ex1016.htm


    
      
         

      

      
        Labwire,
Inc. Blanket   Agreement: 071306

      

      
        | To Be Used
For:   Security Services

      

      


      
        
          	
                  
                    VENDOR:

                  

                	
                  
                    Labwire,
      Inc.

                  

                	
                  
                    Shell
      Oil Company

                  

                
	
                  
                    Address:

                  

                	 
      	 
      
	 
      	
                  
                    14133
      Memorial Drive, Suite 1

                  

                	
                  
                    910
      Louisiana Street

                  

                
	 
      	
                  
                    Houston,
      TX 77079

                  

                	
                  
                    Houston,
      Texas

                  

                
	 
      	 
      	
                  
                    77002

                  

                
	
                  
                    Attn:

                  

                	
                  
                    Gary
      Butler

                  

                	 
      
	
                  
                    Telephone:

                  

                	
                  
                    (281)797-6335

                  

                	 
      
	
                  
                    Fax:

                  

                	
                  
                    (       )

                  

                	 
      
	
                  
                    Internet:

                  

                	
                  
                    garyb@labwire.com

                  

                	 
      


        

      

      


      
        
          	
                  
                    Ship
      To:     As Per BUYER’S
    Release

                  

                	
                  
                    Bill
      To: Unless otherwise directed by BUYER’S release Order, invoices are to be
      directed to the following address: Shell Oil Company Attn: Richard T.
      Garcia OSP File room 22. 10B P.O. Box 2463 Houston, TX
      77252-2463

                  

                
	
                  
                    Non-Taxable             Taxable       Own
      Use      Resale       Accounting
      Code, BUYER’S Release
      x                    x                              Document
      or AFE: As Per BUYER’S
Release

                  

                


        

      

      
        1.           Payment
Terms of Net 30 days will be based on the date invoice is received. All invoices
and packing slips must reference the applicable BUYER Release Document and be
forwarded to the “Bill To” address. Failure to do so
may delay or prevent payment.

      

      


      
        
          	
                  
                    Delivery
      term:

                  

                	
                  
                    As
      per BUYER’S Release,

                  

                	
                  
                    if
      applicable

                  

                	 
      
	
                  
                    Shipping
      Directions:

                  

                	
                  
                    As
      Per BUYER’S Release,

                  

                	
                  
                    if
      applicable

                  

                
	
                  
                    Freight
      Charges:

                  

                	
                  
                    ()  Prepaid
      & Allowed

                  

                	
                  
                    ( x
      )   Prepaid/ Add to Invoice

                  

                	
                  
                    | (
      ) Collect

                  

                


        

      

      
        Notice: This form contains a
Liability-Indemnity clause. Please read carefully.

      

      
        


      

      
        Scope
& Duration

      

      
        This
Blanket Agreement number 071306 (“Agreement”) between Shell Oil Company
(“BUYER”) and Labwire, Inc. (“VENDOR”), having its principal office in Houston,
Texas sets forth the terms and conditions pursuant to which VENDOR is to furnish
Security Services which are further described in Attachment A (individually
and/or collectively, “Work”), including necessary tools, labor, equipment,
materials, supplies (other than those materials or supplies furnished by BUYER),
transportation, testing, clean up, permits, and labor and supervision (including
costs of worker’s compensation and/or employer’s liability insurance and all
payroll taxes on such labor) necessary to provide the Work. This Agreement is
effective as of August 1, 2006 (the “Effective Date”) and shall remain in effect
until terminated as provided herein. In no event shall this Agreement exceed the
maximum term duration of five (5) years from the Effective Date. Prior to
termination, it is understood that BUYER may request a review and modification
of these terms, including but not limited to, scope of work, performance
indicators, pricing, etc. In the event of any conflict between the terms and
conditions set forth in a BUYER Release Document hereunder and this Agreement,
the terms and conditions of this Agreement prevail except to the extent the
terms or conditions of the BUYER Release Document specifically state they
supersede or amend the terms or conditions of this Agreement.

        


        
          
             

          

          
             

            
              

            

          

          
             

          

        

      

      
         

        Standard
Terms and Conditions

      

      
        GENERAL CAUTION: Flammable
liquids and gases may be present in equipment and work areas involved in
performance of this Agreement. VENDOR must take extreme care in such
performance, and accept the entire risk to VENDOR and VENDOR’S employees and
property in connection herewith.

      

      
        


      

      
        1.  Contract.

      

      
        
          	
                  1.1  

                	
                  This
      Agreement, when accepted by VENDOR in writing, constitutes the entire
      agreement between VENDOR and BUYER concerning its subject matter; and
      neither any contrary or additional conditions then specified by VENDOR nor
      any subsequent amendment or supplement shall have any effect without
      BUYER’S prior written
approval.

                


        

      

      
        


      

      
        
          	
                  1.2  

                	
                  Ethics.
      BUYER and VENDOR will base their relationship on mutual respect, honesty,
      and integrity. Neither party may accept or solicit gifts, entertainment,
      or other social favors to influence business decisions. Courtesies of
      nominal value and social invitations customary and proper under the
      circumstances are not unethical as long as they imply no business
      obligation whatsoever or do not involve significant or out-of-the-ordinary
      expense.

                


        

      

      
        


      

      
        
          	
                  1.3  

                	
                  Changes.
      No changes in the Goods and/or Services under this Agreement or any BUYER
      Release Document shall be made without the written agreement of both BUYER
      and VENDOR.

                


        

      

      
        


      

      
        2.  Quality
Assurance.

      

      
        
          	
                  2.1  

                	
                  VENDOR
      warrants that any Service provided will be free of defects in workmanship
      and materials. VENDOR Services will be competent and any recommendations
      of its representatives will reflect their professional knowledge and
      judgment. If any Service fails to conform to this warranty any time within
      twelve (12) months after completion of the Service, VENDOR will provide
      Services to the same extent as under the original Agreement at VENDOR’S
      expense. VENDOR’S standard warranty period applies if longer than 12
      months.

                


        

      

      
        


      

      
        
          	
                  2.2  

                	
                  Neither
      BUYER’S inspection nor failure to inspect shall relieve VENDOR of any
      obligation hereunder. No acceptance or payment by BUYER shall constitute a
      waiver of the foregoing; and nothing herein shall exclude or limit any
      warranties implied by law. The remedies stated herein shall be cumulative
      of any other remedies available in law or equity and shall extend to
      BUYER, its successors, assigns, and
customers.

                


        

      

      
        3.  Taxes.

      

      
        
          	
                  3.1  

                	
                  BUYER
      shall pay to VENDOR, in addition to the prices provided for herein, any
      foreign or domestic duty, sales or use tax, fee, or other tax or charge
      (“Tax”) that VENDOR may be required by any municipal (including special
      taxing authority), state, federal or foreign government law, rule,
      regulation or order to collect or pay with respect to the sale,
      transportation, storage, delivery, installation or use of the Goods and/or
      Services delivered hereunder.

                


        

      

      
        


      

      
        
          	
                  3.2  

                	
                  VENDOR
      shall indemnify BUYER against any liability and expense in excess of the
      amount of Tax due that is incurred by BUYER by reason of VENDOR’S failure
      properly to remit said Tax to the proper government agency. In the event
      that VENDOR recovers a refund of, or credit for, any Taxes paid to VENDOR
      by BUYER with respect to the sale of the Goods and/or Services herein
      described or of any taxes measured by the price of such Goods or Services
      or the gross receipts from such sale, then VENDOR agrees to refund to
      BUYER the full amount of such refund or credit.

                   

                


        

      

      
         

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

         

        
          	
                  3.3  

                	
                  Notwithstanding
      the above, VENDOR
      shall not collect, and BUYER shall not pay, any such Tax for which BUYER
      furnishes to VENDOR a properly completed exemption certificate or a direct
      payment permit certificate or for which VENDOR may claim an available
      exemption from Tax, such as exemption for export. BUYER shall be
      responsible for any Tax, penalty, and interest if such exemption
      certificate or direct payment permit certificate is later held by any
      proper authority to be invalid. Further, VENDOR shall not collect, BUYER
      shall not pay, and VENDOR shall indemnify BUYER against any liability for
      any Tax, fee or other charge based on or measured by the net income or net
      worth of VENDOR, or any employment related Tax, fee, or charge (including
      without limitation, withholdings for W-2, Social Security, Medicare, or
      unemployment compensation
benefits).

                


        

      

      
        


      

      
        
          	
                  3.4  

                	
                  This
      Agreement shall not be construed to establish a joint venture, partnership
      or other formal business organization. Furthermore, the Parties agree that
      this Agreement does not constitute a partnership for tax purposes. In the
      event that it is so construed, however, the Parties agree to be excluded
      from the provisions of Subchapter K of the United States Internal Revenue
      Code of 1986, as amended.

                


        

      

      
        


      

      
        4.  Compliance.

      

      
        
          	
                  4.1  

                	
                  In
      performance hereunder and every activity connected therewith, VENDOR shall
      comply fully with all applicable laws, ordinances, rules and regulations,
      and when requested, shall furnish evidence satisfactory to BUYER of such
      compliance. Without limiting the foregoing, VENDOR warrants that (a) all
      articles and Goods furnished were and shall be produced and all Services
      performed in compliance with the Fair Labor Standards Act of 1938 as
      amended and (b) VENDOR shall notify BUYER if VENDOR or anyone performing
      services under this Agreement is a former employee of a Federal agency who
      is prohibited from receiving compensation under 41 U.S.C. 423. In its
      performance hereunder, VENDOR shall not employ, contract or subcontract
      with persons or entities who have or are suspected of having connections
      with organized crime, international terrorism, or interests in illicit
      drug or other internationally condemned activities. VENDOR, as a
      subcontractor under U.S. Government contracts, hereby certifies and
      confirms that VENDOR is and will remain in compliance with all Executive
      Orders and laws and the regulations issued thereunder required of
      subcontractors under U.S. government contracts, including, but not limited
      to the following which, as applicable, are incorporated herein by
      reference:

                


        

      

      
        Executive
Order 11246, as amended; Section 402 of the Vietnam Era Veterans Readjustment
Assistance Act of 1974, as amended; Section 503 of the Rehabilitation Act of
1973, as amended; Executive Order 11625, as amended; Executive Order 12138, as
amended; Small Business Act, as amended; Anti-Kickback Enforcement Act of 1986;
Drug-Free Workplace Act of 1988; Clean Air Act, as amended; Clean Water Act, as
amended; Executive Order 11738, as amended. VENDOR will promptly furnish such
further certificates and assurance of compliance with the foregoing as may from
time to time be requested.

      

      
        


      

      
        
          	
                  4.2  

                	
                  Export Control.
      VENDOR acknowledges that it is familiar with and will comply with all
      applicable regulations of the United States Department of Commerce and
      other government agencies concerning restrictions on participation in
      unsanctioned foreign boycotts and/or the export or re-export of United
      States origin goods, software and technical data, or the direct product
      thereof, to unauthorized persons or destinations. Where appropriate,
      VENDOR will assure that the export privileges of its employees, agents,
      and subcontractors have not been denied, suspended, or revoked, in whole
      or in part, and that such party is not listed on any restricted parties
      list published by the US government. Unless otherwise agreed by the
      parties, VENDOR will be responsible for obtaining any required U.S.
      government authorization, including but not limited to export licenses.
      Where appropriate, VENDOR will provide BUYER the Export Control
      Classification Number (ECCN) with any product shipment. VENDOR agrees to
      abide by all applicable regulations in respect of information supplied by
      or on behalf of BUYER, including but not limited to releases of technical
      data or software source code to foreign nationals located in the United
      States.

                


        

      

      
        


        
          
             

          

          
             

            
              

            

          

          
             

          

        

      

      
         

        
          	
                  4.3  

                	
                  Background
      Checks. VENDOR, and its subcontractors, if any, will perform an
      appropriate background investigation of its employees before entry onto
      BUYER premises. Such backgroundinvestigation
      should include, but is not necessarily limited to, criminal record
      reports, Social Security traces, driving record reports, employment
      verification, and education verification, in accordance with federal,
      state and local laws.

                


        

      

      
        


      

      
        
          	
                  4.4  

                	
                  Codes of
      Conduct. VENDOR acknowledges receipt of a copy of Shell’s US Code
      of Conduct. VENDOR shall ensure that such Code is respected by VENDOR and
      its subcontractors in relation to provision of Goods and Services under
      this Agreement. Also Vendor shall ensure that all work performed hereunder
      is in compliance with Attachment C, “Voluntary Principles on Security and
      Human Rights” and if applicable, “Use of Force” guidelines, attached
      hereto and made a part of this
Agreement.

                


        

      

      
        


      

      
        
          	
                  4.5  

                	
                  Publicity.

                


        

      

      
        VENDOR,
its employees, agents, and subcontractors shall not prepare photographs,
articles, press releases, or speeches about the existence of, scope of, or Work
to be performed under this Agreement or any generalities or details about
BUYER’S facilities or business plans without BUYER’S prior written consent.
Applications for approval must be submitted to BUYER in writing and outline the
intended uses thereof. Neither VENDOR nor BUYER will use the name or trademark
of the other in any material prepared for public announcement, general
publication or distribution to any third party without obtaining prior written
permission of the other party. Notwithstanding the foregoing, either party may
distribute a copy of this Agreement to any subsidiary, affiliate, agent, or
subcontractor for purposes of performance hereunder.

      

      
        


      

      
        5.  Infringement.

      

      
        VENDOR
shall indemnify and defend BUYER against all claims, suits, liability and
expense on account of alleged infringement of any patent, copyright or
trademark, resulting from or arising in connection with the manufacture, sale,
normal use or other normal disposition of any article or material furnished
hereunder or with the performance of any service provided hereunder. BUYER may
participate in the defense of any claim or suit without relieving VENDOR of any
obligation hereunder.

      

      
        


      

      
        6.  Assignment and
Subcontracting.

      

      
        
          	
                  6.1  

                	
                  Neither
      this Agreement nor any claim against BUYER arising directly or indirectly
      out of or in connection with this Agreement shall be assignable by VENDOR
      or by operation of law; provided, however, that BUYER shall have the right
      to assign to a successor in interest without consent of
      VENDOR.

                


        

      

      
        


      

      
        
          	
                  6.2  

                	
                  VENDOR
      shall not subcontract any obligations hereunder without BUYER’S prior
      written consent. BUYER’S consent to any subcontracting shall, however, (a)
      not constitute a waiver of any right of BUYER to reject Goods and/or
      Services which are not in conformance with this Agreement or any BUYER
      Release Document; (b) not create any contractual relationship between
      BUYER and any subcontractor with respect to the Goods and/or Services to
      be provided hereunder or under any BUYER Release Document; or (c) not
      relieve VENDOR of its responsibility for all acts or omissions of its
      subcontractors hi performance hereunder or under any BUYER Release
      Documents.

                


        

      

      
         

        
          
            
              	
                      6.3  

                    	
                       In
      performing Services hereunder, VENDOR will maintain complete control over
      and have full responsibility for its employees and agents and will have
      full responsibility for the performance of its subcontractors. Any
      derivative subcontracts VENDOR has with its’ subcontractors in order to
      perform Work for BUYER shall have the necessary insurance coverage
      requirements as set forth in Attachment D of this Agreement including
      waiver of subrogation and additional insured provisions, Section II. BUYER
      reserves no right to direct, supervise or control the operations,
      employees or subcontractors of VENDOR. Services under this Agreement must
      meet BUYER’S approval and are subject to the general right of inspection
      that allows BUYER to ensure satisfactory completion of the
      Services.

                    


            

          

          
             

          

        

      

      
        
          
            
               


            

            
               


              
                

              

            

            
               


              
                Execution
Copy

                


              

            

          



      

      
        7.  Termination.

      

      
        BUYER may
terminate this Agreement in whole or in part at any time with or without cause
(including, without limitation, default or breach by VENDOR) by written notice
to VENDOR. Upon receipt thereof, VENDOR shall (a) cease all performance except
as requested by BUYER; (b) at BUYER’S request, assign BUYER all VENDOR’S rights
or terminate to the extent possible all outstanding purchase commitments and
other third party agreements; and (c) take other actions as reasonably requested
by BUYER to effect termination. BUYER shall have right to take possession of any
portion of the Goods or Services in progress. BUYER’S sole liability shall be to
pay reasonable value (but in no event more than the contract price) for such
Goods or Services and/or VENDOR’S prior performance and performance to effect
termination. BUYER may, at its option, complete performance of the Goods or
Services. In the event of BUYER termination for cause pursuant hereto, VENDOR
shall be liable to BUYER for all cost incurred by BUYER completing such
performance in excess of the contract price. Time is of the essence hereof, and
BUYER’S right to require strict performance by VENDOR shall not be affected by
any waiver, forbearance or course of dealing.

      

      
        


      

      
        8.  Withholding and
Enforcement.

      

      
        BUYER
shall have the right to withhold any money ever payable by it hereunder and
apply the same to payment of any obligations of VENDOR to BUYER or to any other
parties arising in any way out of this Agreement or its performance. VENDOR
shall reimburse BUYER for reasonable attorneys’ fees and costs to enforce VENDOR
obligations under this Agreement.

      

      
        


      

      
        9.  Excuses.

      

      
        Either
VENDOR or BUYER shall be excused from performance of the obligations hereunder
when and to the extent that such performance is delayed or prevented (and, in
BUYER’S case, its need for the articles, Goods or Services is reduced or
eliminated) by any circumstances reasonably beyond its control, or by fire,
explosion, acts of terrorism, any strike or labor dispute or any act or omission
of any Governmental authority or any group purporting to have authority. To be
so excused, the affected party must provide prompt notice and undertake
reasonable efforts to mitigate the conditions.

      

      
        


      

      
        10.  Ownership of Work
Product.

      

      
        VENDOR
hereby assigns all right, title and interest in and to the Goods provided or any
work produced as a result of Services hereunder (“Work Product”) to BUYER. For
purposes hereof, Work Product shall include all tangible Work Product prepared
for or provided to BUYER by VENDOR in performance of this Agreement. The Work
Product shall be the sole and exclusive property of BUYER and may be used for
any purpose BUYER desires without additional fee or cost. VENDOR and BUYER agree
that all Work Products not generally available to the public shall be treated as
Confidential Information of BUYER. Any drawings, specifications, or other data
furnished by BUYER to VENDOR shall remain the property of BUYER and shall be
promptly returned to BUYER upon completion of the Work unless VENDOR is
otherwise instructed in writing by BUYER.

      

      
        


      

      
        11.  Performance.

      

      
        VENDOR
shall perform all Services diligently, carefully and in a good and workmanlike
manner; shall furnish all labor, supervision, machinery, equipment, materials
and supplies necessary therefore; shall obtain and maintain all building and
other permits and licenses required by public authorities in connection with
performance of the Services; and, if permitted to subcontract, shall be fully
responsible for all Services performed by subcontractors. VENDOR shall conduct
all operations in VENDOR’S own name and as an independent contractor, and not in
the name of, or as agent for BUYER. Any provisions in this Agreement which may
appear to give BUYER the right to direct VENDOR as to details of performing the
Services herein covered, or to exercise a measure of control over the Services
shall be deemed to mean that VENDOR shall follow the desires of BUYER in the
results of the Services only.

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

      

      
         

        12.  Liability-Indemnity.

      

      
        
          	
                  12.1  

                	
                  VENDOR
      shall be solely responsible for all materials, tools, equipment and
      services until the Services are completed to BUYER’S
      satisfaction.

                


        

      

      
        


      

      
        
          	
                  12.2  

                	
                  TO
      THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VENDOR SHALL DEFEND,
      INDEMNIFY AND HOLD HARMLESS BUYER, ITS PARENT, AFFILIATES AND SUBSIDIARY
      COMPANIES, COVENTURERS, AND DIRECTORS, EMPLOYEES AND AGENTS OF SUCH
      COMPANIES AGAINST ANY LOSS, DAMAGE, CLAIM, SUIT, LIABILITY, JUDGMENT AND
      EXPENSE (INCLUDING BUT NOT LIMITED TO ATTORNEYS’ FEES AND OTHER COSTS OF
      LITIGATION), AND ANY FINES, PENALTIES AND ASSESSMENTS, ARISING OUT OF
      INJURY, DISEASE OR DEATH OF PERSONS (INCLUDING BUT NOT LIMITED TO VENDOR’S
      EMPLOYEES) OR DAMAGE TO OR LOSS OF ANY PROPERTY (INCLUDING BUT NOT LIMITED
      TO BUYER’S EXISTING FACILITIES) OR THE ENVIRONMENT OR VIOLATION OF THE
      APPLICABLE LAW OF ANY GOVERNMENTAL AUTHORITY HAVING JURISDICTION RESULTING
      FROM OR IN CONNECTION WITH PERFORMANCE OR NONPERFORMANCE OF SERVICES UNDER
      THIS AGREEMENT BY VENDOR, ITS AGENTS OR SUBCONTRACTORS (INCLUDING BUT NOT
      LIMITED TO EMPLOYMENT DECISIONS OR EMPLOYEE RELATIONS PRACTICES OR
      POLICIES OF VENDOR, ITS AGENTS OR SUBCONTRACTORS MADE OR INSTITUTED IN
      CONNECTION WITH PERFORMANCE OF THIS AGREEMENT), EVEN THOUGH CAUSED BY THE
      CONCURRENT AND/OR CONTRIBUTORY NEGLIGENCE (WHETHER ACTIVE OR PASSIVE OR OF
      ANY KIND OR DESCRIPTION), STRICT LIABILITY (INCLUDING WITHOUT LIMITATION
      STRICT STATUTORY LIABILITY AND STRICT LIABILITY IN TORT), OR OTHER FAULT
      OF A PARTY INDEMNIFIED, SUBJECT TO THE NEXT TWO SUCCEEDING SENTENCES
      HEREIN. WITHOUT REGARD TO THE EXTENT OF NEGLIGENCE, IF ANY, OF AN
      INDEMNIFIED PARTY, VENDOR, AT ITS EXPENSE, SHALL DEFEND ANY SUCH CLAIM OR
      SUIT AGAINST AN INDEMNIFIED PARTY AND SHALL PAY ANY JUDGMENT RESULTING
      THEREFROM. IF, AFTER VENDOR HAS BOTH DEFENDED ANY SUCH SUIT AND PAID ANY
      RESULTING JUDGMENT, IT IS JUDICIALLY DETERMINED THAT THE INJURY, DISEASE,
      DEATH, OR DAMAGE WAS CAUSED BY THE SOLE NEGLIGENCE OF A PARTY INDEMNIFIED,
      THEN BUYER SHALL REIMBURSE VENDOR FOR THE JUDGMENT AND FOR REASONABLE
      DEFENSE COSTS INCURRED.

                   

                  BUYER
      SHALL HAVE THE RIGHT BUT NOT THE DUTY TO PARTICIPATE IN THE DEFENSE OF ANY
      SUCH CLAIM OR SUIT WITH ATTORNEYS OF ITS OWN SELECTION WITHOUT RELIEVING
      VENDOR OF ANY OBLIGATIONS
HEREUNDER.

                


        

      

       

      
        


      

      
        
          	
                  12.3  

                	
                  The
      obligations, indemnities, and liabilities assumed by VENDOR under this
      Article 12 shall not be limited by any provisions or limits of insurance
      required by Article 13 below and shall survive the termination of this
      Agreement.

                


        

      

      
        


      

      
        
          	
                  12.4  

                	
                  If
      it is judicially determined that any of the indemnity obligations under
      this Agreement are invalid, illegal or unenforceable in any respect, said
      obligations shall automatically be amended to conform to the maximum
      monetary limits and other provisions in the applicable law for so long as
      the law is in effect.

                


        

      

      
        


      

      
        13.  Insurance.

      

      
        Vendor
must comply with all insurance requirements outlined in Attachment D of this
Agreement.

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

      

      
        14.  Use of
Premises.

      

      
        VENDOR
shall perform all Services in such manner as to cause minimum interference with
the operations of BUYER and of other contractors on the premises, and shall
take, and cause VENDOR’S and every subcontractor’s employees, agents, licensees,
and permittees to take, all necessary precautions (including those required by
BUYER’S safety regulations) to protect the premises and all persons and property
thereon from damage or injury. VENDOR confirms that safety shall be a primary
consideration in its performance of Services hereunder, and shall meet with
appropriate BUYER personnel to review all site-specific safety regulations prior
to the performance of Services. VENDOR shall investigate accidents (and/or
cooperate with BUYER in conducting investigations of accidents), which arise out
of VENDOR’S Services hereunder and provide copies of non-privileged accident
reports it produces in response to any such investigations. Upon completion of
the Work, VENDOR shall leave the premises clean and free of all equipment, waste
materials and rubbish.

      

      
        


      

      
        15.  Bills and
Liens.

      

      
        VENDOR
shall pay promptly all indebtedness for labor, materials and equipment used in
performance of the Services. VENDOR shall not be entitled to receive final
payment from BUYER, until VENDOR furnishes evidence satisfactory to BUYER of
full payment of such indebtedness. VENDOR shall not permit any lien or charge to
attach to the Services or the premises; but if any does so attach, VENDOR shall
promptly procure its release, and indemnify BUYER against all damage and expense
incident thereto.

      

      
        


      

      
        16.  Drugs, Alcohol, and
Firearms.

      

      
        
          	
                  16.1  

                	
                  BUYER’S
      policy on illegal drugs, alcohol, and firearms, as it relates to
      contractors, is set forth below. VENDOR agrees to communicate such policy
      to VENDOR’S personnel and agrees to cooperate with BUYER in implementing
      such policy on the jobsite(s) covered by this
  Agreement.

                


        

      

      
        


      

      
        
          	
                  16.2  

                	
                  The
      use, possession, transportation, promotion, or sale of illegal drugs or
      drug paraphernalia, and/or otherwise legal but illicitly used substances
      by anyone while on BUYER’S premises is absolutely prohibited. Except where
      specifically authorized, the use, possession, or transportation of
      alcoholic beverages, firearms, live ammunition, explosives, or weapons is
      also prohibited. VENDOR’S personnel who are found in violation of these
      prohibitions will not be allowed on BUYER’S premises and may be referred
      to law enforcement agencies for their
action.

                


        

      

      
        


      

      
        
          	
                  16.3  

                	
                  The
      term “BUYER’S premises” in this Article is used in the broadest sense and
      includes all land, property, buildings, structures, installations, boats,
      planes, helicopters, cars, trucks, and all other means of conveyance owned
      by or leased to BUYER or otherwise being utilized in BUYER’S
      business.

                


        

      

      
        


      

      
        
          	
                  16.4  

                	
                  Entry
      onto BUYER’S premises constitutes consent to and recognition of the right
      of BUYER and its authorized representatives to search the person, vehicle,
      and other property of individuals while on BUYER’S premises. Such searches
      may be initiated by BUYER without prior announcement and will be conducted
      at such times and locations as deemed appropriate. VENDOR’S personnel who
      refuse to cooperate with searches will not be allowed on BUYER’S
      premises.

                


        

      

      
        


      

      
        
          	
                  16.5  

                	
                  VENDOR
      is required to take whatever steps it deems necessary (including adopting
      its own drug control program, if necessary) to ensure that involvement
      with drugs on the part of VENDOR’S personnel working on BUYER’S premises
      or with BUYER’S personnel does not create a presence of drug-related
      problems in the work place. VENDOR may conduct contraband searches and
      drug testing of VENDOR’S personnel on BUYER’S premises in areas where
      VENDOR is performing work. VENDOR shall notify and obtain approval of
      BUYER’S location management prior to conducting such searches or
      testing.

                


        

      

      
        


      


      
        
           


        

        
           


          
            

          

        

        
           


          
            Execution
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          17.  Right To
Audit.

        

      

      
        
          
          

        

      

      
        
          	
                  17.1 
      

                	
                  Right to Audit.
      During this Agreement and for four (4) years after completion, VENDOR will
      keep accurate, auditable records of all associated charges. BUYER may
      inspect and audit those records using its authorized
      representatives.

                


        

      

      
        


      

      
        VENDOR
will keep all these records:

      

      
        
          	
                  a)  

                	
                  Payroll
      records that account for total time distribution for VENDOR’S employees
      working full or part time on the Work (to permit tracing to payroll and
      related tax returns), as well as cancelled payroll checks or signed
      receipts for payroll payments in
cash

                


        

      

      
        
          	
                  b)  

                	
                  Invoices
      for purchases, receiving and issuing documents, and all other unit
      inventory records for VENDOR’S stores stocks or capital
    items

                


        

      

      
        
          	
                  c)  

                	
                  Paid
      invoices and canceled checks for purchased materials and subcontractor and
      third-party charges

                


        

      

      
        
          	
                  d)  

                	
                  Records
      related to handling, hauling, and disposing of hazardous materials and/or
      hazardous wastes

                


        

      

      
        
          	
                  e)  

                	
                  Accurate,
      auditable records of gifts, entertainment, or gratuities to individual
      BUYER personnel

                


        

      

      
        


      

      
        18.  Competitiveness and Price
Warranty.

      

      
        VENDOR
warrants that it shall remain competitive in terms of the pricing, quality,
capacity, and delivery of Goods and Services provided to BUYER hereunder. VENDOR
also warrants that the prices for Goods or Services are no less favorable than
those extended by VENDOR to any of its other customers for the same or similar
Goods or Services in similar quantities. VENDOR further warrants that if it
reduces its prices to other customers for the same or similar Goods or Services
during the term hereof, VENDOR shall reduce its prices to BUYER correspondingly.
BUYER shall have the right to audit or review VENDOR’S competitiveness at any
time during the term of this Agreement. Should BUYER determine in good faith
that VENDOR has failed to remain competitive, and VENDOR fails to cure said lack
of competitiveness within a reasonable time, not to exceed thirty (30) days,
then BUYER may immediately terminate this Agreement for cause pursuant to
Article 7.

      

      
        


      

      
        Additional
Terms and Conditions

      

      
        The
following additional terms and conditions supplement the preceding standard
terms and conditions. To the extent the standard terms and conditions conflict,
the following Articles shall prevail.

      

      
        
           

          19.  Payment and
Invoicing.

        

      

      
        
          
          

        

      

      
        
          	
                  19.1  

                	
                  As
      full and complete compensation for VENDOR’S performance of the Services
      and fulfillment of all VENDOR’S obligations under this Agreement, BUYER
      shall pay VENDOR the applicable rates and such other sums as are expressly
      set forth in Attachment B as being payable or reimbursable to VENDOR. Such
      payments shall constitute the entire compensation due VENDOR under this
      Agreement for the Services, without limitation, for all profits,
      overheads, costs and expenses, including without limitation any income or
      other taxes, in any way related to performance of the Services under this
      Agreement. No other amounts whatsoever shall be payable by BUYER in
      relation to this Agreement.

                


        

      

      
        


      


      
        
           


        

        
           


          
            

          

        

        
           


          
            Execution
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                  19.2  

                	
                  BUYER
      shall reimburse VENDOR the actual, reasonable, verified cost of expenses
      incurred by VENDOR associated with performing requested Services provided
      such expenses are authorized by BUYER and accompanied by appropriate
      receipts. Such reimbursable expenses do not include any relocation
      expenses and/or normal daily working and commuting expenses or any other
      expenses the BUYER deems are the sole responsibility of VENDOR. VENDOR
      must obtain prior written authorization by BUYER prior to incurring any
      reimbursable expenses.

                


        

      

      
        


      

      
        
          	
                  19.3  

                	
                  In
      compliance with the Tax Equity and Fiscal Responsibility Act of 1982
      (TEFRA), VENDOR shall submit invoices which reference this Agreement and
      VENDOR’S Federal Tax Identification Number or Social Security Number for
      all sums due hereunder to avoid BUYER’S withholding a 31% tax from
      payments. All invoices must be supported by the necessary documentation
      (See Section 19.4 below) to:
      
                    
                                  Shell
      Oil Company 

                                  Attn:
      Richard T. Garcia 

                                  OSP
      file room 22.10B 

                                  P.O.
      Box 2463 

                                  Houston, TX
      77252-2463

                       

                    

                    
                      Invoices
      will be submitted monthly payable 30 days from receipt of invoice and
      approval by BUYER and such invoices must be documented as set forth in
      Section 17(Audit
Rights).

                    

                  

                


        

      

      
        
          

          



      

      
        
          	
                  19.4  

                	
                  Time
      sheets signed by VENDOR and acknowledged by BUYER completely and
      accurately describing the time worked by VENDOR shall accompany invoices
      for the Services performed on a time/material (“t/m”) basis. Reimbursable
      items must be supported by appropriate
receipts.

                


        

      

      
        


      

      
        
          	
                  19.5  

                	
                  All
      payments to VENDOR shall be mailed to the VENDOR’S address as set forth in
      this Agreement, unless otherwise requested by BUYER by Release Document or
      other means. When any term or condition of VENDOR’S invoice conflicts with
      this Agreement, this Agreement shall prevail unless otherwise specifically
      agreed in writing in the BUYER Release
Document.

                


        

      

      
        


      

      
        20.  Agreement
Releases.

      

      
        
          	
                  20.1  

                	
                  No
      substitutions of any kind (design, material etc.) are acceptable without
      written prior approval from appropriate BUYER
    representative.

                


        

      

      
        


      

      
        
          	
                  20.2  

                	
                  BUYER
      representatives may issue releases for Goods and/or Services against this
      Agreement using:

                


        

      

      
        
          	
                  a)  

                	
                  Verbal
      request with a follow-up written
confirmation;

                


        

      

      
        
          	
                  b)  

                	
                  Written
      Release Document; or

                


        

      

      
        
          	
                  c)  

                	
                  Computer-generated
      Release Document (e.g., Electronic Data Interchange or
    “EDI”).

                


        

      

      
        


      

      
        
          	
                  20.3  

                	
                  Authorized
      BUYER contractors may also purchase Goods and/or Services against this
      Agreement for BUYER’S end-use. Referencing this Agreement number will
      facilitate application of the proper
pricing.

                


        

      

      
        


      

      
        
          	
                  20.4  

                	
                  This
      Agreement does not commit BUYER to make any purchases or request any Goods
      or Services hereunder. All orders are subject to acceptance or rejection
      by VENDOR.

                


        

      

      
        


      

      
        
          	
                  20.5  

                	
                  All
      terms and conditions of this Agreement apply to all releases unless the
      BUYER Release Document specifically states
  otherwise.

                


        

      


      
        
           


        

        
           


          
            

          

        

        
           


          
            Execution
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        21.  Affiliates and
Subsidiaries.

      

      
        
          	
                  21.1  

                	
                  Any
      BUYER affiliate or subsidiary, as defined below, in countries legally
      recognized by Federal law may use the terms and conditions herein in
      orders placed in the United States of America, provided the BUYER
      affiliate or subsidiary agrees for such orders to incorporate the terms
      and conditions of this
Agreement.

                


        

      

      
        


      

      
        
          	
                  21.2  

                	
                  BUYER
      has no obligation or liability under this Agreement for any BUYER
      affiliate’s/subsidiary’s purchase orders, performance, or failure to
      perform. If a BUYER affiliate/subsidiary fails its obligations, VENDOR may
      terminate the BUYER affiliate’s/subsidiary’s right to place other purchase
      orders. Such a termination will not affect BUYER or any other BUYER
      affiliates or subsidiaries.

                


        

      

      
        


      

      
        
          	
                  21.3  

                	
                  A
      BUYER affiliate/subsidiary has obligations only with respect to orders
      placed by it and has no obligation or liability for BUYER’S and other
      BUYER affiliates’/subsidiaries’ purchase orders, performance, or failure
      to perform.

                


        

      

      
        


      

      
        21.4 These
definitions apply to the terms “BUYER’S affiliate” and “BUYER’S
subsidiary”:

      

      
        
          	
                  a) 
      

                	
                  “BUYER’S
      affiliate”

                


        

      

      
        
          	
                  (i) 
      

                	
                  The
      Ultimate Parent Entity and any entity that the Ultimate Parent Entity
      directly or indirectly
controls.

                


        

      

      
        For this
purpose:

        
          	
                  a)
       

                	
                  The
      Ultimate Parent Entity is Royal Dutch Shell pic;
  and

                


        

      

      
        
          	
                  b)  

                	
                  An
      entity directly controls another entity if it owns fifty per cent or more
      of the voting rights attached to the issued share capital of the other
      entity; and

                


        

      

      
        
          	
                  c)  

                	
                  An
      entity indirectly controls another entity if a series of entities can be
      specified, beginning with the first entity and ending with the other
      entity, so related that each entity of the series (except the ultimate
      controlling entity) is directly controlled by one or more of the entities
      earlier in the series.

                


        

      

      
         

        
          	
                  (ii) 
      

                	
                  Any
      entity not falling under the definition set out in (i) which:
    

                


        

        
          	
                  a)  

                	
                  is
      for the time being managed or operated by an entity as defined in (i);
      or

                


        

      

      
        
          	
                  b)  

                	
                  has
      a construction-, IT service-, technical service-, business service- or
      franchise agreement with any entity as defined in
  (i).

                


        

      

      
        


      

      
        22.  Suspension.

      

      
        BUYER may
require VENDOR to suspend Work hereunder for such period as BUYER may direct. In
the event of such suspension, the parties shall confer and mutually agree as to
the period by which the scheduled completion date and price are to be
adjusted.

      

      
        


      

      
        23.  Pricing.

      

      
        VENDOR
pricing for Work covered under this Agreement shall be in accordance with
Attachment B to this Agreement

      


      
        
           


        

        
           


          
            

          

        

        
           


          
            Execution
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        24.  Price
Change.

      

      
        
          	
                  24.1  

                	
                  VENDOR
      agrees to maintain current pricing as shown in Attachment B for a minimum
      period of 12 months from the Effective Date of this
    Agreement.

                


        

      

      
        


      

      
        
          	
                  24.2  

                	
                  VENDOR
      will invoice against this Agreement only at stated rates and prices. Price
      changes require a written alteration, issued before the effective date of
      the change.

                


        

      

      
        


      

      
        
          	
                  24.3  

                	
                  VENDOR
      will submit requests for price changes in writing, 60 days before the
      proposed effective date. Requests should include current net price,
      proposed new net price, net price change, and percentage of change. VENDOR
      should include enough detail to allow BUYER to evaluate the proposed
      change.

                


        

      

      
        


      

      
        25.  Confidential
Information.

      

      
        VENDOR
and BUYER will not, without the prior written consent of the other, either (a)
disclose the other’s proprietary or commercially sensitive information
(“Confidential Information”) to anyone other than those officers, employees,
agents, or subcontractors who need to know it in connection with performance of
this Agreement and have agreed to be bound by these obligations of
confidentiality or (b) use the other’s Confidential Information for any purpose
other than performance of this Agreement. For purposes of this Agreement, all
data, maps, reports, drawings, specifications, records, technical information,
and computer programs/software concerning BUYER’S operations, processes or
equipment that are provided by BUYER and/or acquired or handled by VENDOR in
connection with this Agreement shall be deemed Confidential Information of
BUYER.

      

      
        


      

      
        26.  Independent
Contractor.

      

      
        
          	
                  26.1  

                	
                  Except
      as otherwise expressly set forth herein, neither VENDOR nor anyone it
      employs shall ever be considered BUYER’S employee, agent, servant, or
      representative in performing Services under this Agreement. VENDOR’S
      personnel will not be eligible to participate in any of BUYER’S employee
      benefit plans or to receive any benefits under those plans. In the event
      that any federal or state court or agency holds VENDOR to be an employee
      of BUYER for any purpose, VENDOR expressly waives any right to participate
      in or claim any benefits from any such plans of
  BUYER.

                


        

      

      
        


      

      
        
          	
                  26.2  

                	
                  To
      the maximum extent permitted by law, VENDOR shall defend, indemnify and
      hold harmless BUYER, its parent, affiliates, and subsidiary companies,
      coventurers, and directors, employees and agents of such companies against
      any loss, damage, claim, suit, liability, judgment and expense (including
      but not limited to attorneys’ fees and other costs of litigation), and any
      fines, penalties, assessments, arising out of any claim of coverage or
      eligibility under any of BUYER’S benefit plans, including without
      limitation, benefits under any employee pension benefit plans or employee
      welfare benefit plans, as defined under the Employee Retirement Act of
      1974, as amended from time to time, or any fringe benefit plans or any
      other benefits extended to employees of BUYER and/or its parent,
      affiliates and subsidiary companies, which claim of coverage or
      eligibility is made directly or indirectly by any of VENDOR’S employees,
      subcontractors or agents.

                


        

      

      
        


      

      
        27.  Statutory Employer provision
for Services performed in Louisiana.

      

      
        BUYER and
VENDOR agree that while VENDOR and any of its employees, agents, or
subcontractors are performing Services under this Agreement in Louisiana such
work in whole or in part is a part of the trade, business or occupation of BUYER
and is an integral part of and essential to the ability of BUYER to generate its
goods, products, and services. BUYER or any of its subsidiaries or affiliates
involved in the Services performed hereunder in Louisiana shall be considered a
Statutory Employer within the meaning set forth in La. Rev. Stat. 23:1061 of
those employees, agents, and subcontractors of VENDOR performing Services
hereunder in Louisiana and such employees, agents, and subcontractors shall be
considered Statutory Employees as the meaning is set forth in La. Rev. Stat.
23:1061.

      


      
        
           


        

        
           


          
            

          

        

        
           


          
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        28.  Labor Relations for Services
at BUYER’S Facilities.

      

      
        
          	
                  28.1  

                	
                  VENDOR
      will promptly inform BUYER about any labor disputes, expected labor
      disputes, or requests or demands from labor organizations that could
      reasonably affect Services under this Agreement at BUYER’S facilities.
      During negotiation, before making any commitments, VENDOR will advise
      BUYER about agreements or understandings with local or national labor
      organizations that could affect the
Services.

                


        

      

      
        


      

      
        
          	
                  28.2  

                	
                  BUYER
      reserves the right to restrict VENDOR’S hiring more workers, and to
      suspend or terminate work, in situations where a labor dispute may
      adversely affect work
progress.

                


        

      

      
        


      

      
        29.  Hazard
Communication.

      

      
        
          	
                  29.1  

                	
                  Both
      VENDOR and BUYER agree to comply with the Occupational Safety and Health
      Administration (“OSHA”) Hazard Communication Standard (“HCS”) - 29 CFR
      1910.1200. The HCS requires employers to inform workers about the hazards
      of workplace materials using a written hazard communication program,
      labels, substance lists, Material Safety Data Sheets (“MSDS”),
      information, and training. Both VENDOR and BUYER will also provide
      appropriate health and safety information to those who handle, use, or may
      be exposed to chemical
substances.

                


        

      

      
        


      

      
        
          	
                  29.2  

                	
                  VENDOR
      will have an MSDS available at the job site for each chemical substance
      provided to BUYER. If VENDOR leaves chemical substances in BUYER’S
      possession, VENDOR will give BUYER’S representative at the location or
      field office the most current
MSDS.

                


        

      

      
        


      

      
        
          	
                  29.3  

                	
                  VENDOR
      will furnish only chemical substances listed in the Toxic Substances
      Control Act (“TSCA”) Chemical Substance Inventory (maintained by the U.S.
      Environmental Protection Agency). VENDOR will verify each chemical’s
      inclusion on the TSCA Inventory by sending BUYER a letter or an MSDS. If a
      chemical substance is not on the TSCA Inventory, VENDOR will immediately
      notify BUYER.

                


        

      

      
        


      

      
        
          	
                  29.4  

                	
                  If
      VENDOR deems a returned chemical substance unacceptable for credit, VENDOR
      will segregate the returned chemical and immediately contact BUYER and
      request BUYER to provide written instructions as to the handling of the
      substance. VENDOR may never dispose of or sell these chemicals without
      BUYER’S written permission.

                


        

      

      
        


      

      
        30.  Substance Abuse Policy for
Service Conditions.

      

      
        
          	
                  30.1  

                	
                  Based
      on the definitional criteria below, if all or part of the Services under
      this Agreement is considered safety/environmentally sensitive, in addition
      to standard requirements in Article 16, Drugs, Alcohol, and Firearms, in
      this Agreement, VENDOR should have a complete substance abuse policy in
      place and functioning. VENDOR’S policy should support BUYER’S objective to
      ensure VENDOR’S personnel, working on BUYER’S premises or with BUYER’S
      personnel, do not create a presence of substance abuse in the
      workplace.

                


        

      

      
        


      

      
        
          	
                  30.2  

                	
                  A
      safety/environmentally sensitive VENDOR is any contractor and/or its
      subcontractors that provide one or more individuals to perform Services
      for BUYER with job responsibility that meets these
    criteria:

                


        

      

      
        
          	
                  a) 
      

                	
                  Requires
      exercise of independent action and results in direct and immediate
      irreversible effects; and

                


        

      

      
        
          	
                  b) 
      

                	
                  Creates
      substantial risk of serious physical injury to fellow employees or the
      general public, or significant environmental
  damage.

                


        

      

      
        


      


      
        
           


        

        
           


          
            

          

        

        
           


          
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                  30.3

                	
                  If
      VENDOR meets the requirements of a safety/environmentally sensitive
      contractor based on the above criteria, VENDOR must have a comprehensive
      substance abuse policy and practices that include these minimum
      elements:

                


        

      

      
        
          	
                  a)  

                	
                  Substance
      abuse prohibitions

                


        

      

      
        
          	
                  b)  

                	
                  Employee
      notification

                


        

      

      
        
          	
                  c)  

                	
                  Substance
      abuse deterrence and
detection

                


        

      

      


      
        
          	
                  (1)  

                	
                  Testing
      areas, substances, and cut-off levels at least comparable to BUYER’S (see
      below)

                


        

      

      
        
          	
                  (2)  

                	
                  Appropriate
      rehabilitation and ensured fitness for duty before permitting employees
      with identified substance abuse problems to return to work on BUYER’S
      premises

                


        

      

      
        
          	
                  (3)  

                	
                  Searches

                


        

         

      

      
        
          	
                  30.4  
      

                	
                  Specifically,
      VENDOR must perform testing with regard to all employees who do
      safety/environmentally sensitive work, and their immediate supervisors, in
      the areas below at the following 8-drug panel testing levels plus
      alcohol.

                


        

      

      
        
          	
                  a) 
      

                	
                  Testing
      Areas

                


        

      

      
        
          


          
            
              	
                      (1)  

                    	Pre-employment


            

          

          
            
              	
                      (2)  

                    	
                      For
      cause

                    


            

          

          
            
              	
                      (3)  

                    	
                      Post
      rehabilitation/follow-up for four years after return to
    work

                    


            

          

        

      

      
        	
                 
      

              	
                (4)  
      

              	
                Random

              


      

       

      
        	
                 
      

              	
                b)  
      

              	
                Testing
      Cut-off Levels

              


      

      
        
          	
                  (1)  
      

                	
                  VENDOR
      must test a urine sample for the following additional drugs at cut-off
      levels no less stringent than those below. VENDOR should perform an
      initial test via Enzyme Multiplied Immunoassay Technique (“EMIT”), and
      where positive, follow up with a more precise test, Gas
      Chromatography/Mass Spectrometry (“GC/MS”). The test should be considered
      positive if there is a presence equal to or greater than the following
      levels (“NG/ML”):

                


        

      

       

      
        
          
            
              	
                      
                        Drug

                      

                    	
                      
                        EMIT

                      

                    	
                      
                        GC/MS

                      

                    
	
                      
                        Amphetamines

                      

                    	
                      
                        1,000

                      

                    	
                      
                        500

                      

                    
	
                      
                        Barbiturates

                      

                    	
                      
                        300

                      

                    	
                      
                        100

                      

                    
	
                      
                        Benzodiazepines

                      

                    	
                      
                        300

                      

                    	
                      
                        100

                      

                    
	
                      
                        Cocaine

                      

                    	
                      
                        300

                      

                    	
                      
                        150

                      

                    
	
                      
                        Opiates

                      

                    	
                      
                        300

                      

                    	
                      
                        150

                      

                    
	
                      
                        THC
      (cannabinoids marijuana)

                      

                    	
                      
                        20

                      

                    	
                      
                        10

                      

                    
	
                      
                        Methadone

                      

                    	
                      
                        300

                      

                    	
                      
                        100

                      

                    
	
                      
                        PCP

                      

                    	
                      
                        25

                      

                    	
                      
                        25

                      

                    


            

          

        

      

      
        VENDOR
should test for alcohol abuse, with results of 0.05 percent Blood Alcohol
Content considered positive.

      

      
        


      


      
        
           


        

        
           


          
            

          

        

        
           


          
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        33.  Year 2000
Warranty.

      

      
        
          	
                  33.1 
      

                	
                  VENDOR
      represents and warrants that all Goods and Services provided hereunder
      will be Year 2000 Compliant and, more specifically,
  will:

                


        

      

      
        
          	
                  a)  

                	
                  Function
      without interruption or human intervention with four digit year processing
      on any data, input, or output which includes an indication of date (“Date
      Data”), including errors or interruptions from function which may involve
      Date Data from more than one century or leap years regardless of the date
      of processing or date of Date
Data;

                


        

      

      
        
          	
                  b)  

                	
                  Provide
      results from any operation accurately reflecting any Date Data used in the
      operation performed, with output in any form, except graphics, having four
      digit years;

                


        

      

      
        
          	
                  c)  

                	
                  Accept
      two digit year Date Data in a consistent manner that resolves any
      ambiguities as to century in a defined manner;
  and

                


        

      

      
        
          	
                  d)  

                	
                  Provide
      date interchange in the ISO 8601:1988 standard of
  CCYYMMDD.

                


        

      

      
        


      

      
        
          	
                  33.2 
      

                	
                  If
      any Goods or Services delivered hereunder are not as described in this
      Article, Year 2000 Compliant replacements, or modifications shall be
      performed by VENDOR at the cost of
VENDOR.

                


        

      

      
        


      

      
        34.  Headings.

      

      
        The
article headings in this Agreement are solely for convenience and shall not be
considered in its interpretation. Unless the context clearly indicates
otherwise, words used in the singular include the plural and words in the plural
include the singular.

      

      
        


      

      
        35.  Continuing
Obligations.

      

      
        All
warranty, withholding and enforcement, liability, indemnity, intellectual
property, confidentiality, audit, and dispute resolution obligations and
responsibilities assumed by the parties during the term of this Agreement shall
survive the termination or expiration hereof.

      

      
        


      

      
        36.  Waiver.

      

      
        Except as
expressly provided for, no waiver shall be deemed to have been made by either
party unless expressed in writing and signed by the waiving party. The failure
of either party to insist in any one or more instances upon strict performance
of any of the terms or provisions of this Agreement, or to any option or
election herein contained, shall not be construed as a waiver or relinquishment
for the future of such terms, provisions, option or election. No waiver by any
party of any one or more of its rights or remedies under this Agreement shall be
deemed to be a waiver of any prior or subsequent rights or remedies hereunder or
at law. All remedies afforded in this Agreement shall be taken and construed as
cumulative; that is, in addition to every other remedy available at law or in
equity.

      

      
        


      

      
        37.  Deliveries.

      

      
        Unless
otherwise specified, all deliveries shall be in strict accordance with this
Agreement or any BUYER Release Documents. If delivery dates cannot be met,
VENDOR shall promptly inform BUYER in writing of any anticipated or actual
delay, the reasons for the delay and the actions being taken to overcome or to
minimize the delay. If BUYER does not approve alternate delivery dates, BUYER
shall have the right to cancel this Agreement without further liability,
purchase elsewhere, and hold VENDOR accountable for all direct damages resulting
from VENDOR’S failure to meet the original delivery dates. Upon delivery to
BUYER, VENDOR shall convey clear title to the Goods, free of any lien,
encumbrance or security interest.

      


      
        
           


        

        
           


          
            

          

        

        
           


          
            Execution
Copy

            


          

        

      


      
        


      

      
        When this
Agreement is applied to purchases in the United States for use outside the
United States in countries legally recognized by federal law, the BUYER will be
responsible for all additional direct costs for export. Indirect additional
costs will be negotiated on an individual basis. The parties will abide by all
applicable export control regulations of the United States Department of
Commerce and other agencies concerning the export or re-export of United States
source technical data or software, or the direct product thereof, to
unauthorized destinations.

      

      
        


      

      
        38.  Communications.

      

      
        All
notices, requests, demands, and other communications to any party under this
Agreement shall be in writing (including facsimile or similar writing) and shall
be given to a party at the address or facsimile number specified for such party
below or such other address or number as such party shall at any time otherwise
specify by like notice to the other party. Each such notice, request, demand, or
other communication shall be effective (a) if given by facsimile, at the time
such facsimile is transmitted and the appropriate confirmation is received (or,
if such time is not during a business day, at the beginning of the next business
day); (b) if given by mail, five business days (or if to an address outside the
United States, ten calendar days) after such communication is deposited in the
United States mail with first-class postage prepaid; or (c) if given by any
other means, when delivered at the address pursuant hereto. The address and
facsimile number for each party for purpose of notice are:

         

      

      
        
          	
                  To: 

                   

                   

                   

                   

                   

                  To: 

                	
                  BUYER

                  Attn:
      Regional Security Advisor (Currently Richard T. Garcia)

                  910
      Louisiana Street 

                  Houston,
      Texas 77001

                   

                   

                  Lab wire, Inc
      
                    
                      Attn:
      Gary Butler

                    

                    
                      14133
      Memorial Drive, Suite 1

                    

                    
                      Houston,
      TX 77079

                    

                    
                      281/797-6335

                    

                  

                

  

      

      
        39.  Severability.

      

      
        If any of
the provisions of this Agreement shall be invalid or unenforceable, such
invalidity or unenforceability shall not invalidate or render unenforceable the
entire Agreement, but rather the entire Agreement shall be construed as if not
containing the particular invalid or unenforceable provision or provisions, and
the rights and obligations of each party shall be construed and enforced
accordingly.

      

      
        


      

      
        40.  Exhibits To The
Agreement

      

      
        Schedule
A - Scope of Work Schedule B - Price Schedule, Schedule C - Shell Voluntary
Principles on Security and Human Rights/ Use of Force Standards & Guidelines
Schedule D – Insurance

      

      
        


      

      
        41.  Entire
Agreement.

      

      
        This
Agreement, its attachments and the BUYER Release Documents entered into
hereunder set forth the entire agreement between BUYER and VENDOR with respect
to the supply of the Goods and Services by VENDOR to BUYER from the Effective
Date and supersede and replace any other agreement or understanding in respect
of such subject matter whether in writing or otherwise, entered into or existing
prior to the Effective Date. Neither this Agreement nor any BUYER Release
Document hereunder shall be altered, amended or modified except in writing duly
signed by both parties.

         

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

         

        
          
            42.  Acceptance.

          

          
            By
signing below, each party signifies that it has carefully examined and agrees to
be bound by all terms and conditions which are contained in this Agreement
(including all front pages, the Standard Terms and Conditions contained in
Articles 1 through 18 and the Additional Terms and Conditions contained in
Articles 19 through 42.

          

          
            
Authorized
BUYER Representative

          

        

        
          
            


          

          
            
              	
                      Signature:

                    	
                      //s//
      John  Estes

                    	 
      	
                      Date:
      8/8/8-06

                    
	
                      Name:

                    	
                      John
      M Estes

                    	 
      	
                      Title:
      Head, US Corporate Security Services

                    
	
                      Telephone:

                    	
                      (713)
      241-4778

                    	 
      	
                      Fax:
      (713) 241-1099

                    


            

          

          
            


          

          


          
            Authorized
VENDOR

             

          

          
            
              	
                      Signature:

                    	
                      //s//
      Dexter Morris

                    	 
      	
                      Date:
      8-8-06

                    
	
                      Name:

                    	
                      Dexter
      Morris

                    	 
      	
                      Title:
      CEO

                    
	
                      Telephone:

                    	
                      (281)
      597-1611

                    	 
      	
                      Fax:
      (281) 597-1261