In this task, you're given a passage that represents a legal contract or clause between multiple parties, followed by a question that needs to be answered. Based on the paragraph, you must write the index where the answer starts. If multiple answers seem to exist, write the index of the answer that is the most plausible. If multiple indices must be used to answer the question, the output should be a common separated list of indices.

Q: Exhibit 10.6

OPERATIONS AND MAINTENANCE AGREEMENT

Between

Piñon Gathering Company, LLC

And

SandRidge Midstream, Inc.













TABLE OF CONTENTS

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              PAGE ARTICLE I DEFINITIONS     1   ARTICLE II ENGAGEMENT OF OPERATOR     6   2.1 Engagement     6   2.2 Independent Contractor     6   2.3 Owner Cooperation     6   ARTICLE III TERM; RESIGNATION OR REMOVAL OF OPERATOR     7   3.1 Term     7   3.2 Owner Default     7   3.3 Operator Default     7   3.4 Cooperation with Owner or Successor Operator     8   3.5 Effect of Termination     8   3.6 No Breach     8   ARTICLE IV DUTIES AS OPERATOR     9   4.1 Duties as Operator     9   4.1.1 Operation and Maintenance of the Gathering System     9   4.1.2 Purchase of Material and Supplies     9   4.1.3 Personnel     9   4.1.4 Payment of Operating Expenses     9   4.1.5 Proposed Operating Expense Budget     10   4.1.6 Capital Projects     10   4.1.7 Emergencies     11   4.1.8 Reporting By Operator     11   4.1.9 Commercial Activities     12   4.1.10 Regulatory Affairs     12   4.1.11 Devotion of Time     12   4.2 Standard of Care     12   4.3 Limitation of Authority     13   4.3.1 Binding Owner     13   4.3.2 Asset Sales     13   4.3.3 Material Alteration of Owner's Business     13   4.3.4 Debt 13         ARTICLE V COST REIMBURSEMENT     13   5.1 Responsibility for Costs and Expenses     13   5.2 Procedure     13







TABLE OF CONTENTS

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              PAGE 5.2.1 Invoicing and Payment     13   5.2.2 Disputes     14   5.3 Setoff     14   ARTICLE VI ACCOUNTING; REPORTS; RECORDS     14   6.1 Accounting Methods     14   6.2 Financial Statements     14   6.3 Accounting and Taxation     15   6.3.1 Maintenance of Accounts     15   6.3.2 Preparation of Tax Returns     15   6.3.3 Owner to Supply Information     16   6.4 Banking     16   6.5 Independent Audits     16   6.6 Credit Inquiries     17   ARTICLE VII FORCE MAJEURE     18   7.1 Procedure     18   7.2 Strikes     18   ARTICLE VIII INSURANCE AND INDEMNIFICATION     18   8.1 Operator Insurance     18   8.2 Contractors     19   8.3 Notice of Claims     20   8.4 Mutual Release and Indemnification     20   8.4.1 Owner's Indemnification     20   8.4.2 Operator's Indemnification     20   ARTICLE IX GENERAL PROVISIONS     21   9.1 Notices     21   9.2 Rights     21   9.3 Applicable Laws     22   9.4 Rules of Construction     22   9.5 Governing Law     22   9.6 Dispute Resolution     22   9.6.1 Negotiation     22   9.6.2 Jurisdiction and Venue     22   9.6.3 Jury Waiver     23   9.6.4 Costs and Expenses     23   9.7 Limitation of Liability     23







TABLE OF CONTENTS

EXHIBITS:

     EXHIBIT A — DUTIES AND RESPONSIBILITIES OF OPERATOR

     EXHIBIT B — FORM OF MONTHLY OPERATING AND FINANCIAL REPORT

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              PAGE 9.8 Entirety of Agreement, Amendments     23   9.9 Waivers     24   9.10 Exhibits     24   9.11 Headings     24   9.12 Assignment     24   9.13 Rights and Remedies     24   9.14 Counterparts     24   9.15 No Third Party Beneficiary     24   9.16 Further Assurances     25







OPERATIONS AND MAINTENANCE AGREEMENT

     This OPERATIONS AND MAINTENANCE AGREEMENT dated June 30, 2009 (the Effective Date), is made and entered into by and between  Piñon Gathering Company, LLC, a Delaware limited liability company (Owner), with offices at 333 Clay Street, Suite 4150, Houston, Texas 77002,  and SandRidge Midstream, Inc., a Texas corporation (Operator), with offices at 123 Robert S. Kerr Avenue, Oklahoma City, Oklahoma 73102.

RECITALS

     A. Pursuant to that certain Membership Interest Purchase Agreement between Operator and TCW Pecos Midstream, L.L.C., a Texas limited  liability company (TCW Pecos Midstream) dated as of even date herewith (the Membership Interest Purchase Agreement), TCW Pecos  Midstream has purchased from Operator all issued and outstanding membership interests in Owner, which owns the Gathering System (as  hereinafter defined).

     B. Owner wishes to retain Operator to maintain and operate the Gathering System and advance the commercial interests of Owner through the  negotiation and execution of agreements relative to the commercial offerings provided by Owner, as well as administering the business and  regulatory affairs of Owner relating to the Gathering System, all in accordance with the terms and conditions set forth below.

     NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements contained herein, Operator and Owner  hereby agree as follows:

ARTICLE I  DEFINITIONS

     Except as otherwise defined in this Article I, capitalized terms used in this Agreement shall have the meanings assigned to them in the Gathering  Agreement.

     Adjustment Claims shall have the meaning set forth in Section 6.5.

     Affiliate means, with respect to any Person, any other Person that, directly or indirectly, controls, is controlled by, or is under common  control with, such specified Person through one or more intermediaries or otherwise. For the purposes of this definition, control means, where  used with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies  of such Person, whether through the ownership of Voting Securities or interests, by contract or otherwise, and the terms controlling and  controlled have correlative meanings.

     Agreement means this Operations and Maintenance Agreement (including all exhibits), as amended from time to time in accordance with the  terms hereof.

     Audit Costs shall have the meaning set forth in Section 6.5.









     Business Day means any calendar day, other than a Saturday or Sunday, on which commercial banks in Dallas, Texas are open for business.

     Calendar Year means the time period from January 1 through December 31 of the same calendar year.

     Capital Project means any capital expenditure to repair, maintain, construct, expand, or modify the Gathering System.

     Capital Project Proposal shall have the meaning set forth in Section 4.1.6.

     Claim means any lawsuit, claim, proceeding, investigation, review, audit or other cause of action of any kind.

     Company Conveyance means that certain Assignment of Membership Interests dated as of June 30, 2009, between Operator and TCW Pecos  Midstream, together with all amendments, modifications or waivers thereto.

     Confidentiality and Disclosure Agreement means that certain Confidentiality and Disclosure Agreement dated as of June 30, 2009, between  SandRidge Energy, Inc., TCW Asset Management Company, and Piñon Gathering Company, LLC, together with all amendments, modifications or  waivers thereto.

     Constituent of Concern means any substance defined as a hazardous substance, hazardous waste, hazardous material, toxic substance, solid  waste, pollutant or contaminant by an Environmental Law.

     Dedicated Gas shall have the meaning ascribed to such term in the Gathering Agreement.

     Effective Date shall have the meaning set forth in the preamble to this Agreement.

     Emergency means a sudden or unexpected event that causes, or risks causing, imminent material damage to the Gathering System, death or  injury to any Person, or material damage to property or the environment.

     Emergency Work shall have the meaning set forth in Section 4.1.7.

     Enterprise Gathering Agreement means that certain Gas Gathering Agreement dated as of June 26, 2009, between Enterprise Products  Operating, LLC and Operator, together with all amendments, modifications or waivers thereto.

     Environmental Law means all applicable Laws and Environmental Permits of any Governmental Authority relating to the environment, natural  resources, or the protection thereof, including, without limitation: (a) all requirements pertaining to liability for reporting, management, licensing,  permitting, investigation, and remediation of emissions, discharges, releases, or threatened releases of a Constituent of Concern; and (b) CERCLA,  the Hazardous Materials Transportation Act, 49 U.S.C. § 5101 et seq. the Federal Clean Water Act, the Federal

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Clean Air Act, the Federal Solid Waste Disposal Act (which includes the Resource Conservation and Recovery Act), the Federal Toxic Substances  Control Act, and the Federal Insecticide, Fungicide and Rodenticide Act, the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq., and the Safe  Drinking Water Act, 42 U.S.C. § 300f et seq. and any applicable Law relating to health, safety, the environment, natural resources or the protection  thereof, each as amended from time to time, including any regulations promulgated pursuant thereto, and any state or local counterparts.

     Environmental Permits all permits, licenses, registrations, authorizations, certificates and approvals, and any other similar items, of  Governmental Authorities required by Environmental Laws and necessary for or held in connection with the ownership and/or operation the  Gathering System or any of the transactions contemplated hereby.

     Force Majeure means any cause or causes not reasonably within the control of the Party claiming suspension and which, by the exercise of  reasonable diligence, such Party is unable to prevent or overcome, including, without limitation, acts of God, acts, omissions to act, and/or delays  in action of federal, state, or local government or any agency thereof, strikes, lockouts, work stoppages, or other industrial disturbances, acts of a  public enemy, sabotage, wars, blockades, insurrections, riots, acts of terror, epidemics, landslides, lightning, earthquakes, fires, storms, storm  warnings, floods, washouts, extreme cold or freezing weather, arrests and restraints of governments and people, civil or criminal disturbances,  interruptions by governmental or court orders, present and future valid orders of any regulatory body having jurisdiction, explosions, mechanical  failures, breakage, or accident to equipment installations, machinery, compressors, or lines of pipe, and associated repairs, freezing of wells or lines  of pipe, partial or entire failure of wells, pipes, facilities, or equipment, electric power unavailability or shortages, failure of pipelines or carriers to  transport, partial or entire failure or refusal of operators of upstream or downstream pipelines or facilities to receive gas, governmental regulations,  and inability to obtain or timely obtain, or obtain at a reasonable cost, after exercise of reasonable diligence, pipe, materials, equipment, rights-of- way, servitudes, governmental approvals, or labor, including those necessary for the facilities provided for in this Agreement.

     GAAP means generally accepted accounting principles, consistently applied.

     Gathering Agreement means that certain Gas Gathering Agreement dated as of even date herewith by and between SandRidge Exploration  and Production, LLC, as Shipper, and Owner, as Gatherer, as amended, restated or otherwise modified from time to time.

     Gathering System shall have the meaning ascribed to such term in the Gathering Agreement.

     Governmental Authority means any federal, state, municipal, local or similar governmental authority, regulatory or administrative agency,  court or arbitral body with jurisdiction over the Parties, this Agreement, any of the transactions contemplated hereby or the Gathering System.

     Guaranty Agreements means, collectively, that certain (a) Guaranty Agreement dated as of June 30, 2009, by SandRidge Energy, Inc. in favor  of TCW Pecos Midstream, (b) Guaranty

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Agreement dated as of June 30, 2009, by SandRidge Energy, Inc. in favor of Owner, (c) Guaranty Agreement dated as of June 30, 2009, by  SandRidge Exploration and Production, LLC in favor of Owner, and (d) Guaranty Agreement dated as of June 30, 2009, by Operator in favor of  Owner, in each case, together with all amendments, modifications or waivers thereto.

     Intercompany Conveyance means that certain Assignment, Bill of Sale and Conveyance dated as of June 30, 2009, between Operator and  Owner, together with all amendments, modifications or waivers thereto.

     Law means any statute, writ, law, common law, rule, regulation, ordinance, order, judgment, injunction, award, determination or decree of a  Governmental Authority, or any requirement under the common law.

     LLC Agreement means that certain Amended and Restated Limited Liability Company Agreement of Piñon Gathering Company, LLC,  together with all amendments, modifications or waivers thereto.

     Liability Claim means a Claim arising out of the administration, operation, or maintenance of the Gathering System, or arising out of or  incidental to the activities carried on or work performed or required by this Agreement.

     Loss means any loss, cost, expense, liability, damage, sanction, judgment, lien, fine, or penalty, including reasonable attorney's and  consultant's fees and expenses, incurred, suffered or paid by, or resulting to, the applicable indemnified Persons on account of (i) injuries  (including death) to any Person or damage to or destruction of any property, sustained or alleged to have been sustained in connection with or  arising out of the matters for which the indemnifying Party has indemnified the applicable indemnified Persons, (ii) any failure of any  representation or warranty made by Operator in this Agreement to be true and correct when made, or (iii) the breach of any covenant or agreement  made or to be performed by the indemnifying Party pursuant to this Agreement.

     Material Overpayment shall have the meaning set forth in Section 6.5.

     Membership Interest Purchase Agreement shall have the meaning set forth in the first recital of this Agreement.

     Operator shall have the meaning set forth in the preamble to this Agreement.

     Operator Change of Control means the occurrence of an event where upon (i) at least seventy-five percent (75%) of the equity interests in  Operator and (ii) at least seventy-five percent (75%) of the monthly volumes of Dedicated Gas projected to be produced during the period  extending from the date of calculation to the estimated date of the Trigger Event shall cease to be owned, directly or indirectly, by the same Person.

     Operator Indemnified Parties means, collectively, Operator, its successors and permitted assigns, and their respective Affiliates,  shareholders, members, partners, officers, directors, employees, and agents.

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     Operator Parties means, collectively, Operator, Operator's Affiliates, and their respective successors and assigns; Operator Party means  any such Person individually.

     Owner shall have the meaning set forth in the preamble to this Agreement.

     Owner Indemnified Parties means, collectively, Owner, its successors and permitted assigns, and their respective Affiliates, shareholders,  members, partners, officers, directors, employees, and agents.

     Owner Operating Expense Account means the bank account designed by Owner as its operating expense account.

     Owner Revenue Account means the bank account designed by Owner as its revenue account.

     Party means either Owner or Operator, as applicable, and Parties means both Owner and Operator.

     Person means an individual, a corporation, a partnership, a limited partnership, a limited liability company, an association, a joint venture, a  trust, an unincorporated organization, or any other entity or organization, including a government or political subdivision or an agency or  instrumentality thereof.

     Preventing Factors shall have the meaning set forth in Section 6.3.1.

     Proposed Operating Expense Budget means, with respect to each period, the Proposed Operating Expense Budget established pursuant to  the Gathering Agreement for such period.

     Shipper shall have the meaning set forth in the Gathering Agreement.

     Subject Gathering Agreements means, collectively, the Gathering Agreement, the Enterprise Gathering Agreement and any gathering  agreements entered into in accordance with Section 4.1.9.

     Tax or Taxes means any (i) federal, state, provincial, county, local or foreign taxes, charges, fees, levies or other assessments, including all  sales and use, goods and services, ad valorem, transfer, gains, profits, excise, franchise, real and personal property, gross receipt, value added,  capital stock, production, business and occupation, disability, employment, payroll, license, estimated, stamp, custom duties, severance,  unemployment, social security, Medicare, alternative minimum or withholding taxes or charges imposed by any Governmental Authority, and  including any interest and penalties (civil or criminal) on or additions to any such taxes, but expressly excluding any income tax or tax based on  income, such as, without limitation, the franchise tax set forth in V.T.C.A. Tax Code Section 171.0001 et. seq., as the same may be amended or  recodified from time to time, and (ii) liability for items in (i) of any other Person by contract, operation of Law (including Treasury  Regulation 1.1502-6) or otherwise.

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     Tax Returns means any return, report, election, declaration, statement, notice, information return, schedule, or other document (including any  related or supporting information) filed or required to be filed with any Governmental Authority in connection with the determination, assessment,  collection or administration of any Taxes or any income tax or tax based on income, such as, without limitation, the franchise tax set forth in  V.T.C.A. Tax Code Section 171.0001 et. seq., as the same may be amended or recodified from time to time, or the administration of any laws,  regulations or administrative requirements relating to any Taxes or any amendment thereof.

     Transaction Documents means, collectively, this Agreement, the Gathering Agreement, the Membership Interest Purchase Agreement, the  Intercompany Conveyance, the Company Conveyance, the Guaranty Agreements, the Confidentiality and Disclosure Agreement and the LLC  Agreement.

     Trigger Event shall have the meaning ascribed to such term in the Gathering Agreement.

     Voting Securities means, as it relates to a Person, securities of any class of such Person entitling the holders thereof to vote in the election  of, or to appoint, members of the board of directors or other similar governing body of the Person; provided that if such Person is a limited  partnership, Voting Securities of such Person shall be the general partner interest in such Person.

ARTICLE II  ENGAGEMENT OF OPERATOR

2.1 Engagement.

     Owner hereby appoints and retains Operator to manage, operate, and maintain the Gathering System and to administer the business and  regulatory affairs of Owner relating to the Gathering System in accordance with the terms and conditions set forth herein, and Operator hereby  accepts such appointment.

2.2 Independent Contractor.

     The Parties expressly understand and agree that Operator is acting and shall perform and execute the provisions of this Agreement as an  independent contractor unrelated to Owner or any Owner Affiliate, and the work performed by Operator hereunder shall be subject to Owner's  general right of inspection and approval. Nothing in this Agreement is intended to create a relationship, expressed or implied, of employer- employee or principal-agent between Owner and Operator or between Owner and any individual employed or provided to work hereunder by  Operator.

2.3 Owner Cooperation.

     Owner shall cooperate with Operator and provide Operator with such information as Operator may reasonably request from time to time in  connection with the performance of Operator's duties hereunder.

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ARTICLE III  TERM; RESIGNATION OR REMOVAL OF OPERATOR

3.1 Term.

     This Agreement shall commence on the Effective Date and, unless terminated earlier pursuant to Section 3.2 or 3.3 of this Agreement, shall  continue until the twentieth (20th) anniversary of the Effective Date; provided, however, (i) Operator shall have the right to terminate this  Agreement at any time upon no less than 120 days prior written notice to Owner, if Operator provides a substitute operator acceptable to Owner,  as determined in its reasonable discretion, who (A) has experience operating similar assets, (B) has the ability to provide at least the same quality  of service as Operator, (C) has the financial ability to perform the obligations hereunder, and (D) is ready, willing and able to execute an operation  and maintenance agreement substantially similar to this Agreement and acceptable to Owner, as determined in its reasonable discretion, and  (ii) Owner shall have the right to terminate this Agreement at any time upon no less than 120 days prior written notice to Operator.

3.2 Owner Default.

     Operator may terminate this Agreement at any time upon the occurrence of any of the following:

If any of the above occurs and Operator elects to terminate this Agreement, then Operator may give a written notice of termination to Owner,  which termination shall be effective on the date specified by Operator in such notice, provided that such termination date shall be within 60 days  of the date such notice is delivered to Owner. Operator's notice of breach to Owner under Section 3.2(b) or (c) shall state with particularity the  breach alleged by Operator. To the extent Owner disputes the basis for Operator's notice of breach, then the matter shall be addressed under  Section 9.6. Nothing in this Section 3.2 shall be construed to limit or preclude any remedy Operator may have at law or in equity with respect to any  material breach by Owner.

3.3 Operator Default.

     Owner may terminate this Agreement at any time upon the occurrence of any of the following:

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  (a)   the dissolution or bankruptcy of Owner;

  (b)   Owner fails to pay when due any amount due and payable hereunder, including, without limitation, any interest, fees, reimbursements or  indemnifications, and such failure shall continue for a period of 15 days after the due date thereof; or

  (c)   other than as set forth in clause (b) above, Owner breaches or fails to observe or perform any material term, condition, or obligation  contained in this Agreement and fails to correct, or fails to diligently pursue correction of, such breach within 60 days after receipt of  written notice from Operator of any such breach.

  (a)   the dissolution or bankruptcy of Operator;







If any of the above occurs and Owner elects to terminate this Agreement, then Owner may give a written notice of termination to Operator, which  termination shall be effective on the date specified by Owner in the notice, provided that such termination date shall be within 60 days of the date  the notice is delivered to Operator. Owner's notice of breach to Operator under Section 3.3(c) or (d) shall state with particularity the breach alleged  by Owner. To the extent Operator disputes the basis for Owner's notice of breach, then the matter shall be addressed under Section 9.6. Nothing in  this Section 3.3 shall be construed to limit or preclude any remedy Owner may have at law or in equity with respect to any material breach by  Operator.

3.4 Cooperation with Owner or Successor Operator.

     Upon the termination of this Agreement, Operator shall cooperate in the transition of operations to Owner or a successor operator and upon  Owner's request, will promptly deliver all books and records and other property (including, without limitation, intellectual property) of Owner to  Owner or the successor operator, as applicable.

3.5 Effect of Termination.

     Any termination of this Agreement pursuant to this Article III will release Operator from, and Owner agrees to indemnify Operator against any  liability accruing or accrued hereunder after the effective date of termination, except with respect to the obligations and liabilities of Operator that  survive termination. Termination of this Agreement shall not relieve the Parties from any liability or obligation accruing or accrued prior to the date  of such termination or deprive a Party not in breach (other than a breach which occurs because such Party is rightfully withholding performance in  response to a breach by the other Party) of its right to any remedy otherwise available to such Party.

3.6 No Breach.

     No violation of any of the terms or conditions of this Agreement shall be deemed a breach of this Agreement by Owner if and to the extent such  violation or failure results, directly or indirectly, from a breach of the Gathering Agreement by Shipper.

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  (b)   an Operator Change of Control;

  (c)   Operator fails to pay when due any amount due and payable hereunder, including, without limitation, any interest, fees, reimbursements  or indemnifications, and such failure shall continue for a period of 15 days after the due date thereof; or

  (d)   other than as set forth in clause (c) above, Operator breaches or fails to observe or perform any material term, condition, or obligation  contained in this Agreement and fails to correct, or fails to diligently pursue correction of, such breach within 60 days after receipt of  written notice from Owner of any such breach.







ARTICLE IV  DUTIES AS OPERATOR

4.1 Duties as Operator.

     Operator shall be responsible for (1) administering the regulatory, business, and financial affairs of Owner; (2) maintaining the financial and  product accounting records of Owner; (3) preparing and distributing financial statements; (4) complying with any and all instructions it receives  from Owner with respect to the operation and maintenance of the Gathering System, provided that such instructions are consistent with applicable  Laws; (5) performing the requirements and obligations of Owner set forth in the Subject Gathering Agreements; and (6) taking any actions  necessary to avoid any exercise of remedies by any shipper under any Subject Gathering Agreement.

     4.1.1 Operation and Maintenance of the Gathering System.

     4.1.1.1 Operation of the Gathering System. Operator shall manage and operate the Gathering System, supervise the operation and  maintenance of the Gathering System and the construction and future modifications to the Gathering System, negotiate agreements in  Owner's name with third parties related to the operation of Owner's business (provided that (i) Owner shall have the right to approve or  disapprove any such agreements, and (ii) if approved, except as provided in Section 4.1.2, Owner, and not Operator, shall execute all such  agreements), comply with any instructions it receives from Owner with respect to the operation and maintenance of the Gathering System,  provided that such instructions are consistent with applicable Laws, and perform all other services and functions related thereto, including,  but not limited to, those services and functions listed on Exhibit A, subject to the limits, requirements, and restrictions otherwise set forth in  this Agreement.

     4.1.1.2 Maintenance Authority. Subject to the terms, conditions and limitations set forth in this Agreement, Owner hereby authorizes and  empowers Operator, and Operator agrees, in the name of and on behalf of Owner, to do and perform any and all acts reasonably necessary  for the prudent operation and maintenance of the Gathering System.

     4.1.1.3 Operator Recommendations. In the event that Operator makes a good-faith recommendation in writing regarding an operational  issue to Owner, and Owner does not, for any reason whatsoever, approve such recommendation, then Operator shall not be liable and Owner  hereby releases and shall indemnify, defend and hold Operator harmless from and against any Claim or Loss that arises from, or is  attributable to, the failure to implement such recommendation.

     4.1.1.4 Compliance With Owner Instructions. Notwithstanding anything to the contrary in this Agreement, in the event that Owner  instructs Operator to take any action or refrain from taking any action in connection with the operation or maintenance of the Gathering  System and Operator in good faith

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disagrees with Owner because, among other reasons, it is not consistent with prudent operating standards, then Operator shall notify Owner  of such disagreement in writing, and Owner hereby releases and shall indemnify, defend and hold Operator harmless from and against any  Claim or Loss that arises from, or is attributable to, Operator's compliance with Owner's instructions.

     4.1.1.5 Environmental Laws. Operator shall comply in all respects with all Environmental Laws and all Environmental Permits.

     4.1.2 Purchase of Services, Materials and Supplies. Except as otherwise provided below and subject to the limitations herein, Operator  shall, on Owner's behalf and as its agent, purchase or cause to be purchased necessary services, materials and supplies and incur such  expenses and enter into such commitments as may be necessary to operate and maintain the Gathering System, including, but not limited to,  (i) contracts for the maintenance, repair and replacement of the Gathering System and, if requested by Owner, constructions of additions to the  Gathering System; and (ii) contracts for power, fuel, other utilities, and communication facilities as may be necessary in connection with proper  operation and maintenance of the Gathering System and for providing adjustments and replacements thereto.

     4.1.3 Personnel. Except as otherwise provided below and subject to the limitations herein, Operator, in its reasonable judgment, shall employ  such personnel, with Operator or an Affiliate as their employer, as it may deem necessary to operate and maintain the Gathering System and to  provide adjustments and replacements thereto and to perform its other obligations hereunder. In addition to Operator's or Operator's Affiliates'  employees who are either full-time or part-time dedicated to operating and maintaining the Gathering System, Operator may: (i) utilize from time  to time its other employees or the employees of Operator's Affiliates in services in connection therewith at a usual and customary rate of  compensation; and/or (ii) engage the services of third-party contractors in the performance of such functions.

     4.1.4 Payment of Operating Expenses. Operator shall promptly pay all costs and expenses incurred in operating and maintaining the  Gathering System as they become due, and Owner shall reimburse Operator for such costs and expenses in accordance with, and to the extent  provided in, Section 5.1.

     4.1.5 Proposed Operating Expense Budget. Operator shall (i) administer and otherwise comply with the budget process set forth in  Section 6.6 of the Gathering Agreement and (ii) operate and maintain the Gathering System in compliance with the Proposed Operating Expense  Budget established for the Gathering System; provided, however, if Owner instructs Operator to perform any services outside of the scope of  the services contemplated in the Proposed Operating Expense Budget, then Owner shall reimburse Operator for the costs and expenses  associated therewith.

     4.1.6 Capital Projects. Operator may propose an unbudgeted Capital Project at any time by giving notice to Owner. The notice (the Capital  Project Proposal) must specifically describe the proposed Capital Project and shall include the following:

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     (1) a good-faith estimate of the total cost of engineering, construction, operation, and maintenance of the proposed Capital Project, and  preliminary engineering designs and plans, and

     (2) general requirements or provisions for the Capital Project, including construction of the Capital Project and insurance coverage.

Owner shall approve or reject the proposed Capital Project set forth in the applicable Capital Project Proposal within 30 days from the date of  receipt of the same, such approval not to be unreasonably withheld, conditioned or delayed. If Owner approves the applicable Capital Project,  then Operator shall have the right and authority with respect to the approved Capital Project to make expenditures, or enter into contracts to  incur expenditures, without further authorization by Owner, up to the cost approved by Owner with respect to the applicable Capital Project.

     4.1.7 Emergencies. Notwithstanding any provision of this Agreement, in the event of an Emergency, Operator shall proceed with  maintenance or repair work or with any other action when necessary to minimize damage and to end the Emergency (Emergency Work),  without regard to the limits set forth in this Article IV. Operator shall, as soon as reasonably practicable, notify Owner of the existence or  occurrence of the Emergency, setting forth the nature of the emergency, the corrective action taken or proposed to be taken, and the actual or  estimated cost of such corrective action. Emergency Work shall include only such work as is necessary to immediately address the Emergency  and does not include any work necessary to restore the Gathering System or improve the Gathering System in order to permit continued  operations.

     4.1.8 Reporting By Operator. Operator shall (by either (i) submitting written reports or (ii) providing Owner with access to Operator's  internet website containing the relevant information, at Operator's discretion) provide to Owner the following reports, based on the best data  available at the time of preparation and subject to revision based on acquisition of more accurate data:

     (1) a daily report of the prior day's 24 hour volume of natural gas throughput on the Gathering System;

     (2) as soon as available, and in any event within 30 days after the end of each calendar month, a report of environmental, health, or safety  incidents that are material or potentially material, including year-to-date data, for such month;

     (3) as soon as available, and in any event within 30 days after the end of each calendar month, a report concerning any government  agency inspections, inquiries, citations, or other actions for such month;

     (4) as soon as available, and in any event within 30 days after the end of each calendar month, an operational report on major repairs and  other operational details materially affecting the operations of the Gathering System during such month;

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     (5) promptly after the sending thereof, all notices and information sent to Shipper (as defined in the Gathering Agreement) under the  Gathering Agreement or to any other shipper under any gathering agreement;

     (6) as soon as available, and in any event within 30 days after the end of each calendar month, a monthly operating and financial report  which shall be substantially in the form of Exhibit B and shall include such information as reasonably requested by Owner;

     (7) as soon as available, and in any event within 30 days after the end of each Calendar Year, a certificate from the president or chief  executive officer of Operator stating that no event or condition exists or has occurred that violates, results in a breach of, or constitutes a  default on the part of any Operator Party under, any of the terms, conditions or provisions of any Transaction Document; and

     (8) such other information regarding the Gathering System or the operation and maintenance of the Gathering System as Owner may from  time to time reasonably request.

     4.1.9 Commercial Activities. Operator shall negotiate on behalf of Owner all agreements for gathering services provided by Owner;  provided that (i) Owner shall have the right to approve or disapprove any such agreements, and (ii) if approved, Owner, and not Operator, shall  execute all such agreements. When Operator receives payments or remittances from customers of Owner, Operator shall deposit and promptly  forward all such payments or remittances to Owner. Operator shall make no allowances or adjustments in accounts, unless given specific  advance authorization by Owner.

     4.1.10 Regulatory Affairs. Operator shall be responsible for preparing and submitting all regulatory filings pertaining to the Gathering  System required by any Governmental Authority.

     4.1.11 Devotion of Time. The employees of Operator designated to perform the functions under this Agreement shall devote such time to  Owner's business as necessary to accomplish the responsibilities of Operator as set forth in this Article IV. Owner recognizes that the  employees of Operator shall not be obligated to devote full time to Owner's business and that such employees of Operator may act on behalf of  Operator or its Affiliates in activities not associated with this Agreement.

4.2 Standard of Care.

     Operator shall perform its duties and obligations hereunder and its responsibilities as Operator of the Gathering System, (i) in a good and  workmanlike manner, (ii) in conformity with the good practices in the natural gas gathering industry, (iii) in accordance with all valid and applicable  Laws, including, without limitation, all Environmental Laws and Environmental Permits, (iv) in accordance with the Subject Gathering Agreements,  and (v) in accordance with the Proposed Operating Expense Budget.

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4.3 Limitation of Authority.

     Notwithstanding anything in this Agreement, Operator shall seek prior approval of Owner prior to taking the following actions:

     4.3.1 Binding Owner. Endorsing the name of Owner on any contract, commercial paper, or instruments of any nature or otherwise creating  any obligation binding upon Owner except as expressly permitted under this Agreement.

     4.3.2 Asset Sales. Acquiring or disposing of any assets of Owner in a single transaction or in a series of related transactions, with a fair  market value exceeding $100,000, provided, however that Operator is expressly permitted to terminate leases or other contracts in respect of  rental equipment regardless of value.

     4.3.3 Material Alteration of Owner's Business. Altering Owner's business in a material manner.

     4.3.4 Debt. Incurring any indebtedness on behalf of Owner, except for trade credit incurred by Operator in the ordinary course of business or  within its expenditure authority set forth in this Agreement.

ARTICLE V  COST REIMBURSEMENT

5.1 Responsibility for Costs and Expenses.

     Owner shall reimburse Operator for all costs and expenses incurred by Operator relating to the operation and maintenance of the Gathering  System incurred in accordance with the terms hereof.

5.2 Procedure.

     5.2.1 Invoicing and Payment. Operator shall invoice Owner, monthly, for all costs and expenses incurred hereunder during the immediately  preceding month and, without duplication, in any prior month. Owner shall pay all such amounts prior to the later of (a) 50 days after the end of  the month in which the expenses were incurred or (b) 10 days after the date of receipt of each invoice. Invoices received after 1:00 pm local time  will be deemed received on the next Business Day. If the day on which any payment is due is not a Business Day, then the relevant payment  shall be due upon the immediately succeeding Business Day. Any amounts which remain due and owing after the due date shall bear interest at  the lower of the prime rate as published in the Money Rates section of The Wall Street Journal plus two percent (2%) per annum and the  maximum lawful rate of interest, compounded daily from the date such payment is due until such payment is made. Notwithstanding anything  herein to the contrary, any indemnification payments required to be made by a Party hereunder shall be made to the indemnified Party upon  receipt by the indemnifying Party of written demand therefor from the indemnified Party.

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     5.2.2 Disputes. If a good faith dispute arises as to the amount payable under any invoice issued by Operator, Owner shall pay the amount  not in dispute on or before the due date, and if Owner elects to withhold any portion of a payment which otherwise would be due if not for such  dispute, Owner shall provide Operator a written notice of such dispute on or before the date such payment is due setting forth, in reasonable  detail, its reasons for withholding the disputed amount. If it is subsequently determined, whether by mutual agreement of the Parties or  otherwise, that Owner is required to pay all or any portion of the disputed and withheld amounts, then in addition to paying such amounts,  Owner shall pay interest accrued on such amounts (including amounts withheld) at the default interest rate described in Section 5.2.1 from the  original due date until paid in full.

5.3 Setoff.

     5.3.1 All payments required to be made hereunder by Operator shall be (i) absolute and unconditional, (ii) calculated without reference to  any netting, set-off, counterclaim or other right which Operator may have against Owner, including, without limitation, any right to set-off  against any amounts owed by Owner under this Agreement or any other Transaction Document, and (iii) made free and clear of and without  any deduction for or on account of any such netting, set-off or counterclaim.

     5.3.2 Owner is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to net, set-off and apply any  payments owing to Owner against any and all of the obligations of any Operator Party under this Agreement or any other Transaction  Document. Owner agrees to promptly notify Operator after any such netting, set-off or application is made; provided that the failure to give  such notice shall not affect the validity of such netting, set-off or application.

ARTICLE VI  ACCOUNTING; REPORTS; RECORDS

6.1 Accounting Methods.

     Operator shall keep proper and complete records and books of account, which shall fully and accurately reflect all transactions and other  matters relative to Owner's business as are usually entered into records and books of account, and the same shall be supported by purchase  orders, invoices, payrolls or other customary or necessary records pertaining thereto. Owner's financial books and records shall be kept in  accordance with GAAP and shall be maintained on an accrual basis, and Owner shall provide Operator with the applicable income tax provisions.  The costs of any audit of Owner's books or records shall be borne by Owner.

6.2 Financial Statements.

     Operator shall deliver to Owner the financial statements of Owner prepared, in each case, in accordance with GAAP (and subject, where  applicable, to normal year-end adjustments) as follows:

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  (a)   promptly upon availability, and in any event within 30 days after the end of each







6.3 Accounting and Taxation.

     6.3.1 Maintenance of Accounts. Operator shall perform Owner's Tax and financial accounting with respect to the Gathering System, except to  the extent that Operator is prohibited or prevented from doing so by Law, or by the administrative practice of any taxing office, or by the fact  that to do so requires information that is in the possession of Owner, but not of Operator and that Owner cannot legally furnish to Operator (all  of which are herein called Preventing Factors).

     6.3.2 Preparation of Tax Returns.

     6.3.2.1 Income Tax Returns. Unless otherwise instructed by Owner, Operator shall, on behalf of Owner, (i) provide all the necessary  financial and other data for a tax preparer (appointed by Owner) to prepare all Tax Returns for taxes measured or based on income required to  be filed by Owner in connection with its ownership and operation of the Gathering System no later than 75 days prior to the filing date for the  relevant Tax Return (taking into account all valid extensions approved by Owner prior to filing), (ii) cooperate with Owner and its  accountants in their preparation of such Tax Returns and review all modifications to such Tax Returns indicated by Owner, and (iii) help  facilitate completion of such Tax Returns by no later than 45 days prior to the filing date for the relevant Tax Return.

     6.3.2.2 Other Tax Returns. Unless otherwise instructed by Owner, Operator shall, on behalf of Owner, (i) prepare and file all Tax Returns  and all

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      month, (i) an unaudited balance sheet as of the end of such month; and (ii) an unaudited statement of income or loss for the interim period  through such month end;

  (b)   promptly upon availability, and in any event within 45 days after the end of each of the first three quarterly periods of each fiscal year,  Owner's balance sheet as of the end of such quarterly period and statements of Owner's earnings and cash flows for the period from the  beginning of the then current fiscal year to the end of such quarterly period; and

  (c)   promptly upon availability and in any event within 90 days after the end of each fiscal year, complete financial statements of Owner,  together with all notes thereto, prepared in reasonable detail in accordance with GAAP, together with an unqualified opinion, based on an  audit using generally accepted auditing standards, by an independent certified public accounting firm selected by Owner, stating that  such financial statements have been so prepared. These financial statements shall contain a balance sheet as of the end of such fiscal  year and statements of earnings, of cash flows, and of changes in Owner's equity for such fiscal year, each setting forth in comparative  form the corresponding figures for the preceding fiscal year. Owner shall engage an auditor for this purpose no later than 45 days after the  end of each fiscal year.







other regulatory or state filings required to be filed by Owner in connection with its ownership and operation of the Gathering System other  than those Tax Returns described in Section 6.3.2.1 no later than the filing date for the relevant Tax Return or other filing (taking into account  all valid extensions approved by Owner prior to filing).

     6.3.3 Owner to Supply Information. Upon the request of Operator, Owner shall (except to the extent it is prohibited by Law from doing so)  promptly (i) furnish Operator with any information needed by Operator in order to carry out its obligations under Section 6.3, (ii) cooperate with  Operator in minimizing Taxes and (iii) execute such agency, power-of-attorney or other similar documents reasonably required by Operator in  order to carry out its duties under this Section 6.3. If, at any time, Operator determines that because of one or more Preventing Factors it cannot  perform its obligations under Section 6.3, then Operator shall notify Owner in writing, specifying the Preventing Factors concerned and the  Taxes and the Governmental Authorities to which such Preventing Factors apply. Any incremental Tax or penalty resulting from Owner's failure  to comply with this Section 6.3.3 shall be the responsibility of Owner.

6.4 Banking.

     6.4.1 Except as provided in Section 6.4.2, all revenues and other funds of Owner shall be deposited in its name in the Owner Revenue  Account. Withdrawals from the Owner Revenue Account will be made only by Owner or Persons designated by Owner from time to time.  Operator shall have view only access to the Owner Revenue Account. Owner will provide the Operator with copies of reconciled bank  statements on a monthly basis, for accounting and audit purposes.

     6.4.2 All Operations Fees (as defined in the Gathering Agreement) shall be deposited in the name of Owner in the Owner Operating Expense  Account. Withdrawals from the Owner Operating Expense Account will be made only by Owner, Operator or other Persons designated by  Owner from time to time.

     6.4.3 Notwithstanding the foregoing, all funds of Owner will be used solely for the business of Owner. All interest and other benefits  pertaining to the Owner Revenue Account and the Owner Operating Expense Account belong to Owner. At no time may Operator commingle  the funds in the Owner Revenue Account, the Owner Operating Expense Account or any other bank account of Owner with Operator's funds  or the funds of any other Person, nor may such funds be subject to liens or Claims of any kind in favor of Operator or its creditors.

6.5 Independent Audits.

     Upon reasonable prior written notice to Operator, Owner shall have the right during normal business hours to audit or examine all books and  records of Operator to the extent they relate to Operator's performance hereunder as well as the relevant books of account of Operator's  contractors, relating to the performance of Operator's obligations under this Agreement. Operator shall cooperate with Owner's auditors by  (i) making the applicable books

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and records available for inspection by Owner's auditors, and (ii) making such copies of books and records as may be reasonably requested by  such auditors. In no event shall Owner's audits unreasonably interfere with Operator's operations. Owner will be responsible for all costs of any  such audit; provided that if, in any audit, Owner discovers overpayments by Owner of at least $250,000 in the aggregate (Material  Overpayment), Operator will reimburse Owner for such Material Overpayment and all reasonable costs incurred by Owner in connection with  such audit (Audit Costs). Owner shall have up until two years after the close of a Calendar Year in which to make an audit of Operator's records  for such Calendar Year. Except for any bill or statement with respect to which an Adjustment Claim is made within the two-year audit period, the  bills and statements rendered for the Calendar Year prior to such two-year audit period shall be conclusively established as correct. An  Adjustment Claim shall mean a written claim by Owner to Operator requesting a refund or other financial adjustment in respect of any  overpayment by Owner (including in the case of a Material Overpayment, all Audit Costs) and setting forth in reasonable detail the basis for such  claim. Operator shall, within 10 days of receipt of an Adjustment Claim, provide Owner with the requested refund or other financial adjustment;  provided that if Operator shall dispute in good faith some or all of the amounts set forth in such Adjustment Claim, Operator may elect to withhold  any disputed amounts, pending resolution of the dispute. If the Parties shall fail to resolve their dispute with respect to the remaining Adjustment  Claim amount within 15 Business Days, Owner may, at its sole option, refer such dispute for resolution in accordance with the terms of Section 9.6.  Unless otherwise resolved by the Parties, any bill or statement that is the subject of an Adjustment Claim shall be conclusively established as  correct if dispute resolution procedures have not been initiated under Section 9.6 of this Agreement within 180 days of the submission of an  Adjustment Claim. Any and all information pertaining to Operator and its business that is disclosed to Owner or discovered by Owner in  connection with any audit hereunder shall be subject to the Confidentiality and Disclosure Agreement without regard to whether it has been  designated as such and Owner shall be subject to the same restrictions and standard of care set forth therein with respect to Operator's  confidential information.

6.6 Credit Inquiries.

     If a customer, vendor, or other Person requests financial information concerning Owner, Operator may provide such customer, vendor, or  Person a certificate or affidavit, on behalf of Owner, to the effect that Owner owns the Gathering System, free and clear of any mortgage or other  liens or encumbrances except for (1) encumbrances consisting of zoning or planning restrictions, servitudes, permits, and other restrictions or  limitations on the use of immovable property that do not materially detract from the value of, or impair the use of, the Gathering System by Owner  in the operation of its business, (2) liens arising by operation of law in the ordinary course of business and in an aggregate amount that is not  material in relation to the value of the Gathering System, (3) liens for current taxes, assessments, or governmental charges or levies, and (4) such  other liens or encumbrances, if any, of which Operator has actual knowledge at the time.

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ARTICLE VII  FORCE MAJEURE

7.1 Procedure.

     If either Party is rendered unable, wholly or in part, by Force Majeure to carry out its obligations under this Agreement, other than the  obligation to indemnify and to make payments then or thereafter due hereunder, upon such Party giving notice and full particulars of such Force  Majeure in writing to the other Party as soon as reasonably possible after the occurrence of the cause relied on, then the obligations of the Party  giving such notice, so far as they are affected by such Force Majeure, will be suspended during the continuance of any inability so caused but for  no longer period, and such cause must as far as possible be remedied with all reasonable and diligent dispatch by the Party claiming such in order  to put itself in a position to carry out its obligations under this Agreement. Such notifying Party must also provide notice of the date of termination  of such Force Majeure event. A Force Majeure event affecting the performance by either Party shall not relieve it of liability in the event of its  negligence, where such negligence was a cause of the Force Majeure event, or in the event of its failure to use commercially reasonable efforts to  remedy the situation and remove the cause with all reasonable dispatch.

7.2 Strikes.

     It is understood and agreed that the settlement of strikes or lockouts is entirely within the discretion of the Party directly involved in the strike  or lockout, and that the above requirement that any Force Majeure must be remedied with all reasonable dispatch will not require the settlement of  strikes or lockouts by acceding to the demands of the opposing party when such course is inadvisable in the discretion of the Party having the  difficulty.

ARTICLE VIII  INSURANCE AND INDEMNIFICATION

8.1 Operator Insurance.

     8.1.1 Operator, with respect to Operator's activities provided for under this Agreement, shall maintain the following insurance coverage with  responsible insurance carriers and/or through a program of self-insurance:

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  (a)   Workers' Compensation. Operator shall maintain statutory worker's compensation insurance, covering all of its and its Affiliates'  employees and statutory employees, in accordance with the benefits afforded by the statutory Worker's Compensation Acts applicable  to the state, territory, or district of hire, supervision, or place of accident. In addition, Operator shall maintain employer's liability  insurance with a limit of not less than one million dollars ($1,000,000) each accident, one million dollars ($1,000,000) disease each  employee, and one million dollars ($1,000,000) disease policy limit. Where not prohibited by law, Operator shall waive its right of  subrogation against Owner.

  (b)   Commercial General Liability Insurance. Operator shall maintain Commercial General Liability Insurance covering its operations under this  Agreement

  including, without limitation, bodily injury, death, property damage, independent contractors, products/completed operations,  contractual, and personal injury liability, with a limit of not less than one million dollars ($1,000,000) per occurrence and two million dollars  ($2,000,000) in the annual aggregate.






     8.1.2 To the extent of the liabilities assumed by Operator in this Agreement, Operator shall name Owner Indemnified Parties as additional  insured on all insurance policies, except Workers' Compensation. The Owner Indemnified Parties' additional insured status will not limit the  application of insurance protection as required by this Agreement which arises out of the Operator's indemnity obligations. These policies shall  provide primary coverage for claims in which Operator has agreed to hold harmless and/or to indemnify the Owner Indemnified Parties. No  other insurance clause may be invoked by any insurer. This coverage shall apply whether or not the indemnification is valid. Operator shall  have its insurer(s) waive its right of subrogation against Owner Indemnified Parties on all insurance carried. Unless expressly stated to the  contrary elsewhere in this Agreement or prohibited by applicable law or legal statute, Operator's indemnification obligations under this  Agreement shall not be limited by amount or in scope to coverage provided by insurance which is required under this Agreement.

     8.1.3 Upon request, Operator agrees to furnish to Owner certificates of insurance or other evidence satisfactory to Owner to demonstrate  that the required insurance has been procured and is in force. The certificate shall accurately reflect the required insurance coverages and shall  provide that in the event of modification, expiration, cancellation or material change in a policy affecting the certificate holder, thirty days prior  written notice shall be given to the certificate holder. Operator waives all rights against Owner for recovery of damages to the extent such  damages are covered by the insurance maintained in accordance with this Section 8.1.

8.2 Contractors.

     Operator shall attempt to obtain reasonable indemnification and insurance protection from contractors performing services for Owner to protect  Owner and Operator. Operator shall require each of its contractors to carry insurance coverage substantially equivalent to the insurance required  of Operator above, and to include provisions for its contractors to name Owner and Operator as additional insureds, with the exception of  Workers' Compensation Insurance, and state that such policies will be primary to and non-contributory with any other insurance maintained by  Operator and Owner. With respect to Workers' Compensation

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  (c)   Commercial Automobile Insurance. Operator shall maintain Commercial Automobile Insurance coverage, including, without limitation,  bodily injury and property damage for owned, hired, rented, and non-owned automotive equipment with a limit of not less than one million  dollars ($1,000,000) per accident.

  (d)   Umbrella Liability Insurance. Operator shall maintain Umbrella Liability Insurance coverage covering in excess of (a), (b), and (c) above,  excluding Worker's Compensation, in the amount of ten million dollars ($10,000,000).







Insurance, the applicable contractor shall be required to cause its insurers to wave all rights of recovery or subrogation against Owner and  Operator, where not prohibited by law.

8.3 Notice of Claims.

     In the event that Operator receives notice, either in writing or orally, of an asserted or threatened Liability Claim against Operator or Owner,  Operator shall provide Owner within 10 days of receipt of such Liability Claim a copy of any demand letter, petition, or similar documentation of the  Liability Claim.

8.4 Mutual Release and Indemnification.

     8.4.1 Owner's Indemnification. SUBJECT TO THE TERMS OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, SECTION 9.7 OF THIS  AGREEMENT, OWNER SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS THE OPERATOR INDEMNIFIED PARTIES FROM AND AGAINST ALL CLAIMS AND  LOSSES ARISING OUT OF OR RELATING TO (I) ALLEGATIONS OF DEATH OR BODILY INJURY OR DAMAGE TO PROPERTY, TO THE EXTENT ARISING OUT OF OR RESULTING FROM THE NEGLIGENCE, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF OWNER, ITS AFFILIATES OR ITS OR THEIR RESPECTIVE OFFICERS,  DIRECTORS, EMPLOYEES, OR CONTRACTORS IN CONNECTION WITH THIS AGREEMENT OR THE PERFORMANCE HEREOF; PROVIDED THAT OWNER SHALL  NOT BE REQUIRED TO INDEMNIFY THE OPERATOR INDEMNIFIED PARTIES AGAINST SUCH CLAIMS AND LOSSES TO THE EXTENT SUCH CLAIMS AND  LOSSES ARE ATTRIBUTABLE TO THE ACTS OR OMISSIONS OF ANY OPERATOR INDEMNIFIED PARTIES, (II) ANY BREACH OF THIS AGREEMENT BY OWNER,  AND (III) ANY AGREEMENTS RELATING TO THE GATHERING SYSTEM BETWEEN OWNER AND THIRD PARTIES NOT AFFILIATED WITH THE OPERATOR  PARTIES. THE DUTY TO INDEMNIFY, DEFEND AND HOLD HARMLESS UNDER THIS SECTION 8.4.1 SHALL CONTINUE IN FULL FORCE AND EFFECT,  NOTWITHSTANDING THE EXPIRATION OR EARLY TERMINATION OF THIS AGREEMENT, WITH RESPECT TO ANY CLAIMS OR LOSSES BASED ON FACTS OR  CONDITIONS THAT OCCURRED PRIOR TO SUCH EXPIRATION OR TERMINATION.

     8.4.2 Operator's Indemnification. SUBJECT TO THE TERMS OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, SECTION 9.7 OF THIS  AGREEMENT, OPERATOR SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS THE OWNER INDEMNIFIED PARTIES FROM AND AGAINST ALL CLAIMS AND  LOSSES ARISING OUT OF OR RELATING TO (I) ALLEGATIONS OF DEATH OR BODILY INJURY OR DAMAGE TO PROPERTY, TO THE EXTENT ARISING OUT OF OR RESULTING FROM THE NEGLIGENCE, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF OPERATOR, ITS AFFILIATES OR ITS OR THEIR RESPECTIVE  OFFICERS, DIRECTORS, EMPLOYEES, OR CONTRACTORS IN CONNECTION WITH THIS AGREEMENT OR THE PERFORMANCE HEREOF; PROVIDED THAT  OPERATOR SHALL NOT BE REQUIRED TO INDEMNIFY THE OWNER INDEMNIFIED PARTIES AGAINST SUCH CLAIMS OR LOSSES TO THE EXTENT SUCH  CLAIMS OR LOSSES ARE ATTRIBUTABLE TO THE ACTS OR OMISSIONS OF ANY OWNER INDEMNIFIED PARTY, AND (II) ANY BREACH OF THIS AGREEMENT  BY OPERATOR. THE DUTY TO INDEMNIFY, DEFEND AND HOLD HARMLESS UNDER THIS SECTION 8.4.2 SHALL CONTINUE IN FULL FORCE AND EFFECT,  NOTWITHSTANDING THE EXPIRATION OR EARLY TERMINATION OF THIS AGREEMENT, WITH RESPECT TO ANY CLAIMS OR LOSSES BASED ON FACTS OR  CONDITIONS THAT OCCURRED PRIOR TO SUCH EXPIRATION OR TERMINATION.

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ARTICLE IX  GENERAL PROVISIONS

9.1 Notices.

     Except as specifically provided otherwise herein, any notice, claim, or other communication provided for in this Agreement or any notice that  either Party may desire to give to the other shall be in writing and shall be: (i) sent by facsimile transmission; (ii) delivered by hand; (iii) sent by  United States mail with all postage fully prepaid; or (iv) delivered by courier with charges paid in accordance with the customary arrangements  established by such courier, in each of the foregoing cases addressed to the Party at the following addresses:

or at such other address as either Party may at any time designate by giving written notice to the other Party. Such notices, invoices, allocation  statements, claims, or other communications shall be deemed received as follows: (i) if delivered personally, upon delivery; (ii) if sent by United  States mail, whether by express mail, registered mail, certified mail or regular mail, the notice shall be deemed to have been received on the day  receipt is refused or is confirmed orally or in writing by the receiving Party; (iii) if sent by a courier service, upon delivery; or (iv) if sent by  facsimile, the Business Day following the day on which it was transmitted and confirmed by transmission report or such earlier time as confirmed  orally or in writing by the receiving Party.

9.2 Rights.

     The failure of either Party to exercise any right granted hereunder shall not impair nor be deemed a waiver of that Party's privilege of exercising  that right at any subsequent time or times.

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              To Owner:   Piñon Gathering Company, LLC          c/o TCW Asset Management Company          333 Clay Street, Suite 4150         Houston, Texas 77002         Attention: Clay Taylor         Fax Number: 713.615.7460               with a copy to:  TCW Asset Management Company          865 South Figueroa Street, Suite 1800         Los Angeles, California 90017         Attention: R. Blair Thomas         Fax Number: 213.244.0604               To Operator:  SandRidge Midstream, Inc.         123 Robert S. Kerr Avenue         Oklahoma City, Oklahoma 73102-6406         Attention: Midstream — Manager of Administration         Fax Number: 405.429.5990







9.3 Applicable Laws.

     This Agreement is subject to all valid present and future laws, regulations, rules, and orders of governmental authorities now or hereafter  having jurisdiction over the Parties, this Agreement, any of the transactions contemplated hereby or the Gathering System.

9.4 Rules of Construction.

     In construing this Agreement, the following principles shall be followed:

     9.4.1 no consideration shall be given to the fact or presumption that one Party had a greater or lesser hand in drafting this Agreement;

     9.4.2 examples shall not be construed to limit, expressly or by implication, the matter they illustrate;

     9.4.3 the word includes and its syntactical variants mean includes, but is not limited to and corresponding syntactical variant  expressions; and

     9.4.4 the plural shall be deemed to include the singular and vice versa, as applicable.

9.5 Governing Law.

     This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Texas, without regard to choice of  law principles that would require the application of the laws of any other jurisdiction.

9.6 Dispute Resolution.

     9.6.1 Negotiation. Prior to submitting any dispute for resolution by a court, a Party shall provide written notice to the other of the occurrence  of such dispute. If the Parties have failed to resolve the dispute within 15 Business Days after such notice was given, the Parties shall seek to  resolve the dispute by negotiation between senior management personnel of each Party. Such personnel shall endeavor to meet and attempt to  amicably resolve the dispute. If the Parties are unable to resolve the dispute for any reason within 30 Business Days after the original notice of  dispute was given, then either Party shall be entitled to pursue any remedies available at law or in equity; provided, however, this Section 9.6.1  shall not limit a Party's right to initiate litigation prior to the expiration of the time periods set forth herein of such limitations would prevent a  Party from filing a lawsuit or claim within the applicable period for filing lawsuits (e.g. statutes of limitation, prescription, etc.).

     9.6.2 Jurisdiction and Venue.

     9.6.2.1 Each Party agrees that the appropriate, exclusive and convenient forum for any disputes between any of the Parties arising out of  this Agreement or the transactions contemplated hereby shall be in any state or federal court in

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Houston or Dallas, Texas, and each of the Parties irrevocably submits to the jurisdiction of such courts solely in respect of any legal  proceeding arising out of or related to this Agreement or the transactions contemplated hereby. The Parties further agree that the Parties  shall not bring suit with respect to any disputes arising out of this Agreement or the transactions contemplated hereby in any court or  jurisdiction other than the above specified courts.

     9.6.2.2 Each Party hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection  which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the  transactions contemplated hereby in any court referred to in paragraph (a) above. Each of the Parties hereby irrevocably waives, to the  fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such  court.

     9.6.3 Jury Waiver. THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE FULLEST EXTENT THEY MAY  LEGALLY AND EFFECTIVELY DO SO, THE RIGHT TO A JURY IN ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING  TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

     9.6.4 Costs and Expenses. The prevailing Party in any litigation pertaining to any dispute hereunder shall be entitled to recover its  reasonable costs, expenses, and attorney's fees in connection with such litigation.

9.7 Limitation of Liability.

     NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR SPECIAL,  INDIRECT, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES SUFFERED BY SUCH PARTY RESULTING FROM OR ARISING OUT OF THIS  AGREEMENT OR THE BREACH THEREOF OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER TORT, NEGLIGENCE, STRICT LIABILITY, BREACH  OF CONTRACT, WARRANTY, INDEMNITY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, LOSS OF USE, INCREASED COST OF OPERATIONS, LOSS  OF PROFIT OR REVENUE, OR BUSINESS INTERRUPTIONS. IN FURTHERANCE OF THE FOREGOING, EACH PARTY RELEASES THE OTHER PARTY AND  WAIVES ANY RIGHT OF RECOVERY FOR SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES SUFFERED BY SUCH PARTY  REGARDLESS OF WHETHER ANY SUCH DAMAGES ARE CAUSED BY THE OTHER PARTY'S NEGLIGENCE (AND REGARDLESS OF WHETHER SUCH  NEGLIGENCE IS SOLE, JOINT, CONCURRENT, ACTIVE, PASSIVE, OR GROSS NEGLIGENCE), FAULT, OR LIABILITY WITHOUT FAULT.

9.8 Entirety of Agreement, Amendments.

     This Agreement, including, without limitation, all exhibits hereto, and the other Transaction Documents integrate the entire understanding  between the Parties with respect to the subject matter covered and supersede all prior understandings, drafts, discussions, or statements,

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whether oral or in writing, expressed or implied, dealing with the same subject matter. This Agreement may not be amended or modified in any  manner except by a written document signed by the Parties that expressly amends this Agreement.

9.9 Waivers.

     No waiver by either Party of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof  (whether or not similar), nor shall such waiver constitute a continuing waiver unless expressly provided. No waiver shall be effective unless made  in writing and signed by the Party to be charged with such waiver.

9.10 Exhibits.

     Exhibits A and B are made a part of this Agreement and incorporated herein by this reference.

9.11 Headings.

     The headings and captions in this Agreement have been inserted for convenience of reference only and shall not define or limit any of the terms  and provisions hereof.

9.12 Rights and Remedies.

     Except as otherwise provided in this Agreement, each Party reserves to itself all rights, counterclaims, other remedies, and defenses to which  such Party is or may be entitled arising from or out of this Agreement or as otherwise provided by law.

9.13 Assignment.

     Operator shall not make any assignment of all or any part of this Agreement or any of the rights or obligations hereunder unless there first shall  have been obtained the written consent thereto of Owner, which consent shall not be unreasonably withheld, conditioned, or delayed. Owner shall  not make any assignment of all or any part of this Agreement or any of the rights or obligations hereunder except in connection with the sale or  conveyance of all or any part of the Gathering System. This Agreement shall be binding upon and inure to the benefit of the successors and  assigns of the Parties. Any attempted assignment of this Agreement in violation of this Section 9.13 shall be null and void.

9.14 Counterparts.

     This Agreement may be executed in one or more counterparts (including by facsimile), each of which shall be deemed an original, and all of  which shall be deemed one and the same Agreement.

9.15 No Third Party Beneficiary.

     Except for parties indemnified hereunder, this Agreement is for the sole benefit of the Parties and their respective successors and permitted  assigns, and shall not inure to the benefit of

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any other Person whomsoever or whatsoever, it being the intention of the Parties that no third Person shall be deemed a third-party beneficiary of  this Agreement.

9.16 Further Assurances.

     Each Party shall take such acts and execute and deliver such documents as may be reasonably required to effectuate the purposes of this  Agreement.

     IN WITNESS WHEREOF, authorized representatives of the Parties have executed this Agreement to be effective on the Effective Date.

25

           OPERATOR:    SANDRIDGE MIDSTREAM, INC.



  By:  /s/ Richard J. Gognat       Richard J. Gognat        Senior Vice President        OWNER:    PIÑON GATHERING COMPANY, LLC



  By:  TCW Asset Management Company, its Manager:               By:  /s/ Clayton R. Taylor         Clayton R. Taylor        Vice President            By:  /s/ Kurt A. Talbot         Kurt A. Talbot        Managing Director 
Question: Highlight the parts (if any) of this contract related to Insurance that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?

A: 57845
****
Q: EXHIBIT 10.8

DISTRIBUTOR AGREEMENT         Tripath Technology, Inc. 3900 Freedom Circle Suite # 200 Santa Clara, CA 95054 Tel: (408) 567-3000 Fax: (408) 567-3003

This Agreement is effective 7/1/98 (Effective Date) between Tripath Technology, Inc. (Tripath), and

Uniquest Corporation 780 Montague Expressway Suite 406 Santa Jose, CA 95131

Tripath and Distributor intend to establish Distributor as a non-exclusive Distributor for Tripath products in the following designated Territory, subject to the terms and conditions of this Agreement.

Korea

1. Products

1.1 Products means the Tripath semiconductor products identified by Tripath in writing from time to time.

1.2 Tripath may discontinue manufacture or sale, or otherwise treat as obsolete, any or all of the Products covered by this Agreement upon thirty days written notice.

2. Appointment and Term

2.1 For the term of this Agreement, Tripath appoints Distributor as a non-exclusive distributor for the Products in the Territory, subject to Tripath's direct sales activities under Section 4.

2.2 Distributor will use best efforts to develop the local market and promote the sales of Products within the Territory. Distributor will not sell outside the Territory without Tripath's prior written permission, which will not be unreasonably withheld.

2.3 After one month's written notice, Tripath may in its discretion amend (i) the Products, and/or (ii) the Territory.

2.4 Tripath reserves the right to appoint other distributors in or out of the Territory who may sell into the Territory.

2.5 Distributor's appointment is for a term of one year from the Effective Date, renewable automatically unless terminated under Section 18

3. Distributor Responsibilities

3.1 Distributor will maintain an adequately trained sales organization, capable of fulfilling its obligation under Subsection 2.2.

3.2 Tripath will furnish technical and marketing information (such as sales aids and







Distributor Agreement

literature, data sheets, application notes, etc.) for the Products, and Distributor will maintain an organized and well stocked collection of such technical and marketing information for distribution to prospective customers.

3.3 Distributor will employ sufficient trained personnel (Application Engineers) to provide technical and marketing support for Tripath's Products. Distributor and Tripath will cooperate to ensure that the Application Engineers are and remain adequately trained and qualified.

3.4 Distributor will maintain a reasonable number of Demonstration Products (customer samples), with appropriate technical and marketing literature, available for demonstration by knowledgeable Distributor personnel, provided that Distributor must obtain prior approval by Tripath before any customer receives demonstration Products (customer samples).

3.5 Distributor has no authorization to make, and will not make, any guarantee or warranty with respect to any Product — all Product warranties are to be communicated to Customers directly by Tripath in writing. Distributor will make no representations as to quality, performance, capabilities, and the like except as are expressly authorized in writing by Tripath (such as in Tripath's standard, published specifications for a Product).

4. Other Product Lines

4.1 In appointing Distributor, Tripath is relying to a significant extent on Distributor's undertaking in Subsection 2.2.

4.2 Distributor will not carry any competitive products without Tripath's consent, which shall not be unreasonable.

5. Tripath Direct Sales Activity

5.1 Tripath may in its sole discretion, immediately upon written notice to Distributor, make direct sales to certain accounts in the Territory (Direct Sales Accounts), including accounts to which Distributor has made sales.

6. Pricing, credits, and allowances

6.1 Prices for Products will be as set forth in the then effective distributor price list (Distributor Price List) which will be furnished to Distributor from time to time. Any suggested resale prices shown in the Distributor Price List are to be considered as guidelines only.

6.2 The Distributor Price List may be changed without prior notice, and will be effective as of the effective date indicated. The amount and timing of such change will be exclusively at Tripath's discretion.

6.3 Orders for Products received and acknowledged by Tripath prior to a change in the Price List but shipped after the effective date of such change will be invoiced as follows: (a) in the case of a price decrease, the existing order backlog will be invoiced at the lower price, and (b) in the case of a price increase, the existing order backlog due for delivery within one month of the effective date of such change will be invoiced at the lower price. Outstanding written quotations will be held good for the same two-month period.

6.4 Distributor's inventory of any Product will be price protected for reductions in the price of such Product as follows: the lesser of Distributor's (a) entire inventory of the Product, or (b) previous one month's shipments of the Product from Tripath.

7. Purchase Orders and Payment

7.1 Distributor will maintain sufficient inventory of Products (but not less than one month's inventory without Tripath's approval) to provide prompt delivery to Distributor's customers, in furtherance of Distributor's undertaking in Subsection 2.2.

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Distributor Agreement

7.2 Distributor will purchase Products for resale to its customers in accordance with Tripath's then effective terms and conditions of sale set forth in the Tripath sales order acknowledgment (Sales Order Acknowledgment), and the pricing terms of the then effective Distributor Price List (including minimum order quantities). The terms and conditions of sale in the Sales Order Acknowledgment may be changed without prior notice, exclusively at Tripath's discretion.

7.3 No purchase order from Distributor is binding on Tripath until Tripath issues a Sales Order Acknowledgment to Distributor for such order, or makes a shipment against such order. Tripath will use commercially reasonable efforts to acknowledge Distributor purchase orders promptly.

7.4 Tripath will invoice Distributor for Products when Tripath ships such Products.

7.5 All credits will be handled as separate financial transactions from the original invoice, and will be evidenced by a written credit request submitted to Tripath. Distributor will not reduce any payment to Tripath to account for anticipated or unauthorized credits (except for short shipments and non-receipt of Products), either at the time of the payment of original invoice, or at the time of providing a credit request. Credit requests should be submitted by Distributor within one month after the date of Distributor's invoice for the related transactions.

7.6 Any credit request will be based on the price shown on the then current Distributor Price List, or the actual net price paid by Distributor for the Product, whichever is lower.

7.7 If Tripath notifies Distributor of any discrepancy in a credit request, Distributor has one month to resolve the discrepancy and pay the amount of the discrepancy.

7.8 No purchase orders for which a Sales Order Acknowledgment has been issued may be canceled or rescheduled within one month of the scheduled shipment date without Tripath's approval.

8. Special Pricing and Other Allowances

8.1 The provisions of this Section 8 will be applicable only to transactions on DPA (distributor price authorization) basis in which Distributor first obtains a DPA confirmation from Tripath.

8.2 Requests for special pricing and/or allowances will be submitted by Distributor to the appropriate Tripath sales office, and must be first approved in writing by that office.

8.3 Quotes for special pricing are good for one month, and must be backed by a Tripath quote number. Distributor will supply supporting documentation showing Products listed by part number, date of transaction, end customer name and address, and the appropriate special pricing details, not later than two weeks after shipment to the associated customer.

8.4 If Tripath has granted Distributor special pricing on a sale in which Distributor's customer has later returned the Product to Distributor, Distributor will reimburse Tripath for the amount of the DPA allowance within one month after such return.

8.5 Any debit memo submitted by Distributor for a DPA allowance will be based on the price shown on the then current Distributor Price List, or the actual net price paid by Distributor for the Product, whichever is lower.

9. Returns

9.1 Distributor may return Products only after receiving written authorization from Tripath. All authorized returns will be shipped by Distributor freight prepaid. Unauthorized returns may be reshipped to Distributor, freight collect.

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Distributor Agreement

9.2 Distributor may request stock rotation return of slow moving Products, which will be authorized by Tripath provided that: (a) the Product is contained in Tripath's then current Distributor Price List, (b) the Product is packaged as it was originally shipped, and (c) a purchase order for equal value accompanies the request for return. Such stock rotation returns will not exceed five percent (5%) of the dollar value of Distributor's previous six (6) months net purchase orders from Tripath.

9.3 Discontinued Product may be returned only with prior written authorization.

9.4 Credit will be allowed for returned Products based on the price actually paid by Distributor, less any prior DPAs, credits and other allowances.

9.5 If, in the reasonable opinion of Tripath, previously authorized returned Products have been used or damaged, a credit or replacement may be refused. Distributor will be notified within one month after receipt of Product by Tripath of any such Product Tripath is claiming to be used or damaged.

10. Limited Warranty

10.1 Tripath provides an end user limited warranty for retail Products, and one-year limited warranty for OEM products. The terms of the end user limited warranty are set forth in documentation provided with the retail Product.

10.2 For OEM Products, Tripath warrants that the Products will be free of manufacturing and workmanship defects for one year from the date of shipment by Distributor to a customer, or eighteen months from the date of shipment to Distributor, whichever is sooner.

10.3 If any OEM Products prove defective during this one year period as set forth in Section 10.2, Tripath will, at its option, either (a) repair or replace the Product with a new or reconditioned Product, (b) use reasonable efforts to provide Distributor with a correction of the defect, or (c) refund to Distributor the purchase price paid for the Product. Any Product replaced will become Tripath property.

10.4 Distributor must return the defective OEM Product pursuant to a return material authorization under Section 9.1 in the original shipping carton (or an equivalent protective carton), and pay the shipping and insurance charges. Distributor assumes the risk of loss or damage during shipment.

10.5 OEM Products that are defective as set forth in Section 10.2 as a result of improper handling, incorrect installation or other misuse, or as a result of accident, disaster, acts of God or other such events, as determined by Tripath in its reasonable discretion, are not covered by this limited warranty.

10.6 For OEM Products, Tripath provides only the warranties set forth in this limited one year limited warranty. For retail Products, Tripath provides to the end user only the warranties set forth in the applicable end user warranty. Any and all other warranties, either express, implied or statutory, including, without limitation, warranties of fitness for a particular purpose, or of merchantability, are hereby expressly excluded and disclaimed by Tripath.

11. Reports and Audits

11.1 Distributor will submit reports as may be reasonably requested by Tripath, including, without limitation, monthly reports of inventory on hand and sales relating to the Products. Sales data will include, without limitation, Product part number, quantity, resale price, special pricing, distributor invoice number, and customer name. Distributor will submit these reports electronically on a timely basis each month and in no case later than two weeks after the beginning of the month.

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Distributor Agreement

11.2 Tripath may have an authorized Tripath representative, at Tripath's cost, audit Distributor's records relating to sales and inventories of Products, including, without limitation, records pertaining to any claims submitted by Distributor for price protection, stock rotation, returned Products, ship from stock and debit, DPA allowances, and credit requests. Upon prior written notice, Distributor will provide reasonable access to such records during normal business hours at Distributor's office. Distributor agrees to maintain all such records for a minimum of three years.

12. Distributor's Financial Condition

12.1 Tripath may withhold shipments because of Distributor's general financial condition and/or conditions of Distributor's account with Tripath. Such withholding will be not construed as a breach of this Agreement.

12.2 Distributor will supply Tripath with credit data sufficient to establish Distributor's credit worthiness.

13. Advertising and Sales Promotion

13.1 Distributor's tradename may be used by Tripath in its advertisements, provided that such use is in proper form.

13.2 Distributor will be eligible to participate in Tripath distributor cooperative advertising programs designated by Tripath for the Territory. However, prior approval must be obtained in writing from Tripath before any expenditures of funds by Distributor are eligible for reimbursement.

14. Tripath Trademarks

14.1 Tripath grants to Distributor a non-exclusive license to use Tripath's trademarks, trade names and service marks only in connection with the Products and in the performance of Distributor's obligations under this Agreement. All such uses are subject to Tripath's prior review and consent, which will not be unreasonably withheld or delayed.

14.2 All use of Tripath trademarks and service marks will be in proper form, giving appropriate attribution to Tripath as the owner of the mark. Distributor will not undertake any use of a mark in a manner that might jeopardize Tripath's rights to use or register such mark, or Tripath's rights to prevent unauthorized use. Distributor will promptly notify Tripath of any acts of unfair competition or trade or service mark infringement, and reasonably cooperate with efforts to protect Tripath's rights.

14.3 All use of Tripath trade marks and service marks by Distributor will inure to the benefit of Tripath, and Distributor will reasonably cooperate, at Tripath's expense with Tripath's efforts to register or otherwise secure rights in such marks. Upon termination of this Agreement, Distributor will immediately cease all further use of Tripath's trademarks, trade names or service marks except as may be required in the sale of Products in inventory.

15. Relationship Between the Parties

15.1 Both Distributor and Tripath are independent contractors, and no agency or other joint relationship is created.

15.2 Neither party has any authority to act for and/or to bind the other in any way, or to represent that either is in any way responsible for the acts of the other.

16. Confidentiality

16.1 Confidential information (Information) of Tripath and/or Distributor will mean information that the disclosing party desires to protect against unauthorized use or disclosure, and which is furnished under this Agreement as follows: (a) written or other tangible information clearly marked with a notice, such as

-5-







Distributor Agreement

CONFIDENTIAL; and (b) oral information that is identified at the time of disclosure as being confidential. Confidential Information will not include information that: (a) enters the public domain without a breach of this Agreement, (b) is known to the recipient prior to the time of disclosure, or is independently developed by the recipient without using any Information, or (c) is obtained from another source that the receiving party has no reasonable cause to believe is under any obligation of confidentiality with respect to Information.

16.2 The recipient of Information will treat it as proprietary and confidential, safeguarding the Information at least as carefully as it would its own confidential information, and will use all reasonable efforts to prevent any unauthorized use or disclosure, including restricting access to the Information within its organization and ensuring that its employees comply with this Agreement. A receiving party will not disclose any information to any third party without prior written consent. Either party learning of any unauthorized use or disclosure of any Information will promptly notify the other party, and will reasonably cooperate with efforts to protect such Information.

16.3 The recipient of information will use it only in the furtherance of the business relationship established by this Agreement, and for no other purpose without prior written consent. All Information will remain the property of the disclosing party, and will be returned or destroyed upon written request.

16.4 The confidentiality obligations in this Agreement will be binding during the Agreement and for a period of three years after any termination or non-renewal of the Agreement.

16.5 Neither party will disclose the existence or terms of this Agreement without prior written consent.

17. Export Control

17.1 Distributor will not engage in exporting activities within the Territory without the prior written approval of Tripath, and the United States Government if such approval is necessary. Nothing in this Subsection is meant to authorize Distributor shipments outside the Territory.

17.2 Distributor understands that the Products and Tripath confidential information are restricted by the United States Government from export to certain countries, and Distributor agrees that it will not sell or license Products or transfer Tripath confidential information in any way will violate any of the export control laws or regulations of the United States.

18. Term and Termination

18.1 The terms of this Agreement shall be one year from the effective date and will be automatically renewed on each anniversary of the effective date, for a renewal term of one year unless either party provides written notification of its intention not to renew this Agreement at least one month prior to the expiration of the initial or any renewal terms. Tripath will honor all orders acknowledged prior to the effective date of any such termination by nonrenewable.

18.2 Tripath or Distributor may terminate this Agreement for any reason with thirty days written notice.

18.3 Either party may terminate this Agreement immediately if the other party becomes insolvent, or takes any steps to make an arrangement with its creditors, or has a receiver appointed.

18.4 If Tripath terminates pursuant to Subsection 18.1 or 18.2, or if Distributor terminates pursuant to Subsection 18.3, Tripath will purchase and Distributor will resell to Tripath Distributor's inventory of Products (excluding

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Distributor Agreement

discontinued and demonstration Products) which Tripath determines to be undamaged and in good condition (including, at Tripath's option on-site inspection). The price for such inventory will be the price actually paid by the Distributor, less any prior credit or allowances.

18.5 If Distributor terminates pursuant to Subsection 18.1 or 18.2, or if Tripath terminates pursuant to Subsection 18.3, Tripath may, at its option, purchase and Distributor will resell to Tripath all or part of Distributor's inventory at the price set forth in Subsection 18.4, less a ten percent restocking charge.

18.6 On termination of this Agreement for whatever cause, Distributor will immediately (a) cease to engage in marketing and distribution activities as Tripath's official distributor, and (b) cease representing in any manner that it is a distributor of Tripath Products in the Territory.

18.7 All obligations of Distributor to make payments under this Agreement will survive any termination of this Agreement for whatever cause, along with the following provisions: Section 10 (Limited Warranty), Section 11 (Reports and Audits), Section 16 (Confidentiality), Section 17 (Export Control), Section 19 (Intellectual Property Indemnity), and Subsection 21.6 (Governing Law), and Subsection 21.7 (Arbitration).

19. Intellectual property indemnity

19.1 Indemnification. Distributor agrees that Tripath has the right to, and Tripath agrees that it will at its expense, defend or at its option settle any claim, suit, proceeding, or other action brought against Distributor or its customer for infringement of any United States copyright, trademark or other United States intellectual property right related to the Products or their use, subject to the limitations set forth in this Section. Tripath will have sole control of any such action or settlement negotiations (Tripath will not be liable for any costs or expenses incurred without its prior written authorization), and Tripath will pay any final judgment entered against Distributor or its customer based on such infringement. Tripath at its sole option will be relieved of the foregoing obligations unless Distributor or its customer notifies Tripath promptly in writing of such action and gives Tripath full information and assistance to settle and/or defend any such action. If it is adjudicated that a Product infringes, or if the sale or use of a Product is, as a result, enjoined, then Tripath will, at its option and expense either: (i) procure for Distributor and its customers the right to sell or use the Product; or (ii) replace the Product with other suitable Product; or (iii) suitably modify the Product to be noninfringing; or (iv) if none of the foregoing are commercially reasonable, as determined by Tripath, accept return of the affected Products and refund Distributor's aggregate payments for such Products, less a reasonable sum for use and/or damage, if any.

19.2 Limitation. Notwithstanding the provisions of Section 19.1, Tripath assumes no liability for, and Distributor agrees to indemnify Tripath to the same extent as Tripath's indemnity under Section 19.1 for: (i) any infringements covering completed equipment or any assembly, circuit, combination, or method in which any of the Products may be used but not covering such Products standing alone; or (ii) any trademark infringements involving any marking or branding not applied by Tripath or involving any marking or branding applied at the request of Distributor; or (iii) any modification of the Products unless such modification was made by Tripath.

19.3 Entire Liability. The foregoing provisions of this section 19 state the entire liability and obligations of Tripath and the exclusive remedy of Distributor and its customers, with respect to any actual or alleged intellectual property infringement by the Products.

20. Limitation of Liability

20.1 Neither Tripath nor Distributor will be liable for any incidental or consequential

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Distributor Agreement

damages (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or other pecuniary loss) arising out of this Agreement, even if advised of the possibility of such damages.

21. General

21.1 Assignment. This Agreement is not assignable by Distributor without prior written consent of Tripath, which will not be unreasonably withheld. Tripath is free to assign this contract without Distributor's consent.

21.2 Modifications. This Agreement may be modified only in writing signed by an officer of each party.

21.3 Headings. The headings of the several Sections are inserted for convenience of reference only, and are not intended to be part of nor to affect the meaning or interpretation of this Agreement.

21.4 Notices. All notices under this Agreement will be sent by receipted courier (e.g., U.P.S.).

21.5 Non-Waiver. The failure of either party to enforce at any time any of the provisions of this Agreement will not be construed as a waiver of the right of such party to subsequently enforce any such provisions or a waiver of the provision itself.

21.6 Governing Law. This Agreement will be governed by the laws of California, without reference to conflicts of laws.

21.7 Arbitration. Any dispute or claim arising out of this Agreement will be referred to and resolved by the International Chamber of Commerce (ICC) in accordance with the ICC Arbitration Rules. The venue for such arbitration will be Santa Clara County, California, USA.

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Distributor Agreement

This Agreement supersedes all proposals, oral or written, all negotiations, or discussions between or among the parties relating to this Agreement, and all past course of dealing or industry custom. This Agreement takes precedence over the terms of any Tripath or Distributor order or sales documentation, including the Tripath Sales Order Acknowledgment.

TRIPATH CORPORATION   DISTRIBUTOR             By: /s/ EVERETT ROACH   By: /s/ CHARLES LIM             Name: Everett Roach   Name: Charles Lim             Title: Vice President, World Wide Sales   Title: President             Date: 7/1/98   Date: 7/7/98

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Question: Highlight the parts (if any) of this contract related to Warranty Duration that should be reviewed by a lawyer. Details: What is the duration of any  warranty against defects or errors in technology, products, or services  provided under the contract?

A: 10200
****
Q: Exhibit 10.4

EXECUTION VERSION

INTELLECTUAL PROPERTY AGREEMENT

by and among

UNITED TECHNOLOGIES CORPORATION,

OTIS WORLDWIDE CORPORATION

and

CARRIER GLOBAL CORPORATION

Dated as of April 2, 2020





TABLE OF CONTENTS ARTICLE I DEFINITIONS 2 1.1 Defined Terms 2 ARTICLE II ASSIGNMENT OF SOLELY OWNED INTELLECTUAL PROPERTY RIGHTS 7 2.1 Assigned Intellectual Property Rights 7 ARTICLE III LICENSING OF INTELLECTUAL PROPERTY RIGHTS 8 3.1 Licensed Intellectual Property Rights 8 3.2 Reserved Intellectual Property Rights 10 3.3 No Rescission 10 ARTICLE IV TRADEMARKS 10 4.1 Ownership of United Technologies Trademarks 10 4.2 Use of United Technologies Trademarks 11 4.3 Special Trademark Provisions. 12 ARTICLE V EXCLUDED AGREEMENTS 12 5.1 No Change to Excluded Agreements 12 ARTICLE VI CONFIDENTIALITY 12 6.1 Received Information and Materials 12 6.2 Confidential Information 12 6.3 Obligations 13 6.4 Termination of UTC NDA 13 ARTICLE VII LIMITATIONS AND DISCLAIMERS 13 7.1 Subsequent Delivery of Intellectual Property Rights 13 7.2 No Additional Obligations 14 7.3 DISCLAIMER 14 7.4 Limitations of Liability 14 ARTICLE VIII GOVERNING LAW AND DISPUTE RESOLUTION 15 8.1 Governing Law 15 8.2 Alternative Dispute Resolution 15 8.3 Confidentiality 13 8.4 Equitable Relief 13

i





ARTICLE IX GENERAL PROVISIONS 16 9.1 Entire Agreement; Conflict Among Agreements 16 9.2 Assignment and Change of Control; Successor and Assigns 16 9.3 Bankruptcy 17 9.4 Amendments and Waivers 17 9.5 Notice 18 9.6 Severability 18 9.7 Counterparts 18 9.8 Further Assurances 18 9.9 Interpretation 19

ii





INTELLECTUAL PROPERTY AGREEMENT This INTELLECTUAL PROPERTY AGREEMENT (this Agreement), dated as of April 2, 2020, is by and among United Technologies Corporation, a Delaware corporation (UTC), Otis Worldwide Corporation, a Delaware corporation (Otis), and Carrier Global Corporation, a Delaware corporation (Carrier) (each, a Party and together, the Parties). RECITALS WHEREAS, UTC, Otis and Carrier have entered into that certain Separation and Distribution Agreement, of even date herewith (the SDA), pursuant to which UTC and its subsidiaries will undertake a series of transactions following which UTC will separate into three independent, publicly traded companies: (i) UTC, comprising Collins Aerospace and Pratt & Whitney, a systems supplier to the commercial aerospace and defense industry, (ii) Otis, a manufacturer of people-moving products, such as elevators, escalators and moving walkways, and (iii) Carrier, a provider of HVAC, refrigeration, fire, security and building automation technologies; WHEREAS, pursuant to Section 2.10 of the SDA, UTC, Otis and Carrier agreed to enter into this Agreement; WHEREAS, each of the Parties and their respective affiliates are currently owners of, and in possession of, certain Intellectual Property Rights (as defined herein), which Intellectual Property Rights may have been developed or acquired by such Party independently, or jointly with either or both the other Parties, or assigned to it by either or both of the other Parties prior to the date hereof; WHEREAS, a result of the corporate relationship between each of the Parties, and not necessarily pursuant to a written agreement, prior to the date hereof, each Party has had access to, and the right to use certain Intellectual Property Rights of one or both of the other Parties as required for its business; WHEREAS, in connection with the transactions contemplated by the SDA, the Parties wish to confirm their respective ownership of certain Intellectual Property Rights (as defined herein), and with respect to certain other Intellectual Property Rights transfer ownership thereof from an Assignor Party (as defined herein) to an Assignee Party (as defined herein), and each Assignee Party wishes to receive ownership of such Intellectual Property Rights; and WHEREAS, in connection with the transactions contemplated by the SDA, the Parties wish to either grant, or confirm the prior grants of, certain rights and licenses with respect to certain Intellectual Property Rights from each Licensor Party (as defined herein) to a Licensee Party (as defined herein), and each Licensee Party wishes to receive such license grants on the terms set forth herein. NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth and in the SDA (and other agreements entered into in connection with the SDA), and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound, the Parties hereby agree as follows:





ARTICLE I

DEFINITIONS

1.1 Defined Terms. For the purposes of this Agreement, the following terms shall have the following meanings. Capitalized terms used but not otherwise defined in this Article I or elsewhere in this Agreement shall have the meaning ascribed to such terms in the SDA. For the avoidance of doubt, for purposes of Section 2.1, Section 3.1, and Section 4.1, respectively, (a) any reference to an Assignor Party, a Licensor Party, or a Party, respectively, shall be deemed to refer to other relevant members of such Assignor Group, such Licensor Group, or such Party's Group, respectively and (b) any obligation of an Assignor Party, a Licensor Party, or a Party, respectively, shall include an obligation to cause such relevant members of such Assignor Group, such Licensor Group, or such Party's Group, respectively, to satisfy such obligation; in each case, as the context requires. AAA Rules shall have the meaning defined in Section 8.2.2. Affiliate shall mean, for the purpose of this Agreement and notwithstanding its meaning in the SDA, with respect to a Party, another member of the Party Group to which the Party belongs. Agreement shall have the meaning defined in the preamble. Assigned Intellectual Property Rights shall have the meaning defined in Section 2.1.1. Assignee Group shall mean one of the UTC Group, the Otis Group, or the Carrier Group of which an Assignee Party is a member. Assignee Party shall mean the Party, as the context requires, other than the Assignor Party, to whom Intellectual Property Rights are assigned from the Assignor Party pursuant to the terms hereof. Assignor Group shall mean one of the UTC Group, the Otis Group, or the Carrier Group of which the Assignor Party is a member. Assignor Party shall mean one of the Parties, as the context requires, in its capacity as an assignor of Intellectual Property Rights to another Party pursuant to the terms hereof. Carrier shall have the meaning defined in the preamble. Confidential Information shall have the meaning defined in Section 6.2. Contemplated to be Used shall mean that there are contemporaneous books or records, whether in hard copy or electronic or digital format (including emails, databases and other file formats) evidencing a specific, good faith intention of future use, created in the ordinary course of business consistent with past practice.

2





Copyrights shall mean copyrights and other equivalent rights in copyrightable subject matter in works of authorship (including software), and including all registrations and applications therefor, and all renewals, extensions, restorations and reversions thereof. Dispute shall have the meaning defined in Section 8.2. Excluded Agreement shall mean (a) each Negotiated Agreement and (b) each Third Party Agreement; provided that, notwithstanding the foregoing, and without limitation, for the purposes of this Agreement, an Excluded Agreement shall not include any IWA or any work performed, without an express written agreement, by a member of an Assignor Group or a Licensor Group as Performer for a member of an Assignee Group or a Licensee Group as Requester, respectively, or vice versa. A non-inclusive (and not necessarily representative) listing of Excluded Agreements is provided in Schedule 5.0. Exploit shall mean, with respect to a particular item of Intellectual Property Rights, to do all things with such Intellectual Property Rights (subject to Article VI), including (a) to make, have made, use (including for development), import, offer for sale, and sell any product or service under any Patents within such Intellectual Property Rights; (b) to copy, display, perform, create derivative works based upon, and distribute any works under, any Copyrights within such Intellectual Property Rights; and (c) to use Trade Secrets and other confidential or proprietary information within such Intellectual Property Rights. For the avoidance of doubt, a right to Exploit in any manner a particular item of Intellectual Property Rights does not include the right to Exploit in any manner any other Intellectual Property Rights, including any separate background Intellectual Property Rights from or with which the item was created or derived, or which is necessary or desirable for a particular use of the item. Funded or Funding by an entity shall mean paid for by that entity through one or more cash contributions. For the purposes of this definition, U.S. Government funds or the funds of any other third party or entity shall not be considered. Future Affiliate Provision shall mean a term or provision of any agreement governing Intellectual Property Rights as between or among the Parties that was negotiated and entered into on arm's-length terms at any time prior to the Effective Time between or among members of different Party Groups (a) pursuant to which a licensor Party grants or purports to grant to the Party or Parties licensed under such agreement a license to the Intellectual Property Rights of any future Affiliate (including in the case of UTC, Raytheon Company) of the licensor Party, (b) imposing or purporting to impose any non-compete or other similar limitation on the business of any future Affiliate (including in the case of UTC, the business of Raytheon Company) of a Party, in favor of another Party or Parties, or (c) requiring or purporting to require the payment to a licensor Party of any incremental royalty or other charge on the business or products of any future Affiliate (including in the case of UTC, Raytheon Company) of the Party that is the licensee under such agreement, except to the extent that such future Affiliate avails itself of the license to which such royalty pertains. Each Party agrees that to the extent such Party is the beneficiary of a Future Affiliate Provision, such Party hereby waives and disclaims, and will not seek to enforce or claim the benefit of, such Future Affiliate Provision, such waiver, disclaimer and covenant being for the sole benefit of the other Parties, their Party Groups, and their future Affiliates.

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Intellectual Property Rights shall mean any and all intellectual property and industrial property rights throughout the world, whether registered or unregistered, including intellectual property and industrial property rights protected or represented by, arising under, or associated with (a) Patents; (b) Copyrights; (c) Trade Secrets; and (d) any other similar or equivalent intellectual property or proprietary rights anywhere in the world; provided, however, that Trademarks are expressly excluded from the definition of Intellectual Property Rights. Invention Disclosure shall mean a written description of an invention, or potential invention, submitted to any member of a Party Group for review for patenting. IWA shall mean, as of a relevant date, the contractual terms and conditions prescribed for inter-entity work authorizations by Section 43 of the United Technologies Corporate Policy Manual or a predecessor thereof as of the relevant date, including the terms and conditions governing Intellectual Property Rights therein. Licensed Intellectual Property Rights shall have the meaning defined in Section 3.1.1. Licensed Patents shall mean with respect to a particular Licensor Group and Licensee Group, the Patents owned or freely licensable by the Licensor Group, that absent a license of the scope granted to the Licensee Group pursuant to Section 3.1 hereof, would be infringed by the operation of the business of the Licensee Group (including the making, selling, offering for sale, using or importing of the products or services of the Licensee Group). In addition, for the purpose of the forgoing determination as to whether a Patent is infringed as of the Effective Time, a Patent that issues after the Effective Time to the extent based upon a Patent Application or Invention Disclosure in existence before the Effective Time, shall be deemed to have been in existence from the date immediately prior to the Effective Time. Licensee Group shall mean one of the UTC Group, the Otis Group, or the Carrier Group of which the Licensee Party is a member. Licensee Group Field shall mean the field of the business of the applicable Licensee Group, including the manufacture, sale, support and service of products, and the provision of services, of one or more members of the applicable Licensee Group, as of the Effective Time and the natural extension thereof. Licensee Party shall mean one of the Parties, as the context requires, other than the Licensor Party, to whom Licensed Intellectual Property Rights are granted from the Licensor Party pursuant to the terms hereof. Licensor Group shall mean one of the UTC Group, the Otis Group, or the Carrier Group of which the Licensor Party is a member. Licensor Party shall mean one of the Parties, as the context requires, in its capacity as a grantor of Licensed Intellectual Property Rights to another Party pursuant to the terms hereof. Negotiated Agreement shall mean any agreement governing Intellectual Property Rights as between or among the Parties that was negotiated and entered into on arm's-length terms at any time prior to the Effective Time between or among members of different Party

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Groups, including any and all such agreements identified in Schedule 5.0; provided that, notwithstanding the foregoing, and without limitation, for the purposes of this Agreement, a Negotiated Agreement shall not include any (i) IWA, (ii) work performed, without an express written agreement, by any member of a Party Group as Performer for another member or members of a Party Group as Requester or (iii) agreement between or among members of different Party Groups to the extent including a Future Affiliate Provision. Otis shall have the meaning defined in the preamble. Party and Parties shall have the meaning defined in the preamble to this Agreement. Party Group shall mean each of the UTC Group, the Otis Group, and the Carrier Group. Patent shall means any issued patent, including any utility patent, design patent, utility model, and inventor's certificate, or any like governmental grant or registration for the protection of inventions, including any patent granted by the United States Patent and Trademark Office (the USPTO), the European Patent Office (the EPO) or any foreign equivalent thereof, including any issued patent that is continuation, divisional, continuation-in-part, extension, confirmation, reissue, reexamination, renewal, correction or substitution of an issued patent. In addition, unless the context otherwise requires, the term Patent shall include any Patent Application. Patent Application means any application for a Patent, including any provisional or PCT or similar application, before an applicable governmental office anywhere in the world, including the USPTO and the EPO. Performer shall mean, with respect to services, an entity meeting at least one of the following two conditions: (a) the entity is a Performer, as defined in an IWA issued to the entity by the Requester defined in the IWA, with respect to the services, and/or (b) the entity performed the services at the request of a Requester as part of a joint project with the Requester, with respect to which no IWA was expressly issued nor any Negotiated Agreement entered with the Requester, and the entity received Funding from the Requester for the services (which Funded the services in full, or in full jointly with the Performer but with no contribution from any other entity) and delivered results of the services to the Requester. Performer Background IPR shall mean, with respect to services performed by the Performer at the request of the Requester, all Intellectual Property Rights held by Performer at the time of such services, other than Performer Foreground-Delivered IPR and Performer Foreground-Undelivered IPR, that would be necessary to Exploit Performer Foreground-Delivered IPR. Performer Foreground-Delivered IPR shall mean, with respect to services performed by the Performer at the request of the Requester, all Intellectual Property Rights that were conceived or created by the Performer in the course of such performance, directly or by a Performer Service Provider, and delivered to the Requester.

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Performer Foreground-Undelivered IPR shall mean, with respect to services performed by the Performer at the request of the Requester, all Intellectual Property Rights that were conceived or created by the Performer in the course of such performance, directly or by a Performer Service Provider, and not delivered to the Requester. Performer Service Provider shall mean, with respect to services performed by the Performer at the request of the Requester, any Affiliate (other than the Requester), supplier, service provider, or other Person performing any aspect of the services on behalf of the Performer. Person shall mean an individual, partnership, corporation, limited liability company, joint venture, association or other form of business organization (whether or not regarded as a legal entity under applicable law), trust or other entity or organization. Received Information and Materials shall have the meaning defined in Section 6.1. Requester shall mean, with respect to services, an entity meeting at least one of the following two conditions: (a) the entity is a Requester, as defined in an IWA issued by the entity to the Performer defined in such IWA, with respect to the services, and/or (b) the entity requested the services from the Performer as part of a joint project with the Performer, with respect to which no IWA was expressly issued nor any Negotiated Agreement entered with the Performer, and the entity Funded the services (in full independently, or in full jointly with the Performer but with no contribution from any other entity) and received delivery of results of the services from the Performer. Requester Foreground IPR shall mean, with respect to services requested by the Requester from the Performer, all Intellectual Property Rights conceived or created by the Requester, directly or by a Requester Service Provider, in connection with such services. Requester Service Provider shall mean, with respect to services performed by the Performer at the request of the Requester, any Affiliate (other than the Performer), supplier, service provider, or other Person performing any aspect of the Requester's obligations in connection with such services. SDA shall have the meaning defined in the recitals. Third Party Agreement shall mean any Agreement, entered into at any time prior to the Effective Time, between or among (a) a third party, on the one hand, and (b) any member or members of the Party Groups, including any and all such agreements identified in Schedule 5.0; provided that, notwithstanding the foregoing, and without limitation, for the purposes of this Agreement, a Third Party Agreement shall not include any agreement between or among members of different Party Groups to the extent including a Future Affiliate Provision. Trade Secrets shall mean rights in information or know how, regardless of form, including ideas, inventions, designs, drawings, specifications, product configurations, prototypes, models, improvements, technical data and other data, databases, formulae, algorithms and mathematical embodiments, laboratory notebooks, pricing and cost information, plans, proposals, processes, procedures, schematics, manufacturing techniques, business methods,

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customer lists and supplier lists, and Invention Disclosures, that (a) derives economic value, actual or potential, from not being, and is not, generally known or readily ascertainable by proper means and (b) is the subject of efforts that are reasonable under the circumstances to maintain the confidentiality or secrecy thereof. Trademarks shall mean trademark rights, whether registered or unregistered, including in trademarks, service marks, trade names, brand names, certification marks, collective marks, Internet domain names and registrations, logos, slogans, symbols, trade dress and designs, and including all registrations, renewals, and applications for registration of the foregoing. United Technologies Trademarks shall mean all Trademarks to the extent consisting of or containing UTC, United Technologies Corporation, United Technologies, UTX, the UTC Icon, ACE, Achieving Competitive Excellence, all ACE logos, ESP, Employee Scholar Program, all ESP logos, ITC360, all ITC360 logos, and any variations or derivatives of any of the foregoing, and any Trademarks that are confusingly similar thereto. UTC shall have the meaning defined in the preamble. UTC Icon shall mean the symbol, also known as the UTC gear logo, identified as the UTC Icon in the UTC Corporate Identity Guidelines - Brand Basics document attached as Schedule 4.1.1, regardless of color or size, and any variant thereof. UTC NDA shall have the meaning defined in Section 6.4. ARTICLE II

ASSIGNMENT OF SOLELY OWNED INTELLECTUAL PROPERTY RIGHTS

2.1 Assigned Intellectual Property Rights

2.1.1 Assignments by an Assignor Party. Subject to Section 3.2, each Assignor Party, on behalf of itself and the other members of the Assignor Group, hereby irrevocably assigns to the applicable Assignee Party, and agrees to irrevocably assign to the applicable Assignee Party, all of its and the other members of the Assignor Group's rights, title and interest in and to any and all Intellectual Property Rights owned by the Assignor Party or another member of the Assignor Group that meets one or more of the following descriptions: (a) the Intellectual Property Rights are Requester Foreground IPR conceived or created in the course of services concerning which the Assignee Party or another member of the Assignee Group was the Requester, and the Assignor Party or another member of the Assignor Group was the Performer; or (b) the Intellectual Property Rights are Performer Foreground-Delivered IPR conceived or created in the course of services concerning which the Assignee Party or another member of the Assignee Group was the Requester, and the Assignor Party or another member of the Assignor Group was the Performer; or

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(c) the Intellectual Property Rights are Performer Foreground-Undelivered IPR conceived or created in the course of services concerning which the Assignor Party or another member of the Assignor Group was the Requester, and the Assignee Party or another member of the Assignee Group was the Performer (collectively, Assigned Intellectual Property Rights). ARTICLE III

LICENSING OF INTELLECTUAL PROPERTY RIGHTS

3.1 Licensed Intellectual Property Rights 3.1.1 License Grants by a Licensor Party. Subject to Section 3.2, a Licensor Party, on behalf of itself and the other members of the Licensor Group, and solely to the extent the Licensor Party or another member of the Licensor Group has the right to do so, hereby grants and agrees to grant to the applicable Licensee Party and the other members of the Licensee Group, subject to the field restriction of Section 3.1.2, a royalty-free, nonexclusive, perpetual, irrevocable, fully paid-up, worldwide right and license, with the right to sublicense as provided in Section 3.1.3, to Exploit Intellectual Property Rights that are owned by the Licensor Party or another member of the Licensor Group immediately following the assignments pursuant to Article II and meet one or more of the following descriptions with respect to the relevant Licensee Party: (a) the Intellectual Property Rights are rights under Licensed Patents or other Intellectual Property Rights that, in each case, as of the Effective Time, are either (A) used in connection with, or necessary for the ongoing conduct of, the current business of the Licensee Party or another member of the Licensee Group, or (B) Contemplated to be Used in the business of the Licensee Party, or another member of the Licensee Group, in the Licensee Group Field; provided, however, that the license granted in this Section 3.1.1(a) does not apply to the Intellectual Property Rights received under or otherwise governed by an Excluded Agreement; and/or (b) the Intellectual Property Rights are embodied in an invention, or proposed invention, that is both (i) described in a Patent or Invention Disclosure held by the Licensor Party or another member of the Licensor Group and (ii) conceived by at least one inventor who, at the time of conception, was employed by a member of the Licensee Group, a non-inclusive list of which inventions and proposed inventions are provided in Schedule 3.1.1(b), provided, however, that the license granted in this Section 3.1.1(b) does not apply to an invention conceived under or otherwise governed by an Excluded Agreement; and/or (c) the Intellectual Property Rights are subject to an assignment to the Licensor Party in Section 2.1.1(b) concerning Performer Foreground-Delivered IPR conceived or created in the course of services concerning which the Licensor Party or another member of the Licensor Group was the Requester and the Licensee Party or another member of the Licensee Group was the Performer; and/or

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(d) the Intellectual Property Rights are Performer Background IPR or Patent rights of the Licensor Party or another member of the Licensor Group and is necessary for the Licensee Party or another member of the Licensee Party to Exploit the Performer Foreground-Delivered IPR in the Licensee Group Field, provided, however, that the license granted in this Section 3.1.1(d) applies only to the extent necessary for the Licensee Party or another member of the Licensee Group to Exploit the Performer Foreground-Delivered IPR in the Licensee Group Field. (collectively, Licensed Intellectual Property Rights). 3.1.2 Field Restriction. The licenses granted in Section 3.1.1 are limited to, and a Licensee Party and the other members of the Licensee Group will have the right to Exploit, only the Licensed Intellectual Property Rights within the Licensee Group Field, except for the purposes of research and development at a stage encompassed within U.S. Department of Defense Technology Readiness Levels 1-6 or NASA Technology Readiness Levels 1-6; provided that (a) such research is not intended for use outside the Licensee Group Field, and (b) in the course of research conducted for a third party outside the Licensee Group Field, neither the Licensee Party nor any member of the Licensee Group (nor any of their respective officers, directors, employees, contractors, agents or sublicensees) shall disclose such Intellectual Property Rights to the third party. 3.1.3 Sublicense of Licensed Intellectual Property Rights. A Licensee Party or another member of the Licensee Group may sublicense its rights in Licensed Intellectual Property Rights hereunder, solely in support of its respective businesses (and not independent of its current or future products and related services). In all cases in which the exercise of sublicense rights hereunder reasonably requires disclosure of Licensed Intellectual Property Rights to a third party, the applicable member of the Licensee Group will disclose such Licensed Intellectual Property Rights (a) solely on a need to know basis, (b) provided that the Person to receive Licensed Intellectual Property Rights first agrees in writing to terms of confidentiality and non-use at least as restrictive as those provided in this Agreement, and (c) provided that the Licensee Party ensures the performance of, and accepts joint and several responsibility for the performance by each of the sublicensees of, the obligations of the Licensee Party and the other members of the Licensee Group under this Agreement. 3.1.4 Improvements. Each of the licenses granted in Section 3.1.1, subject to the restrictions of Section 3.1.2 and Section 3.1.3, includes the right of a Licensee Party and other members of the Licensee Group to make improvements to such Licensed Intellectual Property Rights. Neither a Licensor Party nor any member of the Licensor Group will have any rights to any such improvements, and as between a Licensee Party and a Licensor Party, the Licensee Party or applicable member of the Licensee Group will own all such improvements made by the Licensee Party or such member of the Licensee Group to Licensed Intellectual Property Rights. 3.1.5 No Implied Licenses. To the extent Intellectual Property Rights of a Party or member of a Party Group are not expressly granted in this Agreement, they are hereby expressly reserved to the Party or member of the Party Group. Without limiting the generality of the immediately preceding sentence, no express grant by a Licensor Party in this Agreement of

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license rights in certain Intellectual Property Rights shall be construed as implying the grant of any rights by the Licensor Party or another member of the Licensor Group in any other Intellectual Property Rights held by the Licensor Party or another member of the Licensor Group. 3.2 Reserved Intellectual Property Rights. Specific reservations shall apply to certain Intellectual Property Rights as set forth in Schedule 3.2. 3.3 No Rescission. The provisions of this Agreement, including the license rights provided in this Article III, shall not be terminable or revocable for any reason. In the event of any breach of this Agreement, the sole remedy of the non-breaching Party will be to seek monetary damages or equitable relief, including specific performance, as provided in Article VII, that does not involve a rescission or termination of any of the provisions of this Agreement (including the license rights provided in this Article III), and each Party irrevocably waives the right to seek any termination or rescission of any such provisions or rights. ARTICLE IV

TRADEMARKS

4.1 Ownership of United Technologies Trademarks. 4.1.1 Notwithstanding any other provision of this Agreement to the contrary, as between UTC, on the one hand, and Otis, Carrier and other members of the Otis Group and the Carrier Group, on the other, all rights in and to the United Technologies Trademarks, including all goodwill appurtenant thereto, are owned and shall be owned solely and exclusively by UTC. Without limiting the foregoing, and subject to Section 4.2, Otis and Carrier, on behalf of themselves and the other members of, respectively, the Otis Group and the Carrier Group, hereby irrevocably assign to UTC, and agree and promise to assign to UTC, (a) any and all rights, title and interest in and to the United Technologies Trademarks, including all goodwill appurtenant thereto held by them and the other members of the Otis Group and the Carrier Group, and (b) any and all registrations and applications for registration of Trademarks consisting of or containing any of the United Technologies Trademarks, anywhere in the world, to which Otis, Carrier or another member of the Otis Group or the Carrier Group holds a legal or equitable interest as of the Effective Time. Without limitation, the foregoing assignment and promise of assignment includes the right to sue and recover damages for past and future infringements of the United Technologies Trademarks and to bring any proceeding in the United States Patent and Trademark Office or any equivalent agency or governing body in any other country for cancellation, opposition, or other proceeding in connection with the United Technologies Trademarks. Except as expressly stated in Section 4.2, none of Otis, Carrier or any other member of the Otis Group or the Carrier Group shall have any right, title or interest in or to any of the United Technologies Trademarks, and any and all use of the United Technologies Trademarks, whether or not authorized pursuant to Section 4.2, shall inure solely and exclusively to UTC for all purposes.

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4.1.2 Otis and Carrier, on behalf of themselves and the other members of, respectively, the Otis Group and the Carrier Group, agree and promise to assist UTC and the other members of the UTC Group, at UTC's request, in UTC's discretion and at UTC's cost, in applying for, registering, maintaining, renewing, demonstrating use of, recording UTC's and the other members of the UTC Group's rights in, and otherwise perfecting, and defending and enforcing against third party infringers, the rights of UTC and the other members of the UTC Group in the United Technologies Trademarks and all goodwill associated therewith, including executing, verifying, acknowledging and delivering any and all documents, including any instruments of transfer and recordable assignments, and confirmations of use, and performing such other acts deemed necessary in the reasonable opinion of UTC. 4.1.3 Otis and Carrier, on behalf of themselves and the other members of, respectively, the Otis Group and the Carrier Group, agree and promise not to (a) challenge in any jurisdiction or venue the right or title of UTC or any other members of the UTC Group in and to any United Technologies Trademark, or the validity or enforceability of any United Technologies Trademark or any registration thereof, or (b) register or renew, attempt to register or renew, or assist a Person other than UTC or a member of the UTC Group in registering or renewing, any United Technologies Trademark. 4.2 Use of United Technologies Trademarks 4.2.1 Except as expressly provided in this Section 4.2, after the Effective Time, none of Otis, Carrier or any other members of the Otis Group or the Carrier Group shall use, or have the right to use, any of the United Technologies Trademarks. 4.2.2 Without limitation, Otis and Carrier as promptly as reasonably practicable (but in any case within six (6) months of the Effective Time) shall cause each member of, respectively, the Otis Group and the Carrier Group having a corporate name that includes any of the United Technologies Trademarks to apply to change its corporate name to a name that does not include any of the United Technologies Trademarks, including, within six (6) months of the Effective Time, by making any legal filings in each relevant jurisdiction necessary to effect such change worldwide. 4.2.3 UTC, on behalf of itself and the other members of the UTC Group, hereby grants to Otis, Carrier and the other members of the Otis Group and the Carrier Group a limited, non-exclusive, non-transferable, personal and nonsublicensable right to continue temporarily to use, following the Effective Time, any United Technologies Trademark it is using immediately prior to the Effective Time, solely to the extent of such pre- Separation use and in accordance with product quality standards and programs in place at the respective member of the Otis Group or the Carrier Group immediately prior to the Effective Time, and strictly in accordance with this Section 4.2.3; provided that Otis and Carrier shall, and shall cause each of its respective Affiliates (including, after the Effective Time, the members of, respectively, the Otis Group and the Carrier Group) (a) not to hold itself out as having any affiliation with UTC or any member of the UTC Group (except to the extent a third party may infer such affiliation merely due to the limited use of the United Technologies Trademarks as contemplated herein), and (b) to use diligent efforts to eliminate use of the United Technologies Trademarks. In any event, as soon as practicable after the Effective Time, and in any event within three (3) years thereafter, Otis and

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Carrier shall, and shall cause each of its respective Affiliates (including, after the Effective Time, the members of, respectively, the Otis Group and the Carrier Group), and any of its licensees or its respective Affiliates' licensees, to (a) cease and discontinue use of all United Technologies Trademarks, and (b) complete the removal of the United Technologies Trademarks from all of their respective products, signage, vehicles, properties, technical information, stationery and promotional or other marketing materials and other assets of Otis, Carrier and the other members of the Otis Group and the Carrier Group. Except for the limited, temporary license granted in this Section 4.2.3, neither UTC nor any other member of the UTC Group grants any right or license hereunder, express or implied, to use any United Technologies Trademarks. 4.3 Special Trademark Provisions. Special provisions concerning Trademarks are provided in Schedule 4.3. ARTICLE V

EXCLUDED AGREEMENTS

5.1 No Change to Excluded Agreements. The Parties do not intend by this Agreement to amend or otherwise change the Intellectual Property Rights or other provisions of any Excluded Agreement. Intellectual Property Rights provided, received or created pursuant to an Excluded Agreement will not constitute Licensed Intellectual Property Rights, and, with respect to the applicable parties thereto, will continue to be subject to any licenses, permissions or restrictions granted or imposed in the respective Excluded Agreement in accordance with its terms. ARTICLE VI

CONFIDENTIALITY

6.1 Received Information and Materials. The Parties acknowledge that members of each Party Group currently are in possession of information and materials f members of the other two Party Groups, which may include designs, drawings, specifications, technical data and other data, databases, formulae, algorithms and mathematical embodiments, plans, software, proposals, processes, procedures, manufacturing techniques, and business methods, and some of which may be included in the Licensed Intellectual Property Rights. With respect to a receiving Party, such information will be referred to individually or collectively as Received Information and Materials, provided that Received Information and Materials will not include information disclosed under any Excluded Agreement. 6.2 Confidential Information. All Received Information and Materials that are identified as or are of the type generally considered as confidential or proprietary or that have historically been subject to reasonable confidentiality and proprietary protections, and any communications or information provided after the Effective Time pursuant to this Agreement among members of the different Party Groups, will be deemed confidential and proprietary information of the Person that provided it, unless the information (a) is or becomes generally available to the public other than as a result of a disclosure in breach of this Agreement; (b) is rightfully available to or known by the receiving Party prior to receipt by the receiving Party

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without any obligation of confidentiality; (c) is received by the receiving Party from a third party, provided that the third party is not known by the receiving Party, after reasonable inquiry, to be in breach of any obligation of confidentiality; or (d) was independently developed by the receiving Party, without violating any contractual or legal obligation (Confidential Information). 6.3 Obligations. With respect to Confidential Information in its possession, custody or control, a receiving member of a Party Group will: (a) hold all Confidential Information in confidence, using the same degree of care such receiving member uses to protect its own confidential information of a similar nature, but in no event less than a reasonable degree of care, including sharing Confidential Information internally only on a need to know basis, (b) not disclose Confidential Information to any third party, other than as permitted with respect to Licensed Intellectual Property Rights pursuant to Section 3.1.3, and (c) use Confidential Information only to the extent authorized. 6.4 Termination of UTC NDA. Upon the Effective Time, (a) the Amended and Restated Nondisclosure Agreement, by and between United Technologies Companies, dated July 26, 2012 (the UTC NDA), will terminate as among UTC and the other members of the UTC Group, Otis and the other members of the Otis Group, and Carrier and the other members of the Carrier Group, (b) the information disclosed under the UTC NDA (i) will be deemed Received Information and Materials and Confidential Information under this Agreement, and (ii) will be licensed hereunder for use by UTC and the other members of the UTC Group, Otis and the other members of the Otis Group, Carrier and the other members of the Carrier Group, solely to the extent it is Licensed Intellectual Property Rights granted to UTC and the other members of the UTC Group, Otis and the other members of the Otis Group or Carrier and the other members of the Carrier Group, respectively, and (c) notwithstanding paragraph 3 of the UTC NDA, such information disclosed thereunder will continue to be protected for as long as it remains Confidential Information. ARTICLE VII

LIMITATIONS AND DISCLAIMERS

7.1 Subsequent Delivery of Intellectual Property Rights. 7.1.1 For a period of six (6) months after the Effective Time, upon written request by an Assignee Party or a Licensee Party, and solely to the extent the Assignor Party or another member of the Assignor Group or the Licensor Party or another member of the Licensor Group, respectively, has the right to do so, the Assignor Party or the Licensor Party, respectively, shall use commercially reasonable efforts to provide (and to cause other members of the Assignor Group or the Licensor Group, respectively, to provide) to the requesting Assignee Party or the Licensee Party, respectively, copies of tangible embodiments of the Assigned Intellectual Property Rights and the Licensed Intellectual Property Rights, respectively, in the possession of a member of the Assignor Group or the Licensor Group, respectively, and not in the possession of a member of the Assignee Group or the Licensee Group, respectively, upon the Effective Time, to the extent that both (a) such Assigned Intellectual Property Rights or such Licensed Intellectual Property Rights, respectively, are necessary for the ongoing conduct of the current

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business of the requesting Assignee Party or another member of the Assignee Group or the requesting Licensee Party or another member of the Licensee Group, respectively, or was in use in such business as of the Effective Time, and (b) such tangible embodiments are reasonably necessary for the use of such Assigned Intellectual Property Rights or such Licensed Intellectual Property Rights, respectively, identified in Section 7.1.1(a). 7.2 No Additional Obligations. Except as expressly provided in this Agreement, this Agreement does not create any obligation on the part of any of the Parties to provide or create any of the following with respect to the Intellectual Property Rights owned, transferred, granted or licensed under this Agreement: (a) explanations, corrections, revisions, improvements, upgrades, technical assistance, maintenance, installation, debugging, or any other support; or (b) tangible embodiments, documents, information, software, data or any other items, deliverables or services. 7.3 DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SDA OR ANY OTHER ANCILLARY AGREEMENT, (A) EACH OF THE PARTIES CONVEYS INTELLECTUAL PROPERTY RIGHTS UNDER THIS AGREEMENT SOLELY ON AN AS IS, WHERE IS AND WITH ALL FAULTS BASIS, AND (B) NONE OF THE PARTIES MAKES, AND EACH HEREBY EXPRESSLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO SUCH INTELLECTUAL PROPERTY RIGHTS, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY REPRESENTATION OR WARRANTY WITH RESPECT TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COMPLETENESS OR SUFFICIENCY, OR EXPORTABILITY, OR WITH RESPECT TO THE VALIDITY, SCOPE, ENFORCEABILITY OR NONINFRINGEMENT OF ANY OF SUCH INTELLECTUAL PROPERTY RIGHTS. FOR AVOIDANCE OF DOUBT, THE REPRESENTATIONS AND WARRANTIES PROVIDED IN THE SDA ARE NOT AFFECTED BY THIS DISCLAIMER. 7.4 Limitations of Liability. Except in connection with a Party's willful and intentional breach of this Agreement or fraud, in no event shall any Party or its Affiliates, under any circumstances, be liable or obligated in any manner to another Party or its Affiliates for any consequential, special, incidental, exemplary, indirect, punitive or similar damages, or for any loss of future revenue, profits or income, or for any diminution in value damages measured as a multiple of earnings, revenue or any other performance metric arising out of or relating to this Agreement or the transactions contemplated in this Agreement, even if such Party or its Affiliate is informed in advance of the possibility of such damages occurring and regardless of whether or not the damages were foreseeable and regardless of the theory or cause of action upon which any damages might be based. This limitation is separate and independent of any other remedy limitations and shall not fail if any such other limitation fails. The foregoing shall not be deemed to modify or limit any rights or remedies to the extent arising under the SDA, any other Ancillary Agreement or any Excluded Agreement.

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ARTICLE VIII

GOVERNING LAW AND DISPUTE RESOLUTION

8.1 Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to any conflict or choice-of-law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. 8.2 Alternative Dispute Resolution. Any dispute, controversy or claim between or among the Parties (whether sounding in contract, tort, or otherwise) arising out of or resulting from this Agreement, including the meaning of its provisions or the performance of any such provisions by a Party, its breach, termination, invalidity or otherwise (each, a Dispute) will be resolved in accordance with the procedures specified in this Article VIII, which will be the sole and exclusive procedure for the resolution of any such Dispute. 8.2.1 Negotiations. The Parties will attempt in good faith to resolve any Dispute promptly by negotiations among executives of the Parties who have authority to settle the Dispute. The disputing Party will give the other Party or Parties, as applicable, written notice of the Dispute. Within twenty (20) days after receipt of said notice, the receiving Party or Parties will submit to the other a written response. The notice and response will include: (a) a statement of each Party's position and a summary of the evidence and arguments supporting that position, and (b) the name and title of the executive who will represent that Party. The executives will meet at a mutually acceptable time and place within thirty (30) days of the date of the disputing Party's notice and thereafter as often as they reasonably deem necessary to exchange relevant information and to attempt to resolve the Dispute. 8.2.2 Arbitration. If a Dispute has not been resolved within sixty (60) days of the date of the disputing Party's notice, any Party desiring a non-negotiated resolution shall refer the Dispute to binding arbitration pursuant to the then-current commercial arbitration rules and supplementary procedures of commercial arbitration of the American Arbitration Association (the AAA Rules). The arbitral tribunal shall be composed of a single arbitrator appointed in accordance with the AAA Rules in any matter in which an injunction, specific performance or other equitable relief is not requested and the value of the relief any Party seeks (whether by claim or counterclaim) does not exceed three million United States dollars (US $3,000,000). In all other matters, including any matter in which an injunction, specific performance or other equitable relief is requested, the arbitral tribunal shall be composed of a panel of three (3) arbitrators appointed in accordance with the AAA Rules. The arbitration shall take place in New York, New York. Each Party will bear its own expenses (including attorneys' fees), and the Parties will share equally the compensation and expenses of the arbitrators and the arbitration. Any arbitration award will be final and shall be enforceable in any court of competent jurisdiction. 8.3 Confidentiality. All negotiations, and all statements made and documents provided or exchanged in connection with an arbitration under Section 8.2.2 will be confidential. Except with the prior written consent of the other Party or Parties in the Dispute, as applicable, none of the Parties will disclose the existence or content of the Dispute, or the results of any

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dispute resolution process, to third parties other than (a) as may be required by law or legal process after having provided the other Party or Parties with notice thereof and the opportunity to seek a protective order over such information, or (b) to outside counsel and tax, financial, and accounting professionals in connection with the Dispute. 8.4 Equitable Relief. The Parties acknowledge and agree that monetary damages (even if available) may not be an adequate remedy in the event that a Party does not perform the provisions of this Agreement in accordance with their specified terms or otherwise breaches any provisions of this Agreement. Accordingly, and notwithstanding any other provision of this Agreement, any Party will be entitled to seek from the arbitrator or arbitration tribunal, and the arbitrator or arbitration tribunal will be empowered to grant, an injunction, specific performance or other equitable relief (whether preliminary, permanent, temporary, conservatory or otherwise, and including temporary restraining orders) to prevent such breaches of this Agreement and to enforce specifically the terms hereof, in addition to any other remedy to which such Party is entitled at law or in equity. The Party alleging the breach shall not be required to provide any bond or other security in connection with any such award, but the Parties reserve all rights to otherwise contest the propriety of any award of injunctive relief. In addition, and notwithstanding any other provision of this Agreement, any Party will be entitled to seek in a court of competent jurisdiction an injunction, specific performance or other equitable relief to prevent breaches of this Agreement pending an arbitration under Section 8.2.2. ARTICLE IX

GENERAL PROVISIONS

9.1 Entire Agreement; Conflict Among Agreements. This Agreement, together with the SDA, the other Ancillary Agreements and the Exhibits and Schedules hereto and thereto, constitute the entire agreement among the Parties with respect to the subject matter of this Agreement and supersede any prior discussion, correspondence, negotiation, proposed term sheet, agreement, understanding or arrangement with respect to such subject matter, and there are no agreements, understandings, representations or warranties among the Parties other than those set forth or referred to in this Agreement with respect to such subject matter. In the event of any conflict between the provisions of this Agreement and the provisions of the SDA or any other Ancillary Agreement, the provisions of this Agreement shall control, provided, however, that (a) in the event of a conflict between the provisions of this Agreement and the provisions of the Transition Services Agreement, the conflicting provisions of the Transition Services Agreement shall control over the conflicting provisions of this Agreement, and (b) nothing in this Agreement limits any of the representations, warranties or indemnity obligations under the SDA or any other Ancillary Agreement. In the event of any conflict between the provisions of this Agreement and any agreement that was entered into at any time prior to the Effective Time between or among members of different Party Groups that is not an Excluded Agreement, the conflicting provisions of this Agreement shall control. 9.2 Assignment and Change of Control; Successor and Assigns 9.2.1 No Party may directly or indirectly sell, assign or otherwise transfer (whether by asset or stock sale, merger, reorganization or otherwise) any or all of its rights or

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delegate any or all of its obligations under this Agreement without the express prior written consent of the other Parties, except as follows: (a) Otis or Carrier may (i) freely sell, assign or otherwise transfer, in whole or from time to time in part, Assigned Intellectual Property Rights assigned to it hereunder; and (ii) sell, assign or otherwise transfer, in whole or from time to time in part, its rights and obligations under this Agreement (A) to any Affiliate of Otis or Carrier, respectively, (B) to any financing entity, in connection with the grant of a revocable security interest necessary for financing, or (C) to a Person acquiring (whether by asset or stock sale, merger, reorganization or otherwise) all or substantially all of the relevant business of Otis or Carrier, respectively, that agrees to be bound by the terms and conditions of this Agreement; but any such transfer or assignment will not relieve Otis or Carrier, respectively, of any of its obligations hereunder. (b) UTC may (i) freely sell, assign or otherwise transfer, in whole or from time to time in part, Assigned Intellectual Property Rights assigned to it hereunder; and (ii) sell, assign or otherwise transfer, in whole or from time to time in part, its rights under this Agreement (A) to any member of the UTC Group, (B) to any financing entity, in connection with the grant of a revocable security interest necessary for financing, or (C) to a Person acquiring (whether by asset or stock sale, merger, reorganization or otherwise) all or substantially all of the relevant business of UTC that agrees to be bound by the terms and conditions of this Agreement; but any such transfer or assignment will not relieve UTC of any of its obligations hereunder. 9.2.2 Any purported sale, assignment or other transfer in contravention of this Section 9.2 shall be null and void. 9.2.3 Subject to Section 9.2.1 and Section 9.2.2, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors, assigns and transferees. 9.3 Bankruptcy. All licenses granted under this Agreement will be deemed licenses of rights to intellectual property for purposes of Section 365(n) of the United States Bankruptcy Code and a licensee under this Agreement will retain and may fully exercise all of its rights and elections under the United States Bankruptcy Code. 9.4 Amendments and Waivers. This Agreement may not be modified or amended, except by an instrument or instruments in writing signed by the Party against whom enforcement of any such modification or amendment is sought. Any Party to this Agreement may, only by an instrument in writing, waive compliance by the other Parties with any term or provision of this Agreement on the part of such other Parties to this Agreement to be performed or complied with. The waiver by any Party to this Agreement of a breach of any term or provision of this Agreement shall not be construed as a waiver of any subsequent breach. No failure or delay by any Party in exercising any right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. Subject to Section 3.3, the rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

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9.5 Notice. All notices or other communications required or permitted hereunder by a Party shall be in writing to the other Parties at the address provided below (or at such other address as such Party may designate by notice pursuant to this Section 9.5), and shall be deemed given or delivered (a) when delivered personally against written receipt, (b) if sent by registered or certified mail, return receipt requested, postage prepaid, when received, and (c) when delivered by a nationally recognized overnight courier service, prepaid: To UTC: United Technologies Corporation 10 Farm Springs Farmington, CT 06302 Attention: Chief Intellectual Property Counsel To Otis: Otis Worldwide Corporation One Carrier Place Farmington, CT 06032 Attention: Chief Intellectual Property Counsel To Carrier: Carrier Global Corporation 13995 Pasteur Boulevard Palm Beach Gardens, FL 33418 Attention: Chief Intellectual Property Counsel

9.6 Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party hereto. Upon such a determination, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible. 9.7 Counterparts. This Agreement may be executed in one or more counterparts, and by the different Parties in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by electronic means shall be as effective as delivery of a manually executed counterpart of this Agreement. 9.8 Further Assurances. Each Party agrees, upon written request of another Party, to do all acts and execute, deliver and perform all additional documents, instruments and agreements, which may be reasonably required to implement the provisions and purposes of this

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Agreement; provided, however, that, except as expressly set forth in this Agreement, nothing in this Agreement shall be construed as obligating a Party or its Affiliates to deliver any additional Intellectual Property Rights, or any tangible embodiments of any Intellectual Property Rights, to another Party or its Affiliates. 9.9 Interpretation. For the purposes of this Agreement, (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, Exhibit and Schedule are references to the Articles, Sections, paragraphs, Exhibits and Schedules to this Agreement, unless otherwise specified; (c) any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein shall have the meaning as defined in this Agreement; (d) the terms hereof, herein, hereby, hereto and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto, and not to any particular provision thereof; (e) references to $ shall mean U.S. dollars; (f) the word including and words of similar import when used in this Agreement shall mean including without limitation, unless otherwise specified; (g) the word or shall not be exclusive; (h) references to written or in writing include in electronic form; (i) provisions shall apply, when appropriate, to successive events and transactions; (j) the Parties have each participated in the negotiation and drafting of this Agreement 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 any Party by virtue of the authorship of any of the provisions in this Agreement; (k) references to any statute shall be deemed to refer to such statute as amended through the date hereof; (l) references to any Contract are to that Contract as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof; (m) references to an Affiliate of a Party mean current and future Affiliates of such Party; (n) a reference to any Person includes such Person's successors and permitted assigns; (o) any reference to days shall mean calendar days, unless Business Days are expressly specified; and (p) 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. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] [SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, this Agreement has been signed by or on behalf of each of the Parties as of the day first above written. UNITED TECHNOLOGIES CORPORATION By: /s/ Michael R. Dumais Name: Michael R. Dumais Title: Executive Vice President, Operations & Strategy OTIS WORLDWIDE CORPORATION

By: /s/ Michael P. Ryan Name: Michael P. Ryan Title: Vice President, Controller CARRIER GLOBAL CORPORATION By: /s/ Kyle Crockett Name: Kyle Crockett Title: Vice President, Controller

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Question: Highlight the parts (if any) of this contract related to Covenant Not To Sue that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty’s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?

A:
33521
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