CONFER ON ANY
PERSON OTHER THAN THE PARTIES OR THEIR RESPECTIVE SUCCESSORS AND PERMITTED
ASSIGNS, ANY RIGHTS OR REMEDIES UNDER OR BY REASON OF THIS AGREEMENT.
12.
GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS
AND DUTIES OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS (EXCLUDING ANY CONFLICT OF LAWS
RULE OR PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OR CONSTRUCTION OF THIS
AGREEMENT TO THE LAW OF ANOTHER JURISDICTION), OTHER THAN MATTERS DEALING WITH
THE OWNERSHIP OF REAL PROPERTY OR INTERESTS THEREIN, WHICH SHALL BE GOVERNED BY
THE LAWS OF THE STATE WHERE SUCH PROPERTY IS LOCATED. IT IS ACKNOWLEDGED AND
AGREED THAT THIS AGREEMENT IS CONTEMPLATED BY THE CONTRIBUTION AGREEMENT.
ACCORDINGLY, THE PROVISIONS OF SECTION 11.7 (CONSENT TO JURISDICTION) AND
SECTION 11.14 (WAIVER OF JURY TRIAL) OF THE CONTRIBUTION AGREEMENT APPLY TO THIS
AGREEMENT AND HEREBY EXPRESSLY INCORPORATED HEREIN AND MADE A PART HEREOF.
13.
ENTIRE AGREEMENT. THIS AGREEMENT AND THE
CONTRIBUTION AGREEMENT CONSTITUTE THE ENTIRE UNDERSTANDING AMONG QUICKSILVER,
BREITBURN, THE ACQUIRED COMPANIES AND THEIR RESPECTIVE AFFILIATES WITH RESPECT
TO THE SUBJECT MATTER HEREOF, SUPERSEDING ALL NEGOTIATIONS, PRIOR DISCUSSIONS,
AND PRIOR AGREEMENTS AND UNDERSTANDINGS RELATING TO SUCH SUBJECT MATTER.
14.
INDEPENDENT CONTRACTOR. IN ITS PERFORMANCE OF
SERVICES, QUICKSILVER SHALL BE CONSIDERED AN INDEPENDENT CONTRACTOR, AND IN NO
EVENT SHALL EITHER PARTY BE DEEMED A PARTNER, CO-VENTURER OR AGENT OF THE OTHER
PARTY.
15.
AUDIT RIGHT. BREITBURN HAS A RIGHT FOR A
PERIOD OF NINETY (90) DAYS AFTER THE TRANSITION PERIOD FOR THE MARKETING
SERVICES, LAND ADMINISTRATION SERVICES OR ACCOUNTING SERVICES, AS APPLICABLE,
(THE "AUDIT PERIOD") TO CONDUCT, AT ITS SOLE COST AND EXPENSE, DURING NORMAL
BUSINESS HOURS UPON AT LEAST THIRTY (30) DAYS PRIOR NOTICE, AN AUDIT OF
QUICKSILVER'S
7
RECORDS TO THE EXTENT RELATING TO SUCH PARTICULAR SERVICES AND SHALL BE ENTITLED
TO AN ADJUSTMENT IF ANY ERROR IS DISCOVERED. IF BREITBURN DOES NOT EXERCISE ITS
AUDIT RIGHT WITHIN THE AUDIT PERIOD, BREITBURN SHALL BE DEEMED TO HAVE WAIVED
ITS AUDIT RIGHT. ALL STATEMENTS AND REPORTS RENDERED TO BREITBURN BY QUICKSILVER
PURSUANT TO THIS AGREEMENT SHALL CONCLUSIVELY BE PRESUMED TO BE TRUE AND CORRECT
AFTER THE AUDIT PERIOD, EXCEPT FOR AUDIT ISSUES RAISED BY WRITTEN NOTICE FROM
BREITBURN TO QUICKSILVER DURING THE AUDIT PERIOD. FURTHERMORE, ANY AUDIT ISSUES
NOT RAISED BY WRITTEN NOTICE FROM BREITBURN TO QUICKSILVER DURING THE AUDIT
PERIOD SHALL BE DEEMED TO HAVE BEEN WAIVED BY BREITBURN, THE ACQUIRED COMPANIES
AND THEIR AFFILIATES. QUICKSILVER SHALL RETAIN ALL ITS RECORDS RELATING TO THE
SERVICES PERFORMED HEREUNDER FOR NO LESS THAN SIX (6) MONTHS AFTER THE END OF
THE AUDIT PERIOD, AND IF AUDIT ISSUES ARE TIMELY RAISED SHALL RETAIN THEM UNTIL
ALL SUCH ISSUES ARE RESOLVED BY AGREEMENT OF BREITBURN AND QUICKSILVER, OR AS
OTHERWISE PROVIDED BY LAW.
16.
CONTRIBUTION AGREEMENT. THIS AGREEMENT IS MADE
IN ACCORDANCE WITH AND IS SUBJECT TO THE TERMS AND CONDITIONS OF THE
CONTRIBUTION AGREEMENT. IF THERE IS A CONFLICT BETWEEN THE PROVISIONS OF THE
CONTRIBUTION AGREEMENT AND THIS