TASK DEFINITION: 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.
PROBLEM: 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?

SOLUTION: 57845

PROBLEM: Exhibit 10.1 NOTE: Certain information indicated with [***] in this document has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. MASTER JOINT DEVELOPMENT AGREEMENT This Master Joint Development Agreement (Agreement) is between iBio Inc., a Public corporation, with a location at iBio Inc., 600 Madison Ave, Suite 01601 NY, NY 10022-1735 and Beijing CC-Pharming Ltd. of Beijing, China (CC-Pharming), a Chinese Corporation with a location at Shunyi District, Beijing, China, 101312, each of the foregoing being individually referred to as a Party and collectively as the Parties. WHEREAS, iBio and CC-Pharming wish to establish a long-term working relationship for various joint research and development projects (Projects) related to the development of various products, with the work for each Project to be described in a separate Statement of Work (SOW) agreed by the Parties; WHEREAS, iBio has developed and owns proprietary technology used to produce proteins using proprietary vector systems that support transient gene expression and protein production in plants, and iBio has developed and/or acquired additional proprietary biopharmaceutical technology, cGMP manufacturing expertise (iBio's Technology), and a facility design team that provides capabilities for application to the development of biotherapeutics; and WHEREAS, iBio and CC-Pharming, wish to develop one or more biopharmaceuticals Product(s) (each a Product) based on iBio's proprietary and patented plant-based protein production technology and know-how; WHEREAS, iBio and CC-Pharming wish to develop a long-term, mutually beneficial relationship for the production and sale of biopharmaceuticals in China and to form a collaborative business venture to be majority owned and controlled by CC-Pharming and minority owned by iBio; and NOW, THEREFORE, for good and valuable consideration as stated herein, the sufficiency of which is hereby expressly acknowledged by each Party, iBio and CC-Pharming agree as follows: 1.0 Limited Technology License 1.1 iBio hereby grants to CC-Pharming for the term of this Agreement, a nonexclusive, non- assignable, non-sublicensable, limited right and license to use iBio's Technology in order to manufacture, process, prepare, and obtain regulatory approval for the development and production of Product(s) and work to be performed under this Agreement. Each Product will be set forth in a separate Statement of Work in the form set forth in Appendix A, which will be signed by representatives of each Party with signing authority. Each phase of the project(s) will be subject to the terms and conditions set forth in this Agreement unless otherwise provided for or in a Statement of Work (SOW), including but not limited to project purpose, project phases, and a project budget.

Master Joint Development Agreement iBio CC-Pharming Page 1 of 12

Source: IBIO, INC., 8-K, 3/13/2020





1.2 No right or license is being conveyed to CC-Pharming to export Products or to otherwise use the Technology in any country other than China. 1.3 iBio will work with CC-Pharming to perform a thorough Manufacturing Development Program based from an initial comprehensive two- day charrette to be held at its subsidiary iBio CDMO LLC facility in Bryan, Texas with the goals of CC-Pharming understanding the definitive capital expenditure necessary and initiating a preliminary design for the first Product. iBio will provide an architect, construction supervisor, mechanical engineer and process engineer with knowledge of the iBio CDMO facility currently in operation in Bryan, Texas. 1.4 CC-Pharming hereby expressly acknowledges the validity and highly confidential and proprietary nature of iBio's Technology and technical information, know-how, documents, materials, software, vectors, constructs, trade secrets, and other valuable business or scientific information that iBio will share with CC-Pharming in order to fulfill the purpose of this Agreement, namely, to form a legal structure for a collaborative business venture in which CC-Pharming and iBio shall share revenue from product sales. iBio's double-digit percentage, minority interest in this structure will provide compensation to iBio for providing CC-Pharming with a license to use iBio's Technology and enabling know-how and will provide CC-Pharming with ongoing and mutually agreed technology transfer services relevant to the evolving business and Product(s) of the collaborative venture. 1.5 The parties agree that the first product focus of the joint business collaboration will be a bio-better or bio-similar version of the therapeutic monoclonal antibody, rituximab. iBio will provide all necessary gene expression and vector technology for the transient expression and cGMP manufacturing of this protein in plants and will also provide pilot plant design services, construction consulting, product and process development services, training, quality management system design, and clinical planning and regulatory consulting. The tasks to be conducted in the first stage of the joint business collaboration will apply specifically to the rituximab product candidate but will be applicable, in part, to additional products to be selected by mutual agreement for development, with the timeline for such work to be determined by CC-Pharming. 1.5 Any milestones or completion dates set forth in a Statement of Work will be estimates only, and are not binding on the Parties. 2.0 Coordinators and Governance Terms 2.1 Project Technical Coordinators will be appointed by each the Parties for each Statement of Work. The Project Technical Coordinators will be responsible for exchanging information with the other Party, coordinating any visits and arranging all other matters pertinent to that Statement of Work.

Master Joint Development Agreement iBio CC-Pharming Page 2 of 12

Source: IBIO, INC., 8-K, 3/13/2020





2.2 Agreement Administration. The Agreement administrator for each Party must be contacted regarding all business-related matters, including any proposed modifications to this Agreement, the phasing plan of the SOW, for each project. An iBio Agreement Administrator is to be named on or before the Effective Date of the First Phase of the SOW. A CC-Pharming Agreement Administrator is to be named on or before the Effective Date of the First Phase of the SOW. 2.4 Governance Terms 2.4.1 The Agreement Administrators shall oversee the overall direction and management of this Agreement and to provide guidance and direction when needed, which agreement shall be unanimous. The responsibilities of the Agreement Administrator for iBio and CC- Pharming will include the following: a) Perform oversight for each of the ongoing projects, per phase, under the SOW's. b) Agreement on any modifications to the tasks and responsibilities for an ongoing project under the SOW's, will fall under the oversight of the Agreement Administrators. c) Neither Agreement Administrator is authorized to modify or change any term or condition of the Agreement or the overall scope of work for any SOW. d) Review any disputes between or among the Parties, and, if resolution of the dispute cannot be achieved, escalate the dispute to the Designated Executives of iBio and CC-Pharming. Designated Executive means the executive designated by iBio and by CC-Pharming, who will be responsible for general oversight of the Agreement and for resolving issues that require escalation under this Agreement. iBio and CC-Pharming shall each inform the other of the name and contact information of their respective Designated Executives on or before the Effective Date of the first SOW. 2.4.2 The Agreement Administrators may agree to change the tasks, task responsibilities and milestones as set forth in a Statement of Work, provided the changes do not alter the overall scope of work in a phase of the SOW, which agreement shall not be unreasonably withheld. Any modifications to the overall scope of work of phase of the SOW must be reduced to writing as an amendment to the SOW and signed by authorized representatives of iBio and CC-Pharming. 2.4.3 The Agreement Administrators shall meet regularly as required during the term of this Agreement, but at least two (2) times each calendar year, at a mutually agreeable location, which agreement shall not be unreasonably withheld. The face-to-face meetings may be replaced with conference calls or video conferences upon request by a Party. 2.4.4 The Parties shall be responsible for their own respective costs incurred relating to their participation in oversight meetings.

Master Joint Development Agreement iBio CC-Pharming Page 3 of 12

Source: IBIO, INC., 8-K, 3/13/2020





2.5 Each Party may change its Agreement Administrators, at any time, with written notice to the other Party. 3.0 Costs and Expenses 3.1 Upon execution of this Agreement and acceptance of iBio's proposal for the development of a Plant-Made Rituximab, and in consideration for providing the technology transfer contemplated herein, CC-Pharming shall pay iBio [***], which shall be paid as follows: 3.1.1 First payment of [***] is required to initiate the project: [***]. 3.1.2 Second payment of [***]. Due upon presentation of the following deliverables: a) Detailed design drawings of the pilot plant; b) Schematic design of the commercial facility; c) Purified antibody for pre-clinical testing and development; and d) The quality management system (QMS) development up to and including governance documents and governance standard operating procedures (SOP's). 3.1.3 Final payment of [***], due upon presentation of the following deliverables: a) Detailed Design drawings for the commercial facility; b) Completion of QMS documentation for rituximab including batch records, release documents, and assay SOPs; c) Completion of all training sessions and training documentation; d) Delivery of antibody drug substance for clinical trials; and e) Completion of a chemistry, manufacturing, and controls (CMC) document to support an (investigational new drug application (IND) or equivalent. 4.0 Inventions 4.1 Inventorship of inventions, developments, or discoveries first conceived or actually reduced to practice under this Agreement (Agreement Inventions) will be determined under U.S. Patent Law. All inventions, developments, or discoveries made solely by iBio prior to this Agreement is, and shall be, the sole property of iBio. All inventions, developments, or discoveries made solely by CC- Pharming thereof prior to this Agreement is, and shall be, the sole property of CC-Pharming. 4.2 All rights to inventions, patentable or non-patentable, made solely by employees of iBio during the term of this Agreement shall belong solely to iBio. All rights to inventions, patentable or non-patentable, made solely by employees of CC-Pharming during the term of this Agreement shall belong solely to CC-Pharming. All rights to Agreement Inventions, patentable or non-patentable, made jointly by employees of iBio and employees of CC-Pharming (Joint Inventions) will belong jointly to iBio and CC-Pharming, with inventorship determined as described in 35 U.S.C. § 262 and (Chin Patent Law). The Parties contemplate that each will benefit from Joint Inventions, as such, iBio will be responsible for direct control over the drafting and prosecution of any patents to Joint Inventions, with copy to CC- Pharming. The parties shall share equally in the costs of patent protection for Joint Inventions.

Master Joint Development Agreement iBio CC-Pharming Page 4 of 12

Source: IBIO, INC., 8-K, 3/13/2020





4.3 Each Party shall promptly provide to the other Party a written invention disclosure of each Agreement Invention made by its employees that results directly from the present Agreement for worked performed under the SOWs herein. The other Party agrees to delay making public, by publication or otherwise, until the earlier of (a) the first filing of a patent application claiming the Agreement Invention by the Inventing Party; or (b) six months after the date the Agreement Invention is disclosed to the other Party; or (c) mutual agreement of the Parties that neither will pursue legal protection of an Agreement Invention. 4.5 Each disclosure shall be held in confidence and not revealed to any third party without the written consent of the other Party. The other Party must advise the Inventing Party in writing within 60 days of each disclosure to the other Party whether or not the other Party elects to negotiate a license agreement to obtain commercial rights to such Agreement Invention. In the event that the other Party elects to negotiate for a commercial license to an Agreement Invention, the Parties must initiate negotiation of a license agreement, with negotiations not to extend beyond ninety (90) days from notice of election without the consent of both Parties. The Parties will negotiate in good faith a license containing reasonable business terms common to the other party's field of commercial interest and proposed application. 5.0 Copyrights 5.1 Title to and the right to determine the disposition of any copyrights or copyrightable material first produced or composed in the performance of this research program (Copyright Materials) will remain with the Party whose employees solely created such materials or works of authorship (the Creating Party). Copyright Materials that are jointly created by the Parties shall be jointly owned. Either Party may license and assign its rights to jointly owned Copyright Materials without the consent of or accounting to the other Party, subject to the applicable confidentiality obligations set forth in Section 7 of this Agreement and/or a SOW. 5.2 The Creating Party grants to the other Party a time-limited first right to negotiate a commercial license to use, reproduce, display, and perform commercially valuable Copyright Materials for commercial purposes, and to distribute and/or sublicense such commercially valuable Copyright Materials to third parties. The other Party must advise the Creating Party in writing within sixty (60) days following disclosure or delivery of such commercially valuable Copyright Materials to the other Party whether or not the other Party elects to negotiate a license agreement to obtain commercial rights to the Copyright Materials. In the event that the other Party elects to negotiate for a commercial license to Copyright Materials, the Parties must initiate negotiation of a license agreement, the negotiations not to extend beyond ninety (90) days from notice of election without the consent of both Parties. The Parties will negotiate in good faith a license containing reasonable business terms common to the other Party's field of commercial interest and proposed application.

Master Joint Development Agreement iBio CC-Pharming Page 5 of 12

Source: IBIO, INC., 8-K, 3/13/2020





6.0 Term and Termination 6.1 The term of this Agreement (Term) will begin on the date this Agreement is signed by the last signatory (Effective Date) and remain in effect for [***]; provided, however, that the terms of this Agreement shall remain applicable to any SOW that was executed by the Parties prior to the expiration or termination of this Agreement but whose period of performance extends beyond the expiration or termination of this Agreement. 6.2 The term of any SOW will be as provided in the Statement of Work. 6.3 If either Party to this Agreement fails to perform or violates any material obligation of this Agreement, then, upon thirty (30) days written notice to the breaching Party specifying such failure or violation, the non-breaching Party may terminate this Agreement without liability, unless: (a) the failure or violation specified in the default notice has been cured within the thirty (30) day notice period; or (b) the failure or violation reasonably requires more than thirty (30) days to correct, and the breaching Party has begun substantial corrective action to remedy the failure or violation within the thirty (30) day notice period and diligently pursues such action, in which event, termination shall not be effective unless sixty (60) days has expired from the date of the default notice without such corrective action being completed and the failure or violation remedied. 7.0 Confidentiality 7.1 Except as provided in a Statement of Work and Article 5.3 regarding non-disclosure of Agreement Inventions, any information provided by either Party under this Agreement or under any Statement of Work will be treated as follows. 7.2 Confidential Information includes but is not limited to, technologies, discoveries, inventions, know-how, methods, procedures, trade secrets, business information and other proprietary intellectual property (Information). All such Information is considered by the parties to be secret and confidential and constitutes valuable commercial assets. 7.3 Each of the parties agrees that for five (5) years from the date of disclosure, the receiving Party agrees to limit disclosure of the disclosing Party's Confidential Information to those of the receiving party's employees and contractors, and employees and contractors of its Subsidiaries, who have a need to know it, and the receiving Party agrees to use the same care and discretion to avoid disclosure, publication or dissemination outside of those employees and contractors as the receiving Party does with similar information of its own which it does not desire to publish, disclose or disseminate. 7.4 The receiving Party may disclose Confidential Information if the disclosure is required by law, but the receiving Party must give the disclosing Party reasonably prior notice to allow the disclosing Party an opportunity to obtain a protective order. The obligations of Article 7.3 will not apply to information that is:

Master Joint Development Agreement iBio CC-Pharming Page 6 of 12

Source: IBIO, INC., 8-K, 3/13/2020





a) already rightfully in the possession of the receiving Party or its Subsidiaries without an obligation of confidence; b) independently developed by the receiving Party of its Subsidiaries as evidenced by written documentation; c) publicly available when received by the receiving Party, or becomes publicly available through no fault of the receiving Party or its Subsidiaries; d) disclosed by the disclosing Party without obligation of confidence; or e) inherently disclosed by the receiving Party or its Subsidiaries in the use, distribution or marketing of any product or service. 7.5 The Parties agree that the disclosure of Confidential Information under this Agreement does not limit either Party from assigning or reassigning employees in any way. 7.6 Confidential Information must be identified as Confidential at the time of disclosure, and all material containing Confidential Information must have a restrictive marking. Any Confidential Information disclosed orally or visually must be summarized by the disclosing Party in writing and the writing must be provided to the receiving Party within twenty (20) days after the disclosure. In the case of inadvertent disclosure of Confidential information that was not marked as Confidential, the Disclosing Party has ten (10) business days from the time they discover that the information should have been marked Confidential, to inform the other Party of such a designation, and the parties agree to retroactively mark any such information as Confidential. 7.7 The parties agree that limitations on disclosure of Confidential information under section 7.3 shall last 5 years from signing date. 8.0 Representations, Warranties, Disclaimers and Limitation of Liability 8.1 ANY PROTOTYPES, MATERIALS, COMPONENT PARTS, DESIGNS, SPECIFICATIONS, KNOW-HOW, PROCEDURES, PROCESSES, DATA, INFORMATION, INVENTIONS AND WORK PERFORMED UNDER THIS AGREEMENT BY EITHER PARTY, ARE PROVIDED AS IS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. EACH PARTY SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTY OF NONINFRINGEMENT OF PATENTS, COPYRIGHTS, OR ANY OTHER INTELLECTUAL PROPERTY RIGHT. 8.2 EACH PARTY ALSO SPECIFICALLY DISCLAIMS ANY GUARANTEE THAT IT WILL BE ABLE TO SUCCESSFULLY ACHIEVE THE DESIRED RESULTS REGARDING THE WORK UNDER ANY STATEMENT OF WORK, OR THAT ANY PROTOTYPE(S) WHICH MAY BE DEVELOPED PURSUANT TO THIS AGREEMENT WILL MEET ANY DEVELOPMENT OBJECTIVES, OR ANY REQUIREMENTS OF EITHER PARTY. THE FOREGOING NOTWITHSTANDING, EACH PARTY WILL MAKE REASONABLE GOOD FAITH EFFORTS TO COMPLETE THE ACTIVITIES DESCRIBED IN THE STATEMENTS OF WORK. FAILURE TO ACHIEVE THE DESIRED RESULTS UNDER A STATEMENT OF WORK DOES NOT CONSTITUTE BREACH OF CONTRACT.

Master Joint Development Agreement iBio CC-Pharming Page 7 of 12

Source: IBIO, INC., 8-K, 3/13/2020





8.3 Except for claims arising out of Articles 4.3 and 7.0, or as may be set forth in a SOW, neither Party will be liable for any consequential damages, lost profits, lost savings, loss of anticipated revenue, or any exemplary, punitive, special or indirect damages, even if advised of their possibility. 8.4 CC-Pharming represents and warranties that it shall maintain all of iBio's Technology and technical information, how-how, documents, materials, software, vectors, constructs, trade secrets, and other valuable business or scientific information strictly confidential at all times, and shall take all steps necessary to safe-guard iBio's Technology and technical information with reasonable business care and will be of the same types as currently practiced by iBio to maintain its highly confidential information. 8.5 Equitable Relief for iBio. CC-Pharming acknowledges that a breach by CC-Pharming of this Agreement shall cause iBio irreparable damages, for which an award of damages would not be adequate compensation, and agrees that, in the event of a breach or threatened breach, iBio will be entitled to seek equitable relief, including a restraining order, injunctive relief, specific performance and any other relief that may be available from any court, in addition to any other remedy to which iBio may be entitled at law or in equity. iBio's equitable remedies are not exclusive but are in addition to all other remedies available at law or in equity. 8.6 Attorney's Fees. In the event that any claim, suit, action or proceeding is instituted or commenced by any Party hereto against any other Party arising out of or related to this Agreement, the prevailing Party will be entitled to recover its reasonable attorneys' fees, expert fees, expenses and court costs from the non-prevailing Party. 9.0 General Provisions 9.1 Independent Contractor. Each Party is an independent contractor. Neither Party is, nor will claim to be, a legal representative, partner, franchisee, agent or employee of the other. Neither Party will assume or create obligations for the other. Each Party is responsible for the direction and compensation of its employees. 9.2 Trademarks. Except as otherwise provided herein, this Agreement does not confer any rights to use in advertising, publicity or other marketing activities any name, trade name, trademark, or other designation of either Party hereto, including any contraction, abbreviation, or simulation of any of the foregoing, without prior written agreement, and each Party agrees not to use or refer to this Agreement or its terms in any such activities without the express written approval of the other Party.

Master Joint Development Agreement iBio CC-Pharming Page 8 of 12

Source: IBIO, INC., 8-K, 3/13/2020





9.3 Publication. iBio and CC-Pharming jointly, may publish and present technical presentations subject to Articles 5.2, 7.0 and this Article 9.2. 9.4 Notice. All notices shall be in writing and shall be valid and sufficient if sent by: (a) registered or certified mail, return receipt required, postage prepaid; (b) by facsimile (provided the receipt of the facsimile is evidenced by a printed record of completion of transmission); or (c) by express mail or courier service providing a receipt of delivery. Notice shall be effective upon receipt. The notices shall be addressed to: iBio, Inc. Beijing CC-Pharming Ltd. Robert L. Erwin Kevin Y. Wang President Chairman 600 Madison Ave, Suit 1601 Shunyi Distict New York, NY 10022-1737 U.S.A Beijing, China, 101312 Attn: Rober L. Erwin Attn: Kevin Y. Wang Either Party may change its address by a notice given to the other Party in the manner set forth above. 9.5 Force Majeure. Neither Party shall be liable for any failure or delay in the performance of its obligations under this Agreement if such failure or delay is due to acts of God, acts of the other Party, fire, flood, natural catastrophe, acts of any government or of any civil or military authority, national emergencies, riots, war, insurrection, strikes, or any occurrence beyond the reasonable control of such Party. 9.6 Export Restrictions. Each Party agrees to comply and to reasonably assist the other in complying with applicable government export and import laws and regulations. Further, each Party agrees that unless authorized by applicable government license or regulation, including but not limited to both US and China authorization, both Parties will not directly or indirectly export or re-export, at any time, any technology, software and/or commodities furnished or developed under this or any other, Agreement between the Parties, or its direct product, to any prohibited country (including release of technology, software and/or commodities to nationals, wherever they may be located, of any prohibited country) as specified in applicable export, embargo, and sanctions regulations. This section will survive after termination or expiration of this Agreement and will remain in effect until fulfilled. 9.7 No Implied Licenses. Except as expressly set forth in this Agreement, no license is granted, either directly or indirectly, by implication or estoppel or otherwise, to either Party under any patent, copyright or other intellectual property right of the other Party. 9.8 Assignment. Neither Party may assign its rights or delegate any of its duties under this Agreement without the prior written consent of the other Party. Any unauthorized assignment of this Agreement is void. 9.9 Intent. Neither Party relies on any promises, inducements, representations made by the other, or expectations of more business dealings except as expressly provided in this Agreement. This Agreement accurately states the Parties' agreement.

Master Joint Development Agreement iBio CC-Pharming Page 9 of 12

Source: IBIO, INC., 8-K, 3/13/2020





9.10 Power to Enter Agreement. Each Party represents that it has, or will have, in place appropriate agreements with its employees or others whose services the Party may require, sufficient to enable such Party to comply with all the provisions of this Agreement. 9.11 Independent Parties. Each Party may have similar agreements with others, and may design, develop, manufacture, acquire or market competitive products and services, and conduct its business in whatever way it chooses. Each Party will independently establish prices and terms for its products and services. 9.12 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby so long as the intent of the Parties can be preserved. 9.13 Governing Law. This Agreement is governed by the laws of the State of Texas, without regard to the conflict of laws provisions thereof. Any proceedings to resolve disputes relating to this Agreement shall be brought only in the State of Texas and in a U.S. federal court if there is jurisdiction. The United Nations' Convention on International Sales of Goods does not apply. 9.14 Survival. Any rights and obligations which by their nature survive and continue after any expiration or termination of this Agreement shall survive and continue and shall bind the Parties and their successors and assigns, until such obligations are fulfilled. 9.15 No Oral Modifications. Any amendment or modification of this Agreement shall be in writing and shall be signed by authorized representatives of the Parties. No approval, consent or waiver will be enforceable unless signed by the granting Party. Failure to insist on strict performance or to exercise a right when entitled does not prevent a Party from doing so later for that breach, or a future breach. 9.16 Incorporation. This Agreement, Appendix A and SOW's added as Appendix A-x (where x is the sequential number of the respectively added SOW's) are the complete and exclusive agreement between the Parties regarding the subject matter hereof and supersedes any prior oral or written communications or understandings between the parties related to the subject matter hereof. 9.17 Independent Judgment. The Parties acknowledge that: (a) they had read this Agreement; (b) they understand the terms and conditions of this Agreement; (c) they have had the opportunity to seek legal counsel and advice; (d) are of equal bargaining power; and (e) they have relied on their own judgment in entering into this Agreement. Signature Page to Follow

Master Joint Development Agreement iBio CC-Pharming Page 10 of 12

Source: IBIO, INC., 8-K, 3/13/2020





By signing below, the parties agree to the terms of this Agreement. iBio Inc. Beijing CC-Pharming Ltd. /s/ Robert L. Erwin /s/ Kevin Yueju Wang Name: Robert L Erwin Name: Kevin Yueju Wang Title: President Title: Chairman Date: August 07, 2018 Date: August 08, 2018

Master Joint Development Agreement iBio CC-Pharming Page 11 of 12

Source: IBIO, INC., 8-K, 3/13/2020





APPENDIX A-1

Proposal to Beijing CC-Pharming Ltd. Development of a Plant-Made Rituximab Prepared by iBio, Inc. for Beijing CC-Pharming Ltd., Beijing, China February 24, 2018 [***] Project Agreement Administrators For iBio: Robert L. Erwin For CC-Pharming: Kevin Y. Wang By signing below, the parties agree to the terms of this Statement of Work. IBio CC-Pharming /s/ Robert L. Erwin /s/ Kevin Yueju Wang Name: Robert L. Erwin Name: Kevin Yueju Wang Title: President Title: Chairman Date: August 7, 2018 Date: August 8, 2018

Master Joint Development Agreement iBio CC-Pharming Page 12 of 12

Source: IBIO, INC., 8-K, 3/13/2020 
Question: Highlight the parts (if any) of this contract related to Cap On Liability that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party’s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.

SOLUTION: 20958

PROBLEM: Execution Copy

                       CO-BRANDING AND SERVICES AGREEMENT

         Co-Branding and Services Agreement, effective as of October 1, 1999 (this Agreement), between RSL COM PrimeCall, Inc., a Delaware corporation (PrimeCall), and deltathree.com, Inc. (formerly known as Delta Three, Inc.), a Delaware corporation (DeltaThree).

                              W I T N E S S E T H :

         WHEREAS, PrimeCall is a leading provider and distributor of prepaid calling cards;

         WHEREAS, DeltaThree is a leading on-line provider of Internet Protocol (IP) communications services and utilizes the Internet and networks based on IP to provide telecommunications products and services;

         WHEREAS, each of PrimeCall and DeltaThree desires to co-brand a DeltaThree prepaid IP telephony calling card (the Calling Card);

         WHEREAS, PrimeCall desires to begin selling and advertising its prepaid calling products on-line utilizing the Internet;

         WHEREAS, PrimeCall has agreed to provide to DeltaThree certain services in connection with the Calling Card and DeltaThree has agreed to provide certain services in connection with the development of an on-line business to PrimeCall.

         NOW, THEREFORE, in consideration of the foregoing premises and of the mutual covenants hereinafter contained, the parties hereto hereby agree as follows:

                                    ARTICLE I  [Term]

                                      Term

         Section 1.01. Term. The term of this Agreement shall be effective as of the date first stated above and shall continue for a term of three (3) years, unless terminated earlier in accordance with the provisions of this Agreement (the Term); provided, however, that PrimeCall may elect to terminate this Agreement, upon thirty (30) days' written notice, at any time from and after the time that collectively RSL Communications, Ltd. and/or its Affiliates holds less than fifty percent (50%) of the voting control of DeltaThree's outstanding shares. Affiliate as used in this Agreement shall mean any person directly or indirectly controlling or controlled by or under direct or indirect common control with such person.

                                   ARTICLE II  [Co-Branding of Calling Card and Joint Marketing]

                 Co-Branding of Calling Card and Joint Marketing

         Section 2.01  [Calling Card]. Calling Card. PrimeCall and DeltaThree shall jointly develop a DeltaThree prepaid calling card product (or modify and improve an existing PrimeCall product) which bears the logos of each of DeltaThree and PrimeCall. In order to lower the cost structure and increase the competitiveness of the Calling Card, DeltaThree and PrimeCall shall each use their reasonable best efforts to increase the percentage of the traffic derived from the use of the Calling Card which will be carried via the DeltaThree Network. For purposes of this Agreement, the DeltaThree Network shall mean Internet Protocol (IP) communications services, which utilize the Internet and networks, based on IP to provide telecommunications products and services. It is fully understood that the Calling Card is a DeltaThree product and accordingly all revenues derived therefrom will inure to the benefit of DeltaThree.

         Section 2.02  [On-Line Marketing]. On-Line Marketing. Each of PrimeCall and DeltaThree agree to place, in a prominent location, a link on its home page website to the other's home page website.

         Section 2.03  [Limited License]. Limited License. Throughout the Term of this Agreement, the parties hereby agree to grant to each other a limited license to use each other's proprietary marks solely in connection with the sale, distribution, marketing and promotion of each party's calling cards by the other party. Both parties hereto shall exercise such license in compliance with the quality and other standards established by the party owning such marks. Except as set forth herein, neither party shall use the other party's proprietary marks without the prior, express, written consent of the other party. All rights to either party's proprietary marks shall remain with the owner of the marks.

                                   ARTICLE III  [Services Provided by PrimeCall]

                         Services Provided by PrimeCall

         Section 3.01  [Printing of Calling Cards]. Printing of Calling Cards. PrimeCall shall negotiate and

Source: DELTATHREE INC, S-1/A, 11/2/1999





contract on behalf of DeltaThree for the printing of the Calling Cards. PrimeCall will afford DeltaThree with the benefit of any discount pricing it receives with respect to the printing of its own calling cards. All agreements with respect to the printing of the Calling Cards shall be approved in advance by DeltaThree. DeltaThree shall reimburse PrimeCall for all costs incurred by PrimeCall in connection with the manufacturing and printing of the Calling Cards.

         Section 3.02  [Toll-Free Access Number]. Toll-Free Access Number. PrimeCall shall procure on behalf of DeltaThree a unique toll-free 800 access number for users of the Calling Card. DeltaThree shall be responsible for all costs in connection therewith.

         Section 3.03  [Pricing and Marketing]. Pricing and Marketing. PrimeCall shall provide DeltaThree with pricing and marketing services in connection with the Calling Card, including without limitation, developing a cost structure for the sale of the Calling Cards, pricing specific routes and determining discount rates. DeltaThree shall be responsible for all costs in connection therewith.

                                       2

         Section 3.04  [Sales and Distribution]. Sales and Distribution. PrimeCall's sales force shall assist in selling the Calling Card and PrimeCall shall handle all aspects of the distribution of the Calling Card, including without limitation, the negotiation of agreements with distributors, inventory control, billing and collections. All such agreements shall be approved in advance by DeltaThree. DeltaThree shall be responsible for all costs in connection with such sales and distribution efforts.

         Section 3.05  [Customer Service]. Customer Service. PrimeCall shall negotiate and contract on behalf of DeltaThree to out-source customer service for users of the Calling Card. DeltaThree shall reimburse PrimeCall for all customer service expenses directly related to users of the Calling Card. Notwithstanding the foregoing, the level of customer service shall be subject to the approval of DeltaThree.

         Section 3.06  [Reporting]. Reporting. On or before the tenth day of each calendar month, PrimeCall shall prepare for DeltaThree a report detailing the total revenues and expenses associated with the sale and use of the Calling Cards in the previous month. In the event that DeltaThree disputes any amounts set forth on the report, DeltaThree shall provide PrimeCall with written notice of such dispute, which notice shall detail the reasons for the dispute, within seven (7) days of its receipt thereof. The parties shall negotiate in good faith to resolve any such disputes.

         Section 3.07  [Procedures]. Procedures. The services to be provided by PrimeCall in accordance with this Article III  [Services Provided by PrimeCall] shall be provided to DeltaThree in accordance with reasonable procedures for operation and may be changed from time to time if agreed upon by each of PrimeCall and DeltaThree.

                                   ARTICLE IV  [Services Provided by DeltaThree]

                         Services Provided by DeltaThree

         Section 4.01  [Web Site Development and Services]. Web Site Development and Services. Within three (3) months of the date hereof, DeltaThree shall establish and administrate a PrimeCall web site (the PrimeCall Web Site) in consultation with PrimeCall which will enable PrimeCall to market and sell its calling cards via the World Wide Web and provide on-line support for such sales. The PrimeCall Web Site shall be a fully functional e-commerce site, with all ordering and billing performed on-line. DeltaThree shall provide ongoing upgrades to the PrimeCall Web Site, shall develop a database for the PrimeCall Web Site, and shall oversee all billing, collections and fulfillment for on-line orders. PrimeCall shall establish its own merchant account with Citibank or another accredited United States banking institution and provide DeltaThree with all information pertaining to such account to enable DeltaThree to process all on-line credit card transactions for PrimeCall. PrimeCall shall be fully liable for all charge-backs, refunds and commission payments associated with the processing of PrimeCall's on-line credit card transactions by DeltaThree. DeltaThree shall establish for PrimeCall an on-line interactive center whereby PrimeCall shall be able to monitor the on-line sales of its calling cards. All calling card and pricing information shall be

                                       3

provided by PrimeCall. DeltaThree shall be responsible for all costs and expenses in connection with the operation and maintenance of the PrimeCall Web Site and the services provided pursuant to this Section 4.01  [Web Site Development and Services] shall be provided at no additional cost to PrimeCall; provided, however, that PrimeCall shall be fully responsible for all costs associated with the purchase of hardware, software and domain names related to the PrimeCall website. PrimeCall agrees to cooperate and provide necessary support to assist DeltaThree in providing the services under this Section 4.01  [Web Site Development and Services] and shall be responsible for supplying DeltaThree with the content and graphics (look and feel) of the PrimeCall website. In addition, upon the execution of this Agreement, each party shall appoint an account manager to work directly on the implementation of this Agreement.

         Section 4.02  [Reporting]. Reporting. On or before the tenth day of each calendar month, DeltaThree shall prepare for PrimeCall a report detailing the total

Source: DELTATHREE INC, S-1/A, 11/2/1999





revenues and expenses associated with the sale of PrimeCall's calling cards via the World Wide Web in the previous month. In the event that PrimeCall disputes any amounts set forth on the report, PrimeCall shall provide DeltaThree with written notice of such dispute, which notice shall detail the reasons for the dispute, within seven (7) days of its receipt thereof. The parties shall negotiate in good faith to resolve any such disputes.

         Section 4.03  [Advertising and Promotion]. Advertising and Promotion. In addition to the link provided pursuant to Section 2.02  [On-Line Marketing] hereof, DeltaThree shall develop internet advertisements for PrimeCall and shall provide 500,000 advertising impressions on the DeltaThree home page during each month of the Term of this Agreement in the form of banners, box ads, or the equivalent. DeltaThree shall also conduct certain mutually agreed to targeted e-mail promotions upon the request of PrimeCall. The services provided pursuant to this Section 4.03  [Advertising and Promotion] shall be provided at no additional cost to PrimeCall.

                                  ARTICLE V  [Payments]

                                   Payments

         Section 5.01. Payment Terms. Any amounts due hereunder shall be calculated and paid in U.S. dollars on a monthly basis within twenty-five (25) business days following the receipt of the reports detailed in Sections 3.06  [Reporting] and 4.02  [Reporting] hereof or any other invoices provided for herein. All payments shall be made via wire transfer in accordance with written instructions from the parties.

                                   ARTICLE VI  [Termination]

                                   Termination

         Section 6.01  [Termination for Cause]. Termination for Cause. In the event that either PrimeCall or DeltaThree materially breaches any of its duties or obligations hereunder, which breach shall not be cured within thirty (30) days after written notice is given to the breaching party specifying the breach, then either PrimeCall or DeltaThree, as the case may be, may, by giving written notice thereof to the other, terminate this Agreement as of a date specified in such notice of termination, which

                                       4

date shall be no earlier than ten (10) days after the date of such notice.

         Section 6.02  [Termination for Bankruptcy]. Termination for Bankruptcy. In the event of the Bankruptcy (as hereinafter defined) of either PrimeCall or DeltaThree, then the non-bankrupt party may, by written notice thereof to the party in Bankruptcy, terminate this Agreement as of a date specified in such notice of termination, which date shall be no earlier than ten (10) days after the date of such notice. For the purposes of this Agreement, Bankruptcy shall mean the happening of any of the following: (i) the filing of an application for, or a consent to, the appointment of a trustee for all or substantially all of the relevant party's assets, (ii) the filing of a voluntary petition in bankruptcy, or the filing of a pleading in any court of record admitting in writing the relevant party's inability to pay its debts generally as they come due, (iii) the making of a general assignment for the benefit of creditors, (iv) the entry of an order, judgment or decree by any court of competent jurisdiction adjudicating the relevant party a bankrupt, or appointing a trustee of all or substantially all of such party's assets unless such order, judgment or decree is vacated or stayed on appeal within thirty (30) days or (v) the filing of an involuntary case or other proceeding against the relevant party seeking liquidation, reorganization or other relief under any bankruptcy, insolvency or other similar law, which case or proceeding shall not have been dismissed within sixty days after filing.

         Section 6.03  [Effect of Termination]. Effect of Termination. In the event of the termination of this Agreement, all rights and obligations of PrimeCall and DeltaThree shall terminate as of the effective date of such termination, except that (i) such termination shall not constitute a waiver of any rights that either PrimeCall or DeltaThree may have by reason of a breach of this Agreement, (ii) such termination shall not constitute a waiver of any right to receive payments that are due and owing pursuant to this Agreement and (iii) the provisions of Article VII  [Limited Warranty] shall continue in full force and effect.

                                   ARTICLE VII  [Limited Warranty]

                                Limited Warranty

         Section 7.01  [Disclaimer of General Warranty by PrimeCall]. Disclaimer of General Warranty by PrimeCall. PRIMECALL MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, CONCERNING THE SERVICES PROVIDED HEREUNDER, INCLUDING ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY OR OTHERWISE. IN NO EVENT SHALL PRIMECALL BE LIABLE TO DELTATHREE FOR ANY SPECIAL, INCIDENTIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, REVENUES OR DATA WHETHER BASED ON BREACH OF CONTRACT, TORT OR OTHERWISE, WHETHER OR NOT DELTATHREE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE LIABILITY OF PRIMECALL FOR DAMAGES OR ALLEGED DAMAGES HEREUNDER, WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, IS LIMITED TO, AND WILL NOT EXCEED, DELTATHREE'S DIRECT DAMAGES.

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Source: DELTATHREE INC, S-1/A, 11/2/1999





         Section 7.02  [Disclaimer of General Warranty by DeltaThree]. Disclaimer of General Warranty by DeltaThree. DELTATHREE MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, CONCERNING THE SERVICES PROVIDED HEREUNDER, INCLUDING ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY OR OTHERWISE. IN NO EVENT SHALL DELTATHREE BE LIABLE TO PRIMECALL FOR ANY SPECIAL, INCIDENTIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, REVENUES OR DATA WHETHER BASED ON BREACH OF CONTRACT, TORT OR OTHERWISE, WHETHER OR NOT PRIMECALL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE LIABILITY OF DELTATHREE FOR DAMAGES OR ALLEGED DAMAGES HEREUNDER, WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, IS LIMITED TO, AND WILL NOT EXCEED, PRIMECALL'S DIRECT DAMAGES.

         Section 7.03  [General Network Disclaimer] General Network Disclaimer. NEITHER PARTY REPRESENTS OR WARRANTS THAT ITS NETWORK, GATEWAYS OR, THE SERVICES PROVIDED HEREUNDER ARE COMPLETELY ERROR FREE OR WILL OPERATE WITHOUT PACKET LOSS OR INTERRUPTION NOR DO THEY WARRANT ANY CONNECTION TO OR ANY TRANSMISSION OVER THE INTERNET.

                                  ARTICLE VIII  [Confidentiality]

                                 Confidentiality

         Section 8.01  [Confidentiality]. Confidentiality. PrimeCall and DeltaThree each agree that for the longest period permitted by law each shall hold in strictest confidence and, without the prior written approval of the other party hereto, not to use for their own benefit or the benefit of any party other than the other party hereto, or disclose to any person, firm or corporation other than such party (other than as required by law) any confidential proprietary information concerning the business and affairs of the other party hereto; provided, however, that the foregoing limitations and restrictions shall not apply to information that (i) is or becomes generally available to the public other than as a result of a disclosure by the directors, officers, shareholders, partners, affiliates, employees, agents or advisors of PrimeCall or DeltaThree, as the case may be, or (ii) is or becomes available to PrimeCall or DeltaThree on a non-confidential basis from a source other than the other party hereto or any of its advisors, agents or affiliates, provided that such source is not known by PrimeCall or DeltaThree, as the case may be, to be bound by a confidentiality agreement with or other obligation of secrecy to the other party hereto. Each of PrimeCall and DeltaThree recognize that the absence of a time limitation in this Section 8.01  [Confidentiality] is reasonable and properly required for the protection of the other party hereto and in the event that the absence of such limitation is deemed to be unreasonable by a court of competent jurisdiction, PrimeCall and DeltaThree each agree and submit to the imposition of such a limitation as said court shall deem reasonable.

         Section 8.02  [Confidentiality]. Equitable Remedies PrimeCall and DeltaThree each specifically recognize that any breach of Section 8.01  [Confidentiality] will cause irreparable injury to the other party hereto and that actual damages may be difficult to ascertain, and in any event, may be inadequate. Accordingly

                                       6

(and without limiting the availability of legal or equitable, including injunctive, remedies under any other provisions of this Agreement), each of PrimeCall and DeltaThree agrees that in the event of any such breach, the other party hereto shall be entitled to injunctive relief in addition to such other legal and equitable remedies that may be available. In addition, PrimeCall and DeltaThree each agree that the provisions of Section 8.01  [Confidentiality] shall be considered separate and apart from the remaining provisions of this Agreement and shall be enforced as such.

                                   ARTICLE IX  [Miscellaneous]

                                  Miscellaneous

         Section 9.01  [Further Assurances]. Further Assurances. Each party will, at any time and from time to time after the date hereof, upon the request of the other, do, execute, acknowledge and deliver, or shall cause to be done, executed, acknowledged and delivered, all such other instruments as may be reasonably required in connection with the performance of this Agreement and each shall take all such further actions as may be reasonably required to carry out or further effect the transactions contemplated by this Agreement. Upon request, DeltaThree and PrimeCall will cooperate, and will use their respective best efforts to have their respective officers, directors and other employees cooperate, at the requesting parties' expense, during and after the Term in furnishing information, evidence, testimony and other assistance in connection with any actions, proceedings, arrangements or disputes involving DeltaThree and/or PrimeCall.

         Section 9.02  [Survival of Representations]. Survival of Representations. All statements, certifications, indemnifications, representations and warranties made by the parties to this Agreement in this Agreement or in any certificate or list delivered pursuant hereto, and their respective obligations to be performed pursuant to the terms hereof and thereof, shall survive the Term notwithstanding (a) any examination or audit by or on behalf of any party hereto and (b) any notice of a breach or of a failure to perform not waived in writing.

         Section 9.03  [Notices]. Notices. All notices or other communications required or permitted hereunder shall be in writing and shall be deemed given or delivered (i) when delivered personally or by private courier, (ii) when actually

Source: DELTATHREE INC, S-1/A, 11/2/1999





delivered by registered or certified United States mail, return receipt requested and postage prepaid or (iii) when sent by telecopy (provided, that, it is simultaneously electronically confirmed), addressed as follows:

         If to DeltaThree:

                           430 Park Avenue, 5th Floor                            New York, NY 10022                            Fax No.: 212-588-3674                            Attention: Chief Financial Officer

         With a copy to:

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                           430 Park Avenue, 5th Floor                            New York, NY 10022                            Fax No.: 212-588-3674                            Attention: General Counsel

         If to PrimeCall:

                           430 Park Avenue, 5th Floor                            New York, NY  10022                            Fax No.: (212) 588-3601                            Attention:  President

         With a copy to:

                           430 Park Avenue, 5th Floor                            New York, NY 10022                            Fax No.: 212-588-3601                            Attention: General Counsel

or to such other address as such party may indicate by a notice delivered to the other party hereto pursuant to the terms hereof.

         Section 9.04  [Independent Contractors]. Independent Contractors. At all times the parties hereto shall be considered independent contractors and this Agreement shall not create any agency, partnership or employment relationship between the parties. Except as specifically set forth herein, neither party shall have the right to act for or on behalf of or in the name of the other party.

         Section 9.05  [No Modification Except in Writing]. No Modification Except in Writing. This Agreement shall not be changed, modified, or amended except by a writing signed by the party to be charged and this Agreement may not be discharged except by performance in accordance with its terms or by a writing signed by the party to be charged.

         Section 9.06  [Waivers]. Waivers. The waiver, express or implied, by a party hereto of any rights hereunder or of any failure to perform or breach hereof by the other party shall not constitute or be deemed a waiver of any other right hereunder or any other failure to perform or breach hereof by the other party, whether of a similar or dissimilar nature.

         Section 9.07  [Entire Agreement]. Entire Agreement. This Agreement and all other documents to be delivered in connection herewith set forth the entire agreement and understanding between the parties as to the subject matter hereof and merges and supersedes all prior discussions, agreements and understandings of every kind and nature between them.

         Section 9.08  [Severability]. Severability. If any provision of this Agreement or the application of any provision hereof to any person or circumstances is held invalid, the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected unless the provision held invalid shall substantially impair the benefits of the remaining portions of this Agreement.

                                       8

         Section 9.09  [Assignment]. Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. This Agreement may not be assigned by DeltaThree without the prior written consent of PrimeCall. PrimeCall may assign this Agreement to any affiliate of PrimeCall or in connection with a merger or consolidation of PrimeCall or a sale of all or substantially all of PrimeCall's business. Except as provided in the preceding sentence, this Agreement may not be assigned by PrimeCall without the prior written consent of DeltaThree.

         Section 9.10  [Publicity; Announcements]. Publicity; Announcements. Except to the extent required by law, all publicity related to the transactions contemplated hereby shall be subject to the mutual approval of the parties hereto and, except as otherwise may be required by law, no public announcement of any of the transactions contemplated hereby will be made by either party hereto without the prior written consent of the other party hereto, which consent shall not be unreasonably withheld.

         Section 9.11  [Governing Law]. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to the conflict of laws principles thereof. For purposes of this

Source: DELTATHREE INC, S-1/A, 11/2/1999





Agreement, each party hereby irrevocably submits to the nonexclusive jurisdiction of the courts of the State of New York, sitting in New York County, and the courts of the United States for the Southern District of New York. Each party irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court, any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum and the right to object, with respect to any such suit, action or proceeding brought in any such court, that such court does not have jurisdiction over such party. In any such suit, action or proceeding, each party waives, to the fullest extent it may effectively do so, personal service of any summons, complaint or other process and agrees that the service thereof may be made by certified or registered mail, addressed to such party at its address set forth in Section 9.03  [Notices]. Each party agrees that a final non-appealable judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding.

         Section 9.12  [Captions]. Captions. The captions appearing in this Agreement are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope and intent of this Agreement or any of the provisions hereof.

         Section 9.13  [Third Parties]. Third Parties. There are no intended third party beneficiaries to this Agreement.

         Section 9.14  [Counterparts]. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original.

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         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

                                RSL COM PRIMECALL, INC.

                                By                                   ---------------------------------                                   Name:  Arnold Goodstein                                   Title:  President and CEO

                                DELTATHREE.COM, INC.

                                By                                   ---------------------------------                                   Name: Amos Sela                                   Title:  President and CEO

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Source: DELTATHREE INC, S-1/A, 11/2/1999 
Question: Highlight the parts (if any) of this contract related to Cap On Liability that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party’s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.

SOLUTION:
16406