CHINESE EQUIVALENT SENT WITHIN TEN DAYS OF THE INITIAL ORAL DISCLOSURE TO LONE
STAR, EXCEPT WITH THE PRIOR WRITTEN CONSENT OF VALIN MPM OR ON AN AS NEEDED
BASIS TO ITS EMPLOYEES WHO HAVE AGREED TO PROTECT THE VALIN MPM CONFIDENTIAL
INFORMATION AS REQUIRED BY THIS AGREEMENT.
LONE STAR FURTHER AGREES TO USE THE
SAME CARE THAT LONE STAR USES TO PROTECT THE CONFIDENTIALITY OF ITS OWN
CONFIDENTIAL INFORMATION OF A SIMILAR NATURE (AND IN NO EVENT LESS THAN
REASONABLE CARE) FROM UNAUTHORIZED USE OR DISCLOSURE.
LONE STAR AGREES TO USE
VALIN MPM CONFIDENTIAL INFORMATION SOLELY AND EXCLUSIVELY IN THE MANUFACTURE,
USE, OR SALE OF OIL COUNTRY TUBULAR GOODS AND OTHER PRODUCTS AND SERVICES IN
ACCORDANCE WITH THE JV AGREEMENTS.
LONE STAR SHALL PROVIDE CONSIDERATION AS MAY
BE REQUIRED BY APPLICABLE LAW TO ITS EMPLOYEES IN EXCHANGE FOR THEIR AGREEMENT
TO PROTECT VALIN MPM CONFIDENTIAL INFORMATION.
6
7.
Non-Solicitation.
During the term of this Agreement and for a period of three (3) years
thereafter, each Party agrees not to solicit, engage, or hire any employee or
former employee of the other Party, without obtaining the other Party's prior
written consent except to the extent that with reasonable and prudent care, a
Party is not aware of such employee's previous working experience with the other
Party.
8.
Fees, Expenses and Payment.
8.1
ROYALTY.
EXCEPT AS PROVIDED IN SECTION 8.2
(FEES PAYABLE BY VALIN MPM TO LONE STAR ON A TIME AND MATERIALS BASIS FOR
SERVICES PROVIDED HEREUNDER AND FOR REASONABLE TRAVEL EXPENSES INCURRED BY LONE
STAR IN CONNECTION WITH THIS AGREEMENT), NO FEES SHALL BE PAYABLE FOR THE RIGHTS
AND LICENSES GRANTED HEREIN.
8.2
FEES AND PAYMENT.
PRIOR TO THE PERFORMANCE
OF SERVICES HEREUNDER, THE PARTIES SHALL MUTUALLY AGREE ON THE DAILY RATE FOR
ANY THIRD PARTY PERSONNEL EXPECTED TO PERFORM SUCH SERVICES.
SUCH FEES SHALL BE
INVOICED MONTHLY AS INCURRED AND PAID WITHIN THIRTY DAYS.
TRAVEL TIME IS
BILLABLE.
ALL OUT-OF-POCKET EXPENSES, INCLUDING REASONABLE, ACTUAL TRAVEL
EXPENSES AND A DAILY ALLOWANCE, INCURRED BY LONE STAR OR A THIRD PARTY ON LONE
STAR'S BEHALF IN CONNECTION WITH THE PERFORMANCE OF THIS AGREEMENT SHALL BE
REIMBURSED BY VALIN MPM AND PAID WITHIN THIRTY DAYS OF RECEIPT OF THE APPLICABLE
INVOICE.
ALL AMOUNTS SHALL BE INVOICED AND PAID IN U.S. DOLLARS.
VALIN MPM IS
RESPONSIBLE FOR ANY LEVIES, DUTIES, TAXES, OR WITHHOLDING AND ANY OTHER FEES TO
BE CHARGED BY THE CHINESE GOVERNMENT OR BANKS THAT ARE ASSOCIATED WITH OR
INCURRED IN CONNECTION WITH VALIN MPM'S COMPLIANCE WITH THIS SECTION 8.2.
8.3
TAXES.
VALIN MPM SHALL BE RESPONSIBLE FOR
ANY APPLICABLE SALES, SERVICE, VALUE-ADDED, LEASE, WITHHOLDING, STAMP, USE,
PERSONAL PROPERTY, EXCISE, CONSUMPTION, AND OTHER TAXES AND DUTIES ASSOCIATED
WITH THIS AGREEMENT AND/OR ALL PRODUCTS MANUFACTURED AND SOLD OR LEASED BY VALIN
MPM UNDER THE LICENSE GRANTED IN THIS AGREEMENT AND ALL SERVICES PROVIDED BY
VALIN MPM UNDER THE LICENSE GRANTED IN THIS AGREEMENT, UNLESS THE APPLICABLE
LAWS PROVIDES OTHERWISE COMPULSORILY.
TO THE EXTENT PERMITTED BY APPLICABLE
LAW, VALIN MPM SHALL BE RESPONSIBLE