Halliburton Confidential Information
and Halliburton shall forthwith cease to use, either directly or indirectly, any
of the Supplier Intellectual Property and forthwith return to Supplier all
Supplier Intellectual Property and Supplier Confidential Information except to
the extent necessary to use the Northern White frac sands theretofore supplied
by Supplier hereunder. In such case Supplier hereby grants Halliburton or its
designee an irrevocable, royalty free license to use such Supplier Intellectual
Property and Supplier Confidential Information to the extent it is incorporated
into such Northern White frac sand(s) theretofore supplied by Supplier
hereunder.
(c)
Upon expiration of this Agreement or the termination of this Agreement for any
reason, all obligations of the Parties hereunder shall terminate, except for any
obligations that are expressly stated to survive the expiration of the Term or
termination of this Agreement and any obligations that remain executory which
obligations, to the extent they remain executory, shall remain in full force and
effect until fully performed by the obligated Party as stated in this Agreement.
The respective Parties' obligations under Section 3.1, Section 5.4, Article 6,
this Section 8.5 and Articles 9 through 14 shall survive the expiration of the
Term or termination of this Agreement. Neither expiration nor termination of
this Agreement shall relieve any Party of liability for breaches of this
Agreement prior to such expiration or termination.
9.INDEMNITY AND LIMITATION OF LIABILITY
9.1
INDEMNIFICATION.
(a)
HALLIBURTON AND SUPPLIER AGREE TO FULLY RELEASE, INDEMNIFY, DEFEND AND HOLD ONE
ANOTHER AND THEIR RESPECTIVE PARENT, SUBSIDIARY OR AFFILIATED ENTITIES HARMLESS
FROM AND AGAINST ANY AND ALL CLAIMS, COSTS, CAUSES OF ACTION, FINES, PENALTIES
OR OTHER LIABILITY THAT MAY BE ASSERTED AGAINST THE OTHER AND/OR THEIR
RESPECTIVE GROUPS, TO THE EXTENT, ARISING OUT OF THE INDEMNIFYING PARTY'S OR
THEIR RESPECTIVE GROUP'S NEGLIGENCE OR WILLFUL MISCONDUCT IN CONNECTION WITH
PERFORMANCE UNDER THIS AGREEMENT.
(b)
NOTWITHSTANDING PARAGRAPH 9.1, HALLIBURTON AND SUPPLIER SPECIFICALLY ACKNOWLEDGE
AND AGREE THAT THE GOODS PROVIDED BY SUPPLIER HEREUNDER ARE INHERENTLY DANGEROUS
AND HALLIBURTON AGREES TO INDEMNIFY AND HOLD HARMLESS SUPPLIER, ITS PARENT,
SUBSIDIARY AND AFFILIATED ENTITIES FROM AND AGAINST ANY CLAIMS, COSTS, CAUSES OF
ACTION, FINES, PENALTIES OR OTHER LIABILITY TO THE EXTENT CAUSED BY
HALLIBURTON'S NEGLIGENT USE OF THE NORTHERN WHITE FRAC SAND(S) OR NEGLIGENT OR
WILLFUL FAILURE TO PROVIDE ADEQUATE WARNING OR REASONABLE PROTECTIVE PROCEDURES
AND EQUIPMENT WITH RESPECT TO THE USE OF THE NORTHERN WHITE FRAC SAND(S).
9.2
Limitation of Liability. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR,
AND EACH PARTY RELEASES THE OTHER FROM LIABILITY ATTRIBUTABLE TO, ANY SPECIAL OR
INDIRECT DAMAGES ARISING OUT OF THE PERFORMANCE OF THIS AGREEMENT OR DEFAULT IN
THE PERFORMANCE HEREOF, WHETHER BASED UPON CONTRACT, TORT (INCLUDING NEGLIGENCE,
PRODUCT LIABILITY OR STRICT LIABILITY) OR WARRANTY.
9.3
Indemnification Procedure. In the event either Party learns of any claim,
liability, demand or cause of action relating to this Agreement or the
performance hereunder, which said Party shall determine, in its sole discretion,
that the other Party may be liable therefor, said Party shall promptly notify
the