide such Frame 5 Nozzles (Incoterms 2010) that Distributor may order under this Agreement and (b) Distributor
shall sell to Supplier, on a non-exclusive, non-committed supply basis, on Supplier Terms and pursuant to that certain Amended
and Restated Supply Agreement, dated as of November 13, 2018, between BHGE and GE as amended, modified or supplemented from time
to time in accordance with its terms (whereby BHGE supplies GE with certain Seller Goods (as defined therein)) certain (x) equipment,
parts and components and (y) equipment, parts and components for upgrades, in the case of each of the foregoing clauses (x) and
(y), for Frame 5 heavy duty gas turbine models at the applicable prices set forth on Appendix 11.


 


Article
VII



Terms & Conditions of Purchase


 


Section
7.01Terms & Conditions of Purchase.


 


(a)       Purchases
made by Distributor or its Affiliates on its behalf of Exclusive Products or Exclusive Services shall be subject to the following:


 


(i)       the
terms of this Agreement;


 


(ii)       the
applicable Supplier Terms; and


 


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


 


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


 




    26 


     


    

(i)       first,
the terms of this Agreement, excluding the applicable Supplier Terms;


 


(ii)       second,
the applicable Supplier Terms subject to any modifications pursuant to any Accepted PO agreed in accordance with Section 6.03(h);


 


(iii)       third,
subject to the limitations set forth in Section 7.02, Supplier’s Software license for the license of Supplier’s
Software;


 


(iv)       fourth,
subject to the limitations set forth in Section 6.02, the terms of any Accepted POs issued hereunder; and


 


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


 


Section
7.02Certain Intellectual Property. Any Intellectual Property in respect of Exclusive Products and Exclusive Services
shall be governed by the Amended and Restated Intellectual Property Cross License and, notwithstanding anything in this Agreement
to the contrary, nothing in this Agreement shall narrow, limit or restrict any rights or licenses granted under the Amended and
Restated Intellectual Property Cross License. Any terms and conditions relating to Intellectual Property set forth in (a) any Accepted
POs issued hereunder or (b) the Supplier Terms that, in either case, are inconsistent with the terms and conditions contained in
this Agreement, shall be subordinate to the terms of this Agreement.


 


Section
7.03Frame 3 and Frame 5 Intellectual Property License.


 


(a)       GE
Power hereby grants to Distributor and its Affiliates (for the avoidance of doubt, with respect to any Person that qualifies as
an Affiliate of Distributor, only for so long as such Person remains an Affiliate of Distributor) a worldwide, perpetual, irrevocable
(except as expressly provided under Section 7.03(g)), non-transferable (except in accordance with Section 12.12),
non-sublicensable (except as permitted below in this Section 7.03) right and license, under all Intellectual Property controlled
by GE Power for Frame 3 and Frame 5 gas turbines for use in the O&G Segment, to develop, make, have made, use, sell, commercialize,
and provide Services for, (i) Frame 3 and Frame 5 gas turbines and (ii) parts and components for use in Frame 3 and Frame 5 gas
turbines (such license, the “License”). The License shall be exclusive (including as to GE Power), in each case
of (i) and (ii), solely within the O&G Segment (excluding where GE Power has exclusivity pursuant to Section 3.02 herein
(the “GE Power Exclusive Field”)) for a period of twenty (20) years commencing on the Effective Date (the “Exclusive
License Term”), after which time the foregoing license shall be non-exclusive; provided, however, that such exclusivity
shall terminate if (x) the Supplier Sourcing Share in respect of Frame 5 Parts and Components (as calculated pursuant to Section
5.04(b)) reduces in any given twenty-four (24) month period during such Exclusive License Term by 30% as compared to such Supplier
Sourcing Share with respect to such Frame 5 Part and Component purchased from Supplier in the most recently completed twenty-four
(24) month period during such Exclusive License Term (a “Triggering Reduction”) or (y) upon the occurrence of
a Change in Control of BHGE (such termination as a result of a Triggering Reduction or a Change in Control, in each case, a “Termination
of Exclusivity”). The Parties agree that a Termination of


 




    27 


     


    

Exclusivity shall be the sole and exclusive
remedy for GE Power with respect to a Triggering Reduction or a Change in Control. The exclusivity granted to Distributor in the
License shall be subject to the licenses with third parties listed on Appendix 12 hereto.


 


(b)       The
foregoing exclusivity shall be subject to GE Power retaining the limited right to develop, make, have made, supply and use (such
use limited for the purposes set forth in clause (ii) of this Section 7.03(b)) Frame 3 and Frame 5 gas turbine parts and
components to (i) perform its obligations under this Agreement and (ii) service its installed base of heavy duty gas turbines fleet
as listed on Appendix 9-1 to this Agreement. For the avoidance of doubt, GE retains all rights within the GE Power Exclusive
Field, including all rights to make, have made, supply, sell and use components for use in Frame 3 and Frame 5 gas turbines in
the GE Power Exclusive Field. GE Power shall consult with Distributor in good faith with respect to any new product introductions
in respect of Frame 3 and Frame 5 Parts and Components resulting from GE Power’s development activities under the foregoing
license retention. Further, GE Power’s sublicensing of such rights in the GE Power Exclusive Field shall be subject to a
right of first offer in favor of Distributor (on reasonably customary terms with reasonable customary timing) to perform the applicable
sublicensed service.


 


(c)       Distributor
may permit its and its Affiliates’ suppliers, contractors, distributors and consultants (including, for the avoidance of
doubt, any Business Associates) to exercise any or all of the rights and licenses granted to Distributor under the License on behalf
of and at the direction of Distributor or its Affiliates (and not for the benefit of such suppliers, contractors, distributors
and consultants) and may request consent from GE Power to grant permissions to other third parties to exercise any or all of the
rights and licenses granted to Distributor under the License, such consent not to be unreasonably withheld or delayed by GE Power.
Distributor shall not, shall cause its Affiliates not to, and shall contractually require its suppliers, contractors, distributors
and consultants (including, for the avoidance of doubt, any Business Associates) to which Distributor or its Affiliate extends
such rights not to, use the rights and licenses granted pursuant to the License for any purpose other than as expressly provided
herein.


 


(d)       Without
limiting anything in subsection (c) above, Distributor and its Affiliates also may permit its and its Affiliates’ customers,
solely in connection with such customers’ sourcing, purchase, receipt, use, commercialization or other exploitation of products
or services provided (or to be provided) by or on behalf of Distributor or its Affiliates, to use, reproduce, distribute, display,
and create derivative works of engineering studies, operating manuals, field manuals, and other relevant documents, materials and
work product, in each case that are of the types provided as of the Effective Date to customers in connection with products or
services provided by or on behalf of Distributor or its Affiliates (or are of the types that would otherwise reasonably be expected
to be provided to customers in connection with products and services covered by the License provided by or on behalf of Distributor
or its Affiliates) and that incorporate Intellectual Property covered by the License. Distributor shall contractually require its
and its Affiliates’ customers to which Distributor or its Affiliate extends such rights hereunder to not use such rights
for any purpose other than as set forth in this subsection (d).


 


(e)       In
connection with the License, Distributor shall have access to Frame 3 and Frame 5 Engineering Licensed Tools (as “Engineering
Licensed Tools” defined in the JV


 




    28 


     


    

Supply Agreement) of GE Power pursuant
to Section 6.05 of that certain Supply and Technology Development Agreement, dated as of November 13, 2018, by and among GE, acting
through its GE Aviation business unit and the legal entities operating on its behalf, BHGE LLC and GE, on behalf of its GE Power
business (the “JV Supply Agreement”); provided, however, such access to such Frame 3 and Frame
5 Engineering Licensed Tools shall be limited to Distributor (and any Affiliates thereof to the extent such access by such Affiliates
is permitted under the JV Supply Agreement) and shall be non-transferable, and no separate access to GE Power Technology shall
be granted hereunder; provided, further, that nothing in this Agreement shall change or affect the scope or terms
of any access to Technology granted under the JV Supply Agreement.


 


(f)       With
respect to any permissions granted by Distributor or any of its Affiliates to a third party pursuant to Section 7.03(c)
or Section 7.03(d), (i) Distributor shall notify GE Power promptly of any material breach that Distributor becomes
aware of by any such third party of the terms of this Agreement applicable to the License, and (ii) if such third party does not
cure such material breach within a reasonable period of time following notice of such breach, Distributor shall, upon written request
from GE Power, terminate or revoke such permissions granted to such third party under Section 7.03(c) or Section 7.03(d),
as applicable, and shall cause such third party to promptly cease use of Intellectual Property under the License. Distributor shall
be responsible for any breach of the License by any such third party acting on Distributor’s or its Affiliates’ behalf
as if it were a breach by Distributor (except that such a breach by any such third party shall not constitute a breach by Distributor
for the purposes of Section 7.03(g)).


 


(g)       GE
Power may, at any time including after expiration or termination of this Agreement, terminate the License in its entirety if Distributor
materially and repeatedly breaches of the terms of the License (provided that neither a failure to pay royalties pursuant to ‎Section
9.01(b), nor a breach of the License solely by any third party supplier, contractor, distributor, consultant or customer, shall
constitute a breach by Distributor for the purposes of this ‎Section 7.03(g)).


 


Article
VIII



Allocation of Liability


 


Section
8.01Limitation of Liability. Notwithstanding anything to the contrary contained in this Agreement or the applicable
Supplier Terms (other than as expressly provided in Section 5.03 or Section 5.05), the Parties hereby agree that
neither Distributor nor Supplier shall be liable to the other for any loss of profit or revenues, loss of use of equipment or systems,
interruption of business, cost of replacement power, cost of capital, downtime costs, increased operating cost, or any consequential,
indirect, incidental, special or punitive damages Regardless of Cause or Action or claims of Distributor or Distributor’s
customers or Supplier or Supplier’s other customers for the foregoing types of damages.


 




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Article
IX



Pricing, Payment Terms and Invoicing


 


Section
9.01Pricing and Payment Terms.


 


(a)       Supplier’s
pricing to Distributor for Exclusive Products and Exclusive Services shall be based on the methodology set forth on Appendix
1, Appendix 2, Appendix 3, Appendix 4 and Appendix 5; provided, that, (i) the Specified
HDGT Engineering Services shall be provided by Supplier to Distributor free of charge and (ii) the price for Supplier providing
all other engineering Services listed on Appendix 3 to Distributor will be an amount equal to (1) the fully loaded costs
and expenses reasonably incurred by Supplier in connection with such activity, plus (2) 10%. Charges in addition to those
determined by the applicable pricing methodology shall be as agreed to in writing by Distributor and Supplier. The Steering Committee
shall periodically review Supplier’s pricing to Distributor for Exclusive Products and Exclusive Services and shall consider
any modifications necessitated by engineering and fleet costs, changes in product configuration or product specifications.


 


(b)       Payments
for the License granted to Distributor in Section 7.03(a) shall be as set forth on Appendix 7.


 


Section
9.02Taxes.


 


(a)       Pricing
for Exclusive Products and Exclusive Services, and payment for the License in accordance with Section 9.01(b), is exclusive
of, and Distributor 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 Exclusive Products or Exclusive Services purchased by Distributor,
or the payment for the License in accordance with Section 9.01(b), pursuant to this Agreement; provided that (i)
to the extent such Taxes are required to be collected and remitted by Supplier, Distributor shall pay such Taxes to such Supplier
upon receipt of an invoice from such Supplier (if applicable, accompanied by documentation related to a claim made by a tax authority)
and (ii) for the avoidance of doubt, such pricing shall be inclusive of, and Supplier shall bear, any income and similar Taxes
imposed on or payable by Supplier. Supplier will cooperate with Distributor with respect to any reasonable request to modify the
process for the issuance of an invoice to allow Distributor to reclaim taxes from the appropriate Tax authority.


 


(b)       Withholding
Tax or Other Similar Taxes. If any withholding or deduction from any payment under this Agreement (including payments for the
License under ‎Section 9.01(b) and Appendix 7 by Distributor is required in respect of any Taxes pursuant to any applicable
Law, Distributor will (i) make any such required deduction from the amount payable to Supplier, (ii) timely pay the withheld or
deducted amount referred to in clause (i) to the relevant Governmental Authority in accordance with applicable Law and (iii) promptly
forward to Supplier a withholding tax certificate evidencing such payment by the Distributor to the Governmental Authority.


 




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(d)Cooperation
The Parties will take reasonable steps to cooperate to minimize the imposition of, and the amount of, Taxes described in this ‎Section
9.02.


 


Article
X



Additional Agreements


 


Section
10.01Supplier and Business Associates. Notwithstanding anything herein to the contrary, Supplier and its Affiliates
shall not be restricted from (a) entering into new agreements with a subdistributor, marketer, dealer, third-party seller, service
provider or other business associate outside of the O&G Segment or (b) maintaining arrangements within the O&G Segment
with such subdistributor, marketer, dealer, third-party seller, service provider or other business associate as (i) provided in
Schedule A of the Amended and Restated Channel Agreement and (ii) such arrangement with such business associates existed as of
July 3, 2017.


 


Section
10.02Supply Chains. Each Party shall have the right to create their own supply chain in their respective segments
for such parts, components and services that Supplier or Distributor currently purchases fully from external suppliers by working
directly with qualified suppliers. The Parties shall identify the list of such parts, components and services for which they can
maintain or establish a supply chain, which shall be strictly for their respective segment; provided, that it is acknowledged
and agreed that, with respect to Distributor, such supply chain shall be limited solely to the Exempted Products and Services.
Except as otherwise permitted by the Amended and Restated Intellectual Property Cross License, Distributor and its Affiliates shall
contractually require any such suppliers to use Supplier Intellectual Property (including technical specifications with respect
to any Exclusive Product or Exclusive Service) on behalf of Distributor and its Affiliates solely in the O&G Segment. Each
Party shall grant the other Party and its Affiliates access to such first Party’s technical specifications and supplier base,
as needed, to provide customary interconnection and interoperability between Exclusive Products and such parts and components set
forth on Appendix 6.


 


Section
10.03Technology Obsolescence. If Supplier determines that (a) a part and/or component included in any of the
Exclusive Products or Exclusive Services, and being consistently purchased by Distributor, is commercially obsolete, and (b) Supplier
no longer commercially supplies such obsolete part and/or component (or a reasonable replacement or alternative thereof), then
Supplier will notify Distributor of its obsolescence determination with respect to such part and/or component and if Distributor
continues to commercially supply such part and/or component to its customers, Supplier or its Affiliate shall provide to Distributor
a non-exclusive, perpetual, worldwide license for such part and/or component at a mutually agreeable price; provided, Supplier
shall have no obligation to provide such a license where such part and/or component has been upgraded and, as a result, such part
and/or component is no longer commercially available.


 


Section
10.04Engineering. During the Term, upon Distributor’s request, Supplier shall afford Distributor reasonable
access to Supplier’s engineering Services listed on Appendix 3 to the extent Distributor reasonably deems necessary
to address any customer field issues. Upon any exercise by Distributor of its rights under this Section 10.04, Distributor
shall


 




    31 


     


    

promptly pay to Supplier the fees and compensation
for such services as set forth in Section 9.01(a).


 


Section
10.05Right to Participate in New BHGE HDGT Development.


 


(a)       During
the HDGT New Units Initial Term, promptly following (A) a determination by Distributor to independently from any other Person develop
a heavy duty gas turbine with a maximum rating of not less than 44MW that is not manufactured or under development by Distributor
as of the Effective Date (each such product, a “New BHGE HDGT”) (an “Independent Development Determination”)
or (B) (1) receipt of a written proposal from a third party to collaboratively develop a New BHGE HDGT (including any arrangement
for access to, or licensing of, Intellectual Property or Technology from a third party in connection with the development of a
New BHGE HDGT) and (2) a determination by Distributor to pursue such proposal (a “Joint Development Determination”),
Distributor shall, subject to Section 12.09, deliver a written notice (the “Offer Notice”) to Supplier
or such Affiliate (collectively, “Supplier Developer”) setting forth (i) a description of the technological
and operational scope of the New BHGE HDGT to be developed, (ii) the aggregate amount of funding being sought by Distributor for
such New BHGE HDGT development or, in the case of a Joint Development Determination, being provided by any development partner
and (iii) any other material terms and conditions of the proposed development, in each case, in such specificity as, in Distributor’s
reasonable opinion, would not conflict with any third party confidentiality obligations to which Distributor or any of its Affiliates
are bound. The receipt of the Offer Notice by the Supplier Developer shall constitute an offer by Distributor to participate in
the development of the New BHGE HDGT on the terms set forth in the Offer Notice (the “Development Offer”). The
Development Offer shall remain open and irrevocable for a period of sixty (60) days after receipt of such Offer Notice by Supplier
Developer (the “Offer Period”). Supplier Developer shall have, during the Offer Period, reasonable access to
information and materials necessary to evaluate the offer in the Offer Notice (including, but not limited to, information relating
to the arrangement with any third party in the development of the New BHGE HDGT, and access to or license of any Intellectual Property
or Technology in respect of such development and the terms thereof); provided, that, (i) prior to receiving such access,
Supplier Developer shall have entered into a customary confidentiality agreement and agreed to implement any clean team arrangements
reasonably requested by Distributor and (ii) such access shall not (x) interfere unreasonably with the business of Distributor
or (y) reasonably be expected to result in the forfeiture or waiver of any attorney-client privilege. If Supplier Developer accepts
the Development Offer at any time prior to the expiration of the Offer Period by written notice delivered to, and received by,
Distributor, Supplier Developer and Distributor shall, as soon as reasonably practicable following such acceptance, negotiate in
good faith the definitive agreement for such New BHGE HDGT development.


 


(b)       In
the event Supplier Developer does not accept the Development Offer within the Offer Period or Supplier Developer and Distributor
fail to enter into a definitive agreement with respect to the development of such New BHGE HDGT within ninety (90) days (as otherwise
extended by the agreement of the Parties in writing) after Supplier Developer accepts the Development Offer, Distributor may (i)
in the case of an Independent Development Determination, independently develop such New BHGE HDGT or (ii) in the case of a Joint
Development Determination, (A) develop independently from any other Person such New BHGE


 




    32 


     


    

HDGT including without any reliance on
any arrangement for access to, or license of, Intellectual Property or Technology from a third party in respect of such New BHGE
HDGT independent development (which, for the avoidance of doubt, shall be deemed for purposes hereunder to not be an Independent
Development Determination) or (B) jointly develop such New BHGE HDGT with the joint development partner identified in the Offer
Notice, in the case of the foregoing (1) clauses (i) or (ii)(A), on terms materially similar to those specified in the Offer Notice
and (2) clause (ii)(B), on terms and conditions materially no more favorable to the joint development partner than those specified
in the Offer Notice, including funding by the development partner for an amount not less than the investment offer included in
the Offer Notice. Nothing in this Section 10.05 shall be construed as imposing any obligation on Supplier or any of its
Affiliates to consider, accept or participate in any development with Distributor with respect to New BHGE HDGTs or otherwise.


 


Section
10.06Termination of the November 1995 Nuovo Pignone Agreement. The Parties hereto hereby acknowledge and agree
that (a) entry into this Agreement shall terminate and supersede that certain Agreement between Nuovo Pignone s.p.a. (“Nuovo
Pignone”) and GE relating to Heavy Duty Gas Turbines dated as of November 10, 1995 (the “November 1995 Nuovo
Pignone Agreement”) and (b) the other Nuovo Pignone Agreements have already terminated in accordance with their terms;
provided, however, that, notwithstanding anything in any of the Nuovo Pignone Agreements to the contrary (including
the first sentence of Article IV of the November 1995 Nuovo Pignone Agreement), neither Distributor nor any of its Affiliates (including
Nuovo Pignone) shall be required to return or destroy any technical information made available, disclosed or otherwise provided
to Distributor or any of its Affiliates (including Nuovo Pignone) under or in connection with any of the Nuovo Pignone Agreements.
The Parties shall cause their respective Affiliates to execute such documents as may be necessary to give full effect to the foregoing.


 


Article
XI



Term and Termination


 


Section
11.01Term. The term of this Agreement (a) with respect to (i) the Exclusive Products Distribution Appointment
and (ii) the supply and purchase of HDGT New Units, shall, in each case, commence on the Effective Date and, unless earlier terminated
pursuant to Section 11.02, shall continue for a period of sixty (60) months (the “HDGT New Units Initial Term”),
(b) with respect to (i) the Exclusive Services Distribution Appointment and (ii) the provision of HDGT Services, Controls Products
and Frame 5 Parts and Components shall, in each case, commence on the Effective Date and, unless earlier terminated pursuant to
Section 11.02, shall continue for a period that is the later of (x) the twenty (20) year anniversary of this Agreement or
(y) the operating service life of the HDGT in respect of which each HDGT Service, Controls Product or Frame 5 Part and Component
relates (collectively, “Exclusive Services Initial Term”) and (c) with respect to the provision of HDGT Engineering
Services, shall commence on the Effective Date and, unless earlier terminated pursuant to Section 11.02, shall continue
for a period of five (5) years (the “Engineering Services Original Term”). Following the Engineering Services
Original Term, this Agreement shall automatically renew solely with respect to the supply of HDGT Engineering Services for a single
additional term of five (5) years (together with the Engineering Services Original Term, the “Engineering Services 


 




    33 


     


    

Initial Term”). Six (6) months
prior to the expiration of each of the HDGT New Units Initial Term, the Exclusive Services Initial Term and the Engineering Services
Initial Term, the Parties shall commence good faith discussions for a written extension of such term taking into consideration
all prior supply and sourcing arrangements between the Parties. The HDGT New Units Initial Term, the Exclusive Services Initial
Term, the Engineering Services Initial Term, the Exclusive License Term, as applicable, plus any renewal term(s), if any, are herein
referred to as the “Term”. Upon the Termination Date, the terms of this Agreement shall continue to govern all
Accepted POs governed by this Agreement that are entered into between the Parties prior to the Termination Date.


 


Section
11.02Termination Events.


 


(a)       Mutual
Agreement. This Agreement may be terminated upon the mutual written agreement of the Parties.


 


(b)       Bankruptcy,
Insolvency. Either Party may terminate this Agreement immediately by written notice to the other Party upon the occurrence
of any of the following events: (i) the other Party is or becomes insolvent or unable to pay its debts as they become due within
the meaning of the United States Bankruptcy Code (or any successor statute) or any analogous foreign statute; (ii) the other Party
appoints or has appointed a receiver for all or substantially all of its assets, or makes an assignment for the benefit of its
creditors; (iii) the other Party files a voluntary petition under the United States Bankruptcy Code (or any successor statute)
or any analogous foreign statute; or (iv) the other Party has filed against it an involuntary petition under the United States
Bankruptcy Code (or any successor statute) or any analogous foreign statute, and such petition is not dismissed within ninety (90)
days.


 


(c)       Termination
for Material Breach.


 


(i)       In
the event of a material breach by a Party of its other obligations hereunder (a “Material Breach”), the other
Party (the “Non-breaching Party”) shall provide written notice to the first Party (the “Breaching Party”)
as soon as reasonably practicable after the Non-breaching Party becomes aware of the occurrence of such Material Breach, which
notice shall contain a description of such Material Breach in reasonable detail (a “Notice of Material Breach”).
The failure or delay of the Non-breaching Party in delivery of a Notice of Material Breach shall not be deemed a waiver of any
rights of the Non-breaching Party unless and to the extent such failure or delay materially and adversely affects the Breaching
Party’s ability to cure such Material Breach. For the avoidance of doubt, any breach of this Agreement contemplated by Section
5.03 or Section 5.04 shall not constitute a Material Breach for purposes of this Section 11.02(c) and shall be
addressed solely as set forth in Section 5.03 or Section 5.04, as applicable.


 


(ii)       The
Breaching Party shall have the automatic right during the forty-five (45) day period in respect of a Material Breach following
receipt of a Notice of Material Breach to cure such material breach (the “Initial Cure Period”). Any efforts
by the Breaching Party to cure shall not be deemed an admission that


 




    34 


     


    

the Breaching Party has committed
a Material Breach. If the Breaching Party has promptly and diligently taken reasonable steps to cure but such cure has not been
completed within the Initial Cure Period, then the period to cure shall be extended for a commercially reasonable time not to exceed
thirty (30) days in respect of a Material Breach to enable such cure to be completed (the “Extended Cure Period”),
provided that, the cure period shall not be extended if, notwithstanding all reasonable efforts, such cure could not be
effected within the Extended Cure Period.


 


(iii)       If
the Breaching Party disputes that a Material Breach has occurred, or if a cure is not possible within the Initial Cure Period (or,
if applicable, the Extended Cure Period), then senior management representatives of the Parties shall meet, no later than fifteen
(15) days following delivery of written notice from one Party to the other Party requesting such meeting, to attempt to resolve
such dispute. The Parties shall use all reasonable efforts to fully resolve the dispute and to find a cure within the Initial Cure
Period (or, if applicable, the Extended Cure Period). The Parties may extend the duration of such dispute resolution proceedings
for such period of time as may be mutually agreed in writing. If the Parties have not resolved such dispute by the end of thirty
(30) days following the written notice requesting a dispute resolution meeting of senior management, then the Non-breaching Party
may terminate the Agreement by delivering written notice to such effect to the Breaching Party.


 


(iv)       Termination
shall be without prejudice to any rights or remedies to which Supplier or Distributor may be entitled under this Agreement or applicable
Law, including the right to seek damages, specific performance and/or injunctive relief.


 


(d)       Breaches
of Accepted POs. For the avoidance of doubt, the breach of an individual Accepted PO shall not constitute a breach of this
Agreement; provided, however, Supplier may terminate this Agreement upon notice to Distributor: (i) for material
and repeated breaches of Accepted POs (other than payment obligations under such Accepted PO) by Distributor that Distributor has
not cured within one hundred eighty (180) days following written notice of default from Supplier, or (ii) defaults by Distributor
of its payment obligations under any Accepted POs, for outstanding undisputed amounts, from time to time, individually or in the
aggregate, in excess of (A) $20 million for Exclusive Products or (B) $10 million for Exclusive Services, in the case of each of
the foregoing clauses (A) and (B), excluding agreed rejected materials or settled delivery issues.


 


(e)       Termination
of Distribution Appointments. For the avoidance of doubt, subject in all respects to Section 5.05, this Agreement shall
not terminate upon any of Distributor or Supplier being relieved of its exclusivity obligations under, in the case of Supplier,
‎Section 3.01(a) and Section 5.01(a) or, in the case of Distributor, Section 5.01(a) and Section 5.01(b).


 


Section
11.03Effect of Termination.


 




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(a)       Subject
to Section 11.03(b), the expiration or earlier termination of this Agreement shall not relieve any Party of any of its obligations
or liabilities, or prejudice any Party’s rights or remedies, in each case, arising prior to or upon such expiration or earlier
termination, including under any pending Accepted POs executed between the Parties.


 


(b)       Upon
expiration or termination of this Agreement, Distributor’s use of the name and trademarks of GE and/or its Affiliates, including
the words “General Electric” or “GE” with respect to Exclusive Products and in connection with the provision
of Exclusive Services shall, for any period commencing thereafter, be governed by the Amended and Restated Trademark License.


 


(c)       The
acceptance of any PO from, or the sale or provision of any Exclusive Products or Exclusive Services to Distributor, after the expiration
or termination of this Agreement shall not be construed as a renewal or extension hereof, nor as a waiver of such expiration or
termination, but in the absence of a written agreement signed by one of the authorized representatives of Supplier herein, all
such transactions shall be governed by provisions identical to the provisions of this Agreement.


 


(d)       Upon
a termination of the Agreement pursuant to Section 11.02(d), the Parties will use reasonable efforts to enter into a new
supply agreement for Exclusive Products and Exclusive Services on terms that reflect pricing, standard terms, lead times and product
scope consistent with the supply relationship of the Parties prior to the Effective Date.


 


Article
XII



GENERAL PROVISIONS


 


Section
12.01Authority. Each Party represents that it has full power and authority to enter into and perform this Agreement.
Each Party represents that those persons signing this Agreement on behalf of such Party are duly authorized Representatives of
such Party and properly empowered to execute this Agreement.


 


Section
12.02Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and
shall be given (and, in the case of delivery in person or by overnight mail, shall be deemed to have been duly given upon receipt)
by delivery in person or overnight mail to the respective Parties, delivery by facsimile transmission (providing confirmation of
transmission) to the respective Parties or delivery by electronic mail transmission (providing confirmation of transmission) to
the respective Parties. Any notice sent by facsimile transmission or electronic mail transmission shall be deemed to have been
given and received at the time of confirmation of transmission. All notices, requests, claims, demands and other communications
hereunder shall be addressed as follows, or to such other address, facsimile number or email address for a Party as shall be specified
in a notice given in accordance with this ‎Section 12.02.


 


(a)       If
to Supplier:


 




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General Electric Company

33-41 Farnsworth Street

Boston, Massachusetts 02210




 





	Attention:	James M. Waterbury
	Telephone:	(617) 443-3030
	Attention:	Mark Landis
	Telephone:	(617) 443-2902
	Facsimile:	(203) 286-2181
	Email:	jim.waterbury@ge.com
	 	mark.landis@ge.com







 


with a further copy to:


 


GE Gas Power

1 River Road, Building 40

Schenectady, New York 12345

Attention:                General Counsel


 


(b)       If
to Distributor:


 


Baker Hughes, a GE company, LLC

17021 Aldine Westfield Road

Houston, Texas 77073


 








	Attention:	William D. Marsh
	Telephone:	(713) 879-1257
	Facsimile:	(713) 439-8472
	Email:	will.marsh@bhge.com







 





Section
12.03Entire Agreement, Waiver and Modification. This Agreement, the applicable Supplier Terms and any Accepted
POs issued hereunder are the complete and exclusive statement of the agreement between the Parties relating to the subject matter
hereof, and supersede all prior written and oral communications, agreements, letters of intent, representations, warranties, statements,
negotiations, understandings and proposals, with respect to such subject matters, including the Supply Agreement, dated November
13, 2018, entered into by the Parties and their Affiliates (which is hereby amended and superseded by this Agreement). No modification,
termination or waiver of any provision hereof shall be binding upon a Party unless made in writing and executed by an authorized
Representative of such Party.


 


Section
12.04No Third Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their successors
and permitted 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 Supplier or Distributor, 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.


 




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Section
12.05Compliance 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. Each Party will comply with its own
business code of conduct.


 


Section
12.06Amended and Restated Supply Agreement. During the Term (a) no Exclusive Product or Exclusive Service offered
pursuant to this Agreement shall be available for supply or purchase (as applicable) under the Amended and Restated Supply Agreement,
dated as of November 13, 2018, between GE and BHGE (whereby GE supplies BHGE with certain Seller Goods (as defined therein)) as
amended, modified or supplemented from time to time in accordance with its terms and (b) Controls Products offered pursuant to
this Agreement are solely for use in Services in respect of HDGTs provided by Distributor’s rotating equipment business,
known on the date hereof as the Turbomachinery and Process Solutions (TPS) business unit, and shall not be used in the provision
of any other Services provided by Distributor (including, for the avoidance of doubt, by Distributor’s controls and measurement
business, known on the date hereof as the Controls & Sensing business unit (or any successor or permitted assignee thereof),
pursuant to the Amended and Restated Channel Agreement).


 


Section
12.07Governing Law; Dispute Resolution.


 


(a)       This
Agreement and any disputes hereunder (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 and enforced in accordance with, the laws of the
State of New York, including all matters of construction, validity and performance, in each case without reference to any conflict
of law rules that might lead to the application of the laws of any other jurisdiction.


 


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


 


(c)       Any
dispute arising out of or in connection with this Agreement or any POs issued under it between Distributor and Supplier should
be resolved as rapidly as reasonably possible pursuant to good faith discussion between the respective project or transaction level
employees. If a dispute cannot be resolved between the project or transaction level employees within four (4) weeks of the dispute
arising, the project or transaction level employees should submit the dispute to senior leadership of their respective businesses
for resolution. If the dispute is nonetheless unresolved, the dispute resolutions procedures in (d) below shall apply.


 


(d)       Any
dispute arising out of or in connection with this Agreement or an individual Accepted PO that cannot be settled by the negotiation
procedure set forth in ‎Section 12.07(c) shall be resolved in accordance with the dispute resolution provision in the
Supplier Terms.


 


(e)       In
the event of a breach of the covenants contained in Section 5.01(a) and Section 5.01(b), in addition to any other
right or remedy afforded to the non-breaching Party under this Agreement or under any applicable Law, (i) Supplier and Distributor
acknowledge and


 




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agree that it would be extremely difficult
to accurately determine the amount of damages suffered by the non-breaching Party as a result of such breach and (ii) the Parties
further agree that money damages may not be a sufficient remedy for any breach of any of the foregoing covenants, and that the
non-breaching Party also shall be entitled to seek specific performance, injunctive relief or other equitable relief as a remedy
for any such breach without the necessity of posting a bond or other security, except as may be expressly mandated under any applicable
Law (“Equitable Relief”). Each of the foregoing remedies shall be in addition to and not in lieu of or at the
exclusion of any and all other remedies available to the non-breaching Party under this Agreement or at law or equity.


 


Section
12.08Force Majeure. Neither Party shall be liable or considered in breach of its obligations under this Agreement
to the extent that such Party’s performance is delayed or prevented, directly or indirectly, by any cause beyond its reasonable
control or reasonable planning, or by armed conflict, acts or threats of terrorism, epidemics, strikes, or acts or omissions of
any governmental authority. If a force majeure event of the nature described above occurs, the schedule for such Party’s
performance shall be extended by the amount of time lost by reason of the event plus such additional time as may be needed to promptly
overcome the effect of the event.


 


Section
12.09Confidentiality. In addition to (and not in lieu of) the confidentiality provisions set forth in the Supplier
Terms, the Parties agree as follows:


 


(a)       In
connection with this Agreement, Supplier and Distributor (as to information disclosed, the “Disclosing Party”)
may each provide the other Party (as to information received, the “Receiving Party”) with Confidential Information.
“Confidential Information” means (i) all terms for Exclusive Products or Exclusive Services, (ii) all information
that is designated in writing as “confidential” or “proprietary” by the Disclosing Party at the time of
written disclosure, (iii) all information that is orally designated as “confidential” or “proprietary”
by the Disclosing Party at the time of oral disclosure and is confirmed to be “confidential” or “proprietary”
in writing within 10 days after oral disclosure or (iv) any other information of a type or nature that customarily would be treated
as confidential or proprietary in respect of the distribution and supply arrangement contemplated herein. The obligations of this
Section 12.09 shall not apply as to any portion of the Confidential Information that: (A) is or becomes generally available
to the public other than from disclosure by the Receiving Party, its Representatives or its Affiliates; (B) is or becomes available
to the Receiving Party or its Representatives or its Affiliates on a non-confidential basis from a source other than the Disclosing
Party when the source is not, to the best of the Receiving Party’s knowledge, subject to a confidentiality obligation to
the Disclosing Party with respect to such information; (C) is independently developed by Receiving Party, its Representatives or
its Affiliates, without reference to the Confidential Information as evidenced by written documents; or (D) is approved for disclosure
in writing by the Disclosing Party.


 


(b)       The
Receiving Party agrees, (i) to use the Confidential Information only in connection with the performance of its obligations or the
exercise of its rights pursuant to this Agreement, (ii) to take reasonable measures to prevent disclosure of the Confidential Information,
except to its Representatives who have a need to know such information for such Party to perform its obligations under this Agreement
or in connection with the permitted use(s)


 




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of such Confidential Information under
this Agreement, including (x) resale of HDGT New Units and HDGT Services to Distributor’s customers and (y) Distributor’s
exercise of its rights under the License, and (iii) not to knowingly disclose the Confidential Information to a competitor of the
Disclosing Party. The Receiving Party further agrees to obtain a commitment from any recipient of Confidential Information (including
the Receiving Party’s Representatives and Affiliates) to comply with the terms comparable to this Section 12.09(b)
before disclosing any Confidential Information.


 


(c)       If
the Receiving Party or any of its Affiliates or Representatives is required by Law, legal process or a Governmental Entity to disclose
any Confidential Information, that Party agrees to provide the Disclosing Party with prompt written notice to permit the Disclosing
Party to seek an appropriate protective order or agency decision or to waive compliance by the Receiving Party with the provisions
of this Section 12.09(c). If, absent the entry of a protective order or other similar remedy, the Receiving Party is based
on the advice of its counsel legally compelled to disclose such Confidential Information, such Party may furnish only that portion
of the Confidential Information that has been legally compelled to be disclosed, and shall exercise its reasonable efforts in good
faith to obtain confidential treatment for any Confidential Information so disclosed.


 


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


 


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


 


Section
12.10Counterparts; 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
12.11Survival. The provisions of ‎Article VII, ‎Article VIII, ‎Article IX, Article
X, Article XI and Article XII of this Agreement shall survive the expiration or earlier termination of this Agreement.


 


Section
12.12Assignment. Neither Distributor nor Supplier shall be entitled to assign this Agreement or any PO that incorporates
this Agreement to a third party non-Affiliate without the prior written consent of the other Party; provided, however,
(a) either Party may assign this Agreement to any Person who is a Credit-Worthy Assignee in connection with the sale, assignment,
contribution or other transfer (by operation of Law or otherwise) of all or substantially all of the assets of such assigning Party,
and (b) in connection with the sale of


 




    40 


     


    

Distributor’s rotating equipment
business, known on the date hereof as the Turbomachinery and Process Solutions (TPS) business unit, Distributor may assign solely
the License to the purchaser of such business unit (or to an Affiliate thereof) that qualifies as a Credit-Worthy Assignee. From
and after any assignment permitted by this Section 12.12, the assigning Party shall have no further liability under this
Agreement except for liabilities accruing before the time of such assignment. Any assignee of Supplier or Distributor shall be
bound by the terms and conditions of this Agreement. Subject to this Section 12.12, this Agreement is binding upon, inures
to the benefit of and is enforceable by the Parties and their respective successors and permitted assigns. As used herein, the
term “Credit-Worthy Assignee” means a Person that, or whose obligations are guaranteed by a Person that, has
(x) if such Person has a long-term unsecured and non-credit enhanced debt credit rating by either Standard & Poors or Moody’s
(a “Rating”), a Rating that is equal to or higher than the Rating that the assigning Party has at the time of
such assignment or (y) if such Person does not have a Rating, produced to the non-assigning Party information sufficient to demonstrate
to the reasonable satisfaction of such non-assigning Party that the creditworthiness of such Person is equivalent to a Person that
possesses such Rating.


 


Section
12.13Rules 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 Appendix are references to
the Articles, Sections, paragraphs and Appendices 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 Appendices and Exhibits hereto; (d) references to “$” shall mean U.S. dollars; (e) the word “including”
and words of similar import when used in this Agreement shall mean “including without limitation,” unless otherwise
specified; (f) the word “or” shall not be exclusive; (g) references to “written” or “in writing”
include in electronic mail form; (h) provisions shall apply, when appropriate, to successive events and transactions; (i) the headings
contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this
Agreement; (j) Supplier and Distributor have each participated in the negotiation and drafting of this Agreement and all appendices
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, and if the last day of such period
is not a Business Day, the period shall end on the next succeeding Business Day.


 


Section
12.14Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholder,
Affiliate, agent, attorney or Representative of Supplier or Distributor 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.


 




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Section
12.15Audit. Each Party shall use reasonable efforts to maintain a complete and correct set of records pertaining
to the purchase and sale of the Exclusive Products and Exclusive Services in their respective segments (and the terms to the extent
necessary to calculate the Supplier Sourcing Share) under this Agreement and compliance with the obligations hereunder and with
applicable Law (if Exclusive Products or Exclusive Services being procured are in support of a United States government end customer
or an end customer funded in whole or in part by the United States government) applicable to each Party’s performance under
this Agreement (the “Records”). During the Term of this Agreement and for 12-months from such expiration or
termination, upon reasonable prior notice and during normal business hours, at either Party’s election and expense, such
Party may conduct one reasonable audit of the Records of the other Party through an audit conducted by an independent third party
auditor. Each Party shall take all reasonable measures to ensure the safety of any auditor who is present on its premises.


 


Section 12.16Export
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 its and its Affiliates’ performance under this Agreement.


 


Section
12.17Severability. The invalidity or unenforceability of any term or provision of this Agreement shall (a) be
replaced by such term or provision as most closely reflects the intent of the invalid or unenforceable term or provision and (b)
not affect the validity or enforceability of the remaining terms and provisions hereof and each provision of this Agreement shall
be valid and enforceable to the fullest extent permitted by Law.


 


Section
12.18Subcontractor Flow Downs for United States Government Commercial Items Contracts. If Exclusive Products
or Exclusive Services being procured by Distributor 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, Distributor shall expressly identify
such use of any Exclusive Product or Exclusive 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.


 


 






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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/ Robert Duffy
	 	 	Name: Robert Duffy
	 	 	Title: Vice President - Development









 





	 	

BAKER
HUGHES, A GE COMPANY, LLC


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