SCHLUMBERGER TECHNOLOGY CENTERS TERMS AND CONDITIONS FOR PURCHASE OF PRODUCTS AND/OR SERVICES (“PURCHASE T&C’S”) (Customized or Non-customized products and services through SCP or not through SCP) These SCHLUMBERGER TECHNOLOGY CENTERS TERMS AND CONDITIONS FOR PURCHASE OF PRODUCTS AND/OR SERVICES (“Purchase T&C’s”) are the terms and conditions under which Schlumberger Technology Corporation and its Affiliate(s) or any other Schlumberger company and its Affiliate(s) mentioned on the purchase order as the legal entity to which products (“Products”) are sold or services (“Services”) provided, or, if such reference does not appear on the purchase order, any Schlumberger company to which the Products or Services are invoiced (“Schlumberger”) purchases products (“Product(s)”) or services (“Service(s)”) from a supplier (“Supplier”). Schlumberger and Supplier are hereinafter sometimes referred to individually as “Party” or collectively as “Parties”.

4.2 Schlumberger makes no commitment of any kind with respect to a business volume or the like, notwithstanding anything herein to the contrary. ARTICLE 5 – PRICES AND PAYMENT TERMS; AUDIT 5.1 Schlumberger shall pay Supplier the price(s) set out in the Order. 5.2 With respect to Products, the applicable INCOTERM shall be set out in a separate document signed by the Parties to clarify the INCOTERM, packaging and delivery requirements, and any other specific operational requirement(s) mutually agreed upon, or as the case may be, in the Order. With respect to Products requiring test/certification, the applicable prices include the test performance and/or the issue and filing of the required certificates, and Schlumberger’s access and use thereof. 5.3 Supplier warrants that the applicable prices are no more than the prices charged to other customers for contemporaneous sales of similar items, in the same or substantially similar volumes, and under substantially similar terms and conditions. 5.4 Invoices shall be mailed on the date of shipment of the Products or complete performance of the Services (or as otherwise agreed by the Parties in writing) to the address specified in the Order, and shall state the Order number. Payment shall be made by Schlumberger within fifty (50) days from Schlumberger’s receipt of invoice, unless, (i) in Schlumberger’s reasonable opinion, the Products or Services are defective, or fail to conform to the warranties provided hereunder, or (ii) Schlumberger disputes the correctness of the invoice submitted. In such event the Parties shall use their best efforts to promptly settle their dispute. Payments made by Schlumberger shall not constitute acceptance of or be construed as a waiver of any rights Schlumberger may have hereunder for defective or non-conforming Products or Services. Schlumberger may set off any amount owed by Schlumberger to Supplier against any amount owed by Supplier to Schlumberger. As applicable, an early payment discount may be mutually agreed upon in the Order. 5.5 Schlumberger shall have the right, at any time up to four (4) years after completion or cancellation of any Order, to audit Supplier’s books, records and data in any form to verify the compliance with the terms hereof and the correctness of any invoice submitted by Supplier.

ARTICLE 1 – ORDERS; AND TRADITIONAL ORDERS 1.1 Subject to the terms and conditions hereof, Schlumberger may purchase from Supplier the Product(s) and/or Services set forth in a purchase order (“Order”) submitted by Schlumberger, and Supplier may provide the same to Schlumberger. 1.2 The Order shall set out relevant information regarding proper identification of the Products and/or Services. Supplier shall expressly/formally notify its full acceptance or refusal of the Order within five (5) working days from Order submission (unless a different period is agreed upon by the Parties). Orders may be submitted: (i) through “QAD Supply Chain Portal” (“SCP”), the Schlumberger Technology Centers Web Procurement System used by Schlumberger as an electronic, procurement facilitation/communication tool between Schlumberger and its suppliers (“SCP Order”), or (ii) by fax, mail, email, or hand delivery (“Traditional Order”). ARTICLE 2 – APPLICABLE TERMS AND CONDITIONS; ACCEPTANCE OF THE TERMS HEREOF Each Order shall be governed by the terms and conditions contained or referred to herein. The terms and conditions contained or referred to herein shall apply regardless of whether said terms and conditions are referenced in the Order, or any terms and conditions have been provided by Supplier. Supplier’s acceptance of an Order, shipment of the Products (in whole or in part), performance of Services hereunder, or any other method selected or used by Supplier to express its assent to the provisions hereof, shall be deemed to reflect Supplier’s full and unconditional acceptance of the terms and conditions contained or referred to herein. SCHLUMBERGER SHALL NOT BE OBLIGATED TO PURCHASE AND PAY FOR ANY PRODUCTS AND/OR SERVICES WHICH HAVE NOT BEEN INCLUDED IN AN ORDER.

ARTICLE 6 – TAXES 6.1 Except as otherwise agreed by the Parties in writing, the prices (rates of compensation) provided under these Purchase T&C’s shall include all applicable taxes, duties, and levies including, without limitation, those described in Articles 6.2, 6.3, 6.4, and 6.6, paid, payable, levied or assessed on Supplier or any of its employees, agents, subcontractors and similar by the relevant government, arising directly or indirectly for the performance of the Services and/or sale of Products by Supplier under these Purchase T&C’s. 6.2 Supplier shall assume full and exclusive liability for the payment of all taxes (and associated penalties and interest) including, by way of illustration and not limitation, corporate tax, income tax, branch profit tax, capital gains tax, or franchise tax payable, levied, imposed, or assessed upon the revenue, profits, or assumed profits of Supplier arising directly or indirectly from the performance of these Purchase T&C’s. 6.3 Supplier shall assume full and exclusive liability for the payment of all taxes (and associated penalties and interest), including, by way of illustration and not limitation, personal income tax, employment compensation insurance, old age benefits, welfare funds, pensions and annuities, national insurance contributions, social security benefits and disability insurance, and similar charges payable, levied or imposed on any of its employees, subcontractors or agents and arising directly or indirectly from the performance of these Purchase T&C’s. 6.4 Supplier shall assume full and exclusive liability for the payment of all taxes (and associated penalties and interest), including, by way of illustration and not limitation, sales and use tax, value-added tax, customs and import duties and levies and similar charges payable, levied or imposed on the procurement of goods by Supplier or any of its employees, subcontractors or agents and arising directly or indirectly from the performance of these Purchase T&C’s. 6.5 The prices are exclusive of Value Added Tax and/or Sales Tax. Notwithstanding the provisions of Article 6.4, if applicable, Value Added Tax and/or Sales Tax will be added to Supplier’s invoices and such invoices will be presented in accordance with applicable regulations with respect to Value Added Tax and/or Sales Tax.

ARTICLE 3 – ORDER OF PRECEDENCE 3.1 If a separate agreement between Supplier and Schlumberger for purchase of Products and/or Services exists (“Purchase Contract”), that agreement shall apply in place of these Purchase T&C’s. In case of conflict or inconsistency between an Order and these Purchase T&C’s (or the applicable separate agreement(s), if any), the Order shall be superseded. 3.2 For the avoidance of doubt, if a licensing agreement, joint development agreement or other intellectual property-related agreement is/are in place (‘IP Agreement”), said agreement(s) shall still govern the intellectual property-related matters and shall apply in addition to the terms and conditions hereof (or the applicable separate agreement(s), if any). In case of inconsistency between the provisions of IP Agreement and these Purchase T&C’s, IP Agreement shall prevail. 3.3 With respect to SCP Orders, the Schlumberger Technology Centers Computer-Based Information (“CBI”) Access Agreement (“CBI Agreement”) applies in addition to the terms and conditions contained or referred to herein. In case of conflict or inconsistency between the CBI Agreement and these Purchase T&C’s, the latter shall prevail. ARTICLE 4 – NON-EXCLUSIVE RELATIONSHIP; NO COMMITMENT TO BUY 4.1 The relationship between the Parties hereunder shall be nonexclusive. Provided however, if the Products and/or Services are customized for Schlumberger in accordance with Schlumberger’s proprietary specifications and requirements, Supplier shall not sell to others the customized Products and/or provide Services, except as expressly agreed in writing by Schlumberger prior to such sale. Page 1 of 6

SCHLUMBERGER TECHNOLOGY CENTERS TERMS AND CONDITIONS FOR PURCHASE OF PRODUCTS AND/OR SERVICES (“PURCHASE T&C’S”) (Customized or Non-customized products and services through SCP or not through SCP) 6.6 Schlumberger may, without liability to Supplier, withhold any taxes or other government charges or levies from any payments which would otherwise be made by Schlumberger to Supplier to the extent that such withholding may be required by the existing or future legislation, orders, rules or directions of any competent taxing authority. Schlumberger shall provide a receipt in respect of any tax withheld. Where the requirements for any withholding are avoided by Supplier holding an appropriate valid exemption certificate it is the duty of Supplier to: (a) inform Schlumberger on a timely basis that such a certificate is held and to inform Schlumberger of any change to or cancellation of the certificate and; (b) provide copies of the certificate or any other proper documentation evidencing the exemption or any further information that may be required to avoid such withholding. Failure on the part of Schlumberger to withhold or deduct any taxes from Supplier does not remove the liability for those taxes from being declared and paid by Supplier. 6.7 SUPPLIER SHALL DEFEND, INDEMNIFY, AND HOLD SCHLUMBERGER HARMLESS FROM LIABILITY TO ANY COMPETENT AUTHORITY RESULTING FROM SUPPLIER’S FAILURE TO (I) MAKE TIMELY PAYMENT OF OR PAY ANY OF THE CHARGES SPECIFIED IN ARTICLES 6.2, 6.3, 6.4 OR 6.6 ABOVE, INCLUDING INTEREST, PENALTIES AND ANY OTHER LIABILITY ARISING FROM SUCH FAILURE, OR (II) COMPLY WITH THE REPORTING, FILING OR OTHER PROCEDURAL REQUIREMENTS WITH RESPECT TO THEIR PAYMENT. 6.8 In the event that Schlumberger receives a direct request from any governmental authority requesting information regarding Supplier, and upon written request by Schlumberger, Supplier shall provide evidence to confirm Supplier’s compliance with governmental tax reporting and payment obligations.

not to exceed the applicable price for the terminated part of the Order reduced by the price of work not completed (and as the case may be, by the amounts already paid in respect thereof). 7.3 With regard to Services, Supplier shall terminate all work and commitments made under or pursuant to the Order as quickly and effectively as possible and shall provide written proof to Schlumberger that such termination has been accomplished as indicated in the termination notice. Schlumberger shall pay Supplier that percentage of the price corresponding to the percentage of the work performed prior to the notice of termination, less all amounts previously paid, plus actual direct costs reasonably necessitated by the termination. Supplier shall not be paid for any work done after receipt of notice of termination, or for any costs incurred by Supplier’s suppliers or subcontractors which Supplier could reasonably have avoided. 7.4 Schlumberger shall have the right to make changes in an Order, prior to or after its acceptance by Supplier. If said change(s) trigger(s) increased or decreased costs or a longer or shorter period for delivery of Products or provision of Services, or impacts any of the other conditions applicable to the Order as originally submitted, Supplier shall so notify Schlumberger within five (5) working days from Order change(s) receipt (unless a different period is agreed on the Order change). Failure by Supplier to do so shall constitute an unconditional waiver by Supplier to make a claim for adjustment, and be deemed acceptance to perform the Order change under the original applicable conditions. If Supplier so notified Schlumberger, the Parties shall agree on the applicable changes in the original conditions, based upon the supporting documentation submitted by Supplier, and Schlumberger shall elect whether to proceed or not. 7.5 Supplier shall not have the right at any time to make changes in any Order, unless Schlumberger expressly agrees thereto in writing.

ARTICLE 7 – TERMINATION AND CHANGE OF ORDERS 7.1 Schlumberger may cancel an Order, in whole or in part, for convenience or for cause, prior to or after its acceptance by Supplier. The cancellation notice shall specify the extent to which the performance of work related to the Order is terminated, and the time at which such termination becomes effective. Upon receipt of said notice, Supplier shall stop the performance of said work to the extent specified in the notice of termination. Schlumberger may cancel an Order for cause without penalty in the event of Supplier’s default or failure to (i) comply with the terms and conditions hereof (including without limitation the obligation to accept or reject the Order submitted within the time period set forth in Article 1.2), (ii) comply with the specific instructions of an Order accepted by Supplier (including without limitation failure to timely deliver the Products or perform the Services irrespective of whether Supplier provided notice to Schlumberger regarding said non-compliance and irrespective of whether Schlumberger acknowledged receipt of any such notice), (iii) provide reasonable assurance of future performance, or (iv) Supplier becomes bankrupt or insolvent, or if Supplier’s business is placed in the hands of a receiver, assignee, or trustee, whether by voluntary act of Supplier or otherwise, or undergoes any proceeding analogous to the foregoing. Either Party may cancel an Order if a Force Majeure event lasts for more than fifteen (15) consecutive days. 7.2 With respect to Products, if an Order is cancelled by Schlumberger: (a) for cause, irrespective of the type of Products (e.g. standard/non-customized or non-standard/customized), Schlumberger may require Supplier to (i) transfer title to, and deliver to Schlumberger, in the manner, time, and extent directed by Schlumberger, any completed or partially completed Products, materials, parts, tools, designs, fixtures, plans, drawings and information, and transfer contract rights that Supplier acquired for the performance of the terminated part of the Order, and (ii) (if applicable) both disclose and grant to Schlumberger a royaltyfree, assignable and non-exclusive license to use and permit others to use Supplier’s designs, processes, drawings, and technical data to permit completion by Schlumberger of the Order; and if (b) for convenience, the following shall apply: (i) with respect to standard/non-customized Products (not manufactured according to Schlumberger’s proprietary specifications), no payment shall be owed by Schlumberger if said cancellation occurs prior to shipment/delivery of the Products. However, if said cancellation occurs after shipment/delivery of the Products, Supplier shall be paid a reasonable mutually agreed termination charge reflecting the non-recoverable packing and shipment/delivery costs incurred by Supplier, if any; and (ii) with respect to nonstandard/customized Products (manufactured according to Schlumberger’s proprietary specifications), Supplier shall be paid a reasonable mutually agreed termination charge reflecting the work actually performed prior to cancellation,

ARTICLE 8 – WARRANTIES; QUALITY & INSPECTION 8.1 Supplier warrants that the Products shall (i) for a period of twenty four (24) months from the date of delivery to Schlumberger conform to the applicable specifications, or otherwise, if for a lesser period, conform to the applicable manufacturer’s warranty which Supplier shall transfer to Schlumberger, (ii) be merchantable, free from defects in workmanship, materials, manufacture and design, fit for the purposes intended and new (unless otherwise agreed by Schlumberger), (iii) be certified (if applicable), and comply with all applicable laws (including without limitation environmental and safety laws, rules and regulations) and as applicable, Schlumberger’s Quality, Health, Safety and Environment (QHSE) Policy, and (iv) Supplier shall have good and marketable title to all Products delivered to Schlumberger, free from and clear of any liens or encumbrances. 8.2 Supplier warrants that the Services shall be performed (i) by skilled, qualified and experienced personnel, (ii) in a timely, workmanlike, safe and diligent manner, (iii) and in accordance with the customary industry standards. 8.3 The foregoing warranties shall apply to the benefit of Schlumberger, its Affiliate(s), or its or their clients, and shall not be affected by delivery to, or inspection, acceptance or payment by Schlumberger. If any Products delivered are found not to be as warranted, Schlumberger may return the same to Supplier, at Supplier’s expense and risk, for correction, replacement or credit, as Schlumberger may direct. Any Products repaired or replaced shall be warranted to the same extent as Products initially furnished. If any Service(s) is not performed in accordance with the foregoing, Supplier shall re-perform the same and take all such actions as are required to rectify the matter, at Supplier’s expense and risk. The warranties set forth in this Article 8 do not apply in lieu of, but in addition to, all other warranties, terms, representations or guarantees (whether express or implied), and the remedies set forth in this Article 8 do not apply in lieu of, but in addition to, all other remedies available at law, in contract, in equity or otherwise. 8.4 Supplier agrees that before starting the performance hereof, it shall, as applicable, have implemented and documented a Quality Assurance program meeting the requirements of ISO 9001 or of an internationally recognized standard of the same level. 8.5 Supplier shall make a full inspection of the Products specified in an Order prior to shipment; however the same shall be subject to Schlumberger’s inspection and approval prior to acceptance and/or payment. 8.6 Regardless of where/when title to the Products is transferred, the risk of loss of, or damage to, the Products shall pass to Schlumberger upon delivery. Page 2 of 6

SCHLUMBERGER TECHNOLOGY CENTERS TERMS AND CONDITIONS FOR PURCHASE OF PRODUCTS AND/OR SERVICES (“PURCHASE T&C’S”) (Customized or Non-customized products and services through SCP or not through SCP) ARTICLE 12– LIABILITIES AND INDEMNITIES 12.1 SUPPLIER SHALL DEFEND, INDEMNIFY AND HOLD SCHLUMBERGER, ITS AFFILIATES AND ITS AND THEIR EMPLOYEES, OFFICERS, DIRECTORS, REPRESENTATIVES, AGENTS AND INVITEES HARMLESS AGAINST ANY CLAIMS, DEMANDS, CAUSES OF ACTION, JUDGMENTS, PROCEEDINGS, AWARDS, DAMAGES, LOSSES, FINES, PENALTIES COSTS, EXPENSES AND LIABILITIES, INCLUDING LITIGATION COSTS AND REASONABLE ATTORNEY'S FEES (COLLECTIVELY, “CLAIMS”) ARISING OUT OF DEATH, ILLNESS OR INJURY, LOSS, DISAPPEARANCE OR DAMAGE TO PROPERTY, OR OTHER LOSSES OR DAMAGES AS A RESULT OF, OR IN CONNECTION WITH (I) PERFORMANCE OF THESE PURCHASE T&CS; (II) THE NEGLIGENT ACTS OR OMISSIONS OF SUPPLIER OR ANY OF ITS EMPLOYEES, AGENTS, OR CONTRACTORS UNDER THESE PURCHASE T&CS; (III) SUPPLIER’S BREACH OF ANY OBLIGATIONS UNDER THESE PURCHASE T&CS; OR (IV) ANY DEFECTIVE OR ALLEGEDLY DEFECTIVE PRODUCT. 12.2 SUPPLIER SHALL DEFEND, INDEMNIFY AND HOLD SCHLUMBERGER, ITS AFFILIATES AND ITS AND THEIR CLIENTS, EMPLOYEES, OFFICERS, DIRECTORS, REPRESENTATIVES, AGENTS AND INVITEES HARMLESS AGAINST ANY CLAIMS ARISING OUT OF ANY ACTUAL OR ALLEGED INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADEMARK OR OTHER INTELLECTUAL PROPERTY OR PROPRIETARY RIGHT, OR ANY LITIGATION BASED THEREON, WITH RESPECT TO ANY PRODUCTS (OR PART THEREOF), OR USE THEREOF, EXCEPT TO THE EXTENT THAT SUCH INFRINGEMENT RESULTS SOLELY FROM THE MANUFACTURE OF THE PRODUCTS PURSUANT TO DETAILED DESIGNS FURNISHED BY SCHLUMBERGER. THE FOREGOING INDEMNITY IS CONDITIONAL UPON (I) PROMPT WRITTEN NOTICE OF ANY CLAIM TO SUPPLIER, (II) SUPPLIER'S CONTROL OF THE DEFENSE AND SETTLEMENT OF ANY CLAIM, AND (III) REASONABLE COOPERATION AND ASSISTANCE BY SCHLUMBERGER IN THE DEFENSE AND SETTLEMENT OF SUCH CLAIM AT THE EXPENSE OF SUPPLIER. IF ANY PRODUCTS (OR PART THEREOF), OR USE THEREOF, BECOME(S), OR IN SCHLUMBERGER'S OPINION, IS/ARE LIKELY TO BECOME, THE SUBJECT OF AN INFRINGEMENT CLAIM, SUPPLIER SHALL (I) PROCURE FOR SCHLUMBERGER THE RIGHT TO CONTINUE THE USE THEREOF, OR (II) REPLACE OR MODIFY THE SAME SO THAT IT BECOMES NON-INFRINGING (PROVIDED THE SAME LEVEL OF FUNCTIONALITY IS MAINTAINED). SUPPLIER SHALL ALSO BE LIABLE FOR ANY DAMAGES ASSESSED AGAINST SCHLUMBERGER, ITS AFFILIATES OR ITS OR THEIR CLIENTS ARISING OUT OF THE USE OF THE SAME PRIOR TO THE DATE UPON WHICH SUPPLIER PERFORMED ANY OF THE FOREGOING REMEDIAL ACTIONS, AS SET FORTH ABOVE. 12.3 SUBJECT TO SECTION 12.4 BELOW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY PUNITIVE, INDIRECT, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES SUSTAINED BY THE OTHER OR ITS AFFILIATE IN CONNECTION WITH THE PERFORMANCE OF THESE PURCHASE T&CS OR ANY ORDER, INCLUDING WITHOUT LIMITATION, BUSINESS INTERRUPTIONS, LOSS OF PROFITS, LOSS OF REVENUES, LOSS OF USE OF ASSETS AND LOSS OF CONTRACTS, REGARDLESS OF WHETHER THE LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY, BREACH OF WARRANTY OR OTHERWISE, AND EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. 12.4 THE LIMITATIONS OF LIABILITY SET FORTH IN SECTION 12.3 DO NOT APPLY TO LIABILITY ARISING FROM: (A) SUPPLIER’S DUTY TO INDEMNIFY SCHLUMBERGER AND ITS AFFILIATES FOR THIRD-PARTY CLAIMS UNDER THESE PURCHASE T&CS; (B) SUPPLIER’S BREACH OF ITS OBLIGATIONS IN SECTION 11.3 OR ARTICLE 14; OR (C) FRAUD.

8.7 If after delivery of the Products to Schlumberger, the Products are sent back to Supplier’s facility for Supplier to assess the need and cost of repairs not covered under the warranty (if any), the risk of loss of, or damage to, such Products while at Supplier’s facility (excluding the transport phase to and from said facility, unless otherwise agreed by the Parties) shall be borne by Supplier. ARTICLE 9 – PACKING; SHIPMENT; DELIVERY 9.1 Unless otherwise specified, all Products shall be packed, marked and otherwise prepared for shipment in a manner which (i) complies with applicable regulations, (ii) is acceptable to common carriers, (iii) provides necessary lifting, handling, and shipping information (and other relevant information identified by Schlumberger), (iv) is adequate for storage and protection against weather, and (v) is appropriate to ensure safe arrival of the Products at the named destination, in good condition. In addition, if specific export packing requirements exist for a particular Product, Supplier has to ensure that adequate packaging and documentation is furnished. 9.2 Schlumberger reserves the right to select the means of transport and carrier for shipment of the Products. 9.3 All deliveries shall be made during normal business hours on the scheduled delivery date, unless otherwise agreed to by Schlumberger, at the place indicated in the Order. Partial deliveries shall not be accepted without Schlumberger's prior authorization. ARTICLE 10 – LIENS Supplier agrees that it shall not allow any liens to attach to the Products and/or any property of Schlumberger, and it shall furnish, upon request, receipts and releases showing that all related costs and expenses have been paid. SUPPLIER SHALL INDEMNIFY AND HOLD SCHLUMBERGER HARMLESS FROM ANY AND ALL SUCH LIENS AND/OR CLAIMS. ARTICLE 11 – INTELLECTUAL PROPERTY RIGHTS 11.1 Supplier hereby grants to Schlumberger, without further cost to Schlumberger, an irrevocable, non-exclusive and royalty-free license to make, have made, use, and sell products embodying any and all inventions and discoveries which may be made, conceived or actually reduced to practice in connection with the performance of an Order. 11.2 If Schlumberger furnishes specifications, requirements, designs and the like to Supplier for the manufacture of the Products, Supplier acknowledges and expressly agrees that Schlumberger is and remains the sole and exclusive owner of all such specifications, requirements, designs and the like, and of all improvements, modifications, derivative works and intellectual property rights therein. Supplier further acknowledges and expressly agrees that Schlumberger is and remains, or shall be, the sole and exclusive owner of all improvements in, modifications to, and/or derivative works of, all such specifications, requirements, designs and the like, and intellectual property rights therein, which improvements, modifications and/or derivative works are made, developed, conceived or actually reduced to practice solely or jointly by Supplier. Supplier hereby grants, assigns and transfers to Schlumberger (without further cost to Schlumberger) all rights (present or future), title and interest in and to said improvements in, modifications to, and/or derivative works of, such specifications, requirements, designs and the like, and intellectual property rights therein, and shall cause its employees, consultants, contractors and/or agents (and their employees) to grant, assign and transfer to Supplier or Schlumberger (without further cost to Schlumberger) all their rights (whether present or future), title and interest in and to, the foregoing. 11.3 If Schlumberger provides special tools (or dies, molds or patterns) involving Schlumberger’s confidential information for the performance of an Order, the same shall be the property of Schlumberger, kept confidential, used only for the production of the Products for Schlumberger, and returned in good condition (normal wear and tear excepted) to Schlumberger (or destroyed, at Schlumberger’s discretion) upon the completion or cancellation of the Order. If special tools have been used to perform an Order and charged to Schlumberger, title thereto shall, at Schlumberger’s discretion, vest in Schlumberger.

ARTICLE 13– INSURANCE 13.1 Supplier's indemnity obligations set forth herein shall be supported, but in no way limited, by appropriate insurance policies, acceptable to Schlumberger, including at least the following policies or equivalents thereto: (a) Comprehensive General Liability including but not limited to Contractual Liability Page 3 of 6

SCHLUMBERGER TECHNOLOGY CENTERS TERMS AND CONDITIONS FOR PURCHASE OF PRODUCTS AND/OR SERVICES (“PURCHASE T&C’S”) (Customized or Non-customized products and services through SCP or not through SCP) Cover, with limits in respect of bodily injury and/or property damage of not less than two million US Dollars (US$2,000,000) per occurrence; (b) Workman’s Compensation in compliance with local statutory requirements, and/or Employer’s Liability with limits of not less than one million US Dollars (US$1,000,000) per occurrence; and (c) as applicable, Automobile Liability as may be required by statute or similar regulations in the country of operations. 13.2 Said policies shall be taken out by Supplier at its cost, with a reputable insurance company, and shall be evidenced by insurance certificates to be provided upon Schlumberger’s request. Said policies shall name Supplier’s clients as additional insured, but Schlumberger may only benefit from said status to the extent of the liabilities assumed by Supplier hereunder (except for Workman’s Compensation), and shall be endorsed to provide that (i) no insurance policy shall be cancelled or materially changed without thirty (30) days prior written notice to Schlumberger, and (ii) Supplier's insurers shall waive their rights of subrogation against Supplier’s clients, but Schlumberger may only benefit from said waiver to the extent of the liabilities assumed by Supplier hereunder.

otherwise holding a legislative, administrative or judicial position at any Public Body; or (d) any director, officer or employee of any public international organization (e.g. the UN or World Bank). Government Official also includes immediate family members of anyone described above. (b) “Public Body” means any central or local government, or any ministry, department, agency or instrumentality of, or entity owned or controlled by, a government (e.g., a National Oil Company). 15.2 Supplier undertakes: (a) to conduct its business in performing these Purchase T&C’s in a way that is consistent with the principles set out in the Schlumberger Code of Conduct (available upon request or at http://www.slb.com/about/codeofconduct.aspx) and with the obligations set out below; and (b) for the duration of these Purchase T&C’s, to maintain and enforce its own policies and procedures relating to business ethics, to ensure compliance with the Relevant Requirements (as defined below) and consistent with the Schlumberger Code of Conduct. 15.3 Supplier warrants, represents and agrees that: a) in obtaining these Purchase T&C’s it has complied, and in performing these Purchase T&C’s it shall comply, with all applicable laws, statutes, regulations and orders relating to anti-bribery, anti-corruption, competition and trade control (“Relevant Requirements”); b) it shall not provide gifts or entertainment to Schlumberger’s employees: (i) above a nominal value of two hundred US Dollars ($200) or the equivalent in local currency or in any manner that is deemed excessive or extravagant; or (ii) in the case of an event (including sporting or other entertainment events), where Supplier does not attend; c) it shall ensure that any payment or advantage made or given to anyone on behalf, or for the benefit, of Schlumberger is properly and accurately recorded in Supplier’s books and records, including the amount or value, purpose and receipt, which records shall be maintained with supporting documentation and provided to Schlumberger upon reasonable request; d) to the best of its knowledge, it has no Government Officials as officers, employees or direct or indirect owners of Supplier as at the date of these Purchase T&C’s; e) it shall immediately notify Schlumberger in writing: (i) of any request or demand for any undue financial or other advantage of any kind received by Supplier in connection with the performance of these Purchase T&C’s; (ii) on becoming aware of or suspecting that a Government Official is or becomes an officer or employee of Supplier or acquires a direct or indirect interest in Supplier; and/or (iii) on becoming aware of or suspecting that there has been any breach of this Article 15. f) it shall be liable and responsible to Schlumberger for any act or omission committed by any officer, employee or agent of Supplier in breach of this Article 15. 15.4 Where there has been a breach of this Article 15, Schlumberger may: (a) terminate these Purchase T&C’s in writing with immediate effect at no cost, liability or penalty to Schlumberger and without prejudice to any other rights or remedies that it may have accrued under or in connection with these Purchase T&C’s or at law; and (b) retain such amounts owed to Supplier as Schlumberger reasonably believes necessary to compensate and/or set-off any loss or liability it has or will suffer as a result of Supplier’s breach of this Article 15. If the liabilities to be set-off are expressed in different currencies, Schlumberger may convert either liability in its discretion at a market rate of exchange. Upon termination pursuant to this Article 15.4, Supplier shall not be entitled to claim compensation or any further remuneration 15.5 Where applicable, Supplier shall ensure that there is a written contract between Supplier and any of its subcontractors supplying services or goods in connection with these Purchase T&C’s, which imposes terms equivalent to those imposed on Supplier in this Article 15 (“Relevant Terms”). Supplier shall be responsible for the observance and performance of the Relevant Terms, and shall be directly liable to Schlumberger for any breach of any of the Relevant Terms. 15.6 TO THE EXTENT PERMITTED BY LAW, SUPPLIER SHALL INDEMNIFY SCHLUMBERGER AGAINST ANY ACTIONS, CLAIMS, PROCEEDINGS, DEMANDS, LOSSES, LIABILITIES, DAMAGES, COSTS (INCLUDING LEGAL FEES), FINES, PENALTIES AND/OR EXPENSES SUFFERED OR INCURRED BY SCHLUMBERGER AS A RESULT OF ANY BREACH OF THIS ARTICLE 15 BY SUPPLIER OR ANY BREACH OF THE RELEVANT TERMS.

ARTICLE 14 – CONFIDENTIALITY 14.1 Supplier acknowledges that during the performance of an Order, any information of Schlumberger or its Affiliate, disclosed to, or obtained by, Supplier or its Affiliate as a result of said performance shall be deemed confidential and proprietary to Schlumberger (“Confidential Information”). 14.2 Supplier agrees (i) to treat as secret and confidential, and (ii) not to, at any time during the performance hereof and for ten (10) years thereafter, disclose, or distribute, or publish, or copy, or reproduce, or sell, or lend, or manipulate, or otherwise make use of, or permit use to be made of, any Confidential Information, except for the purpose of performing the Order and except with Schlumberger’s prior written consent. Supplier agrees to disclose the Confidential Information, in whole or in part, only to Supplier’s officers, directors and employees strictly on a need-to-know basis, and with respect to customized Products, only to such officers, directors and employees who shall have agreed in writing to a non-disclosure agreement with no less restrictive terms than the ones hereof. With respect to customized Products, if Supplier desires to utilize persons who are not its employees for the performance of the Order, Supplier agrees to obtain Schlumberger’s prior written consent and a prior written non-disclosure agreement with terms no less restrictive than the ones hereof, from each such persons. Schlumberger shall have the right to audit said written non-disclosure agreements. 14.3 The foregoing shall not apply to any Confidential Information that (i) can be shown to have been previously known to Supplier at the time of disclosure, (ii) is independently developed by Supplier without breach of these Purchase T&C’s, (iii) is lawfully obtained from a third party without restriction on use or disclosure, (iv) is or becomes part of the public domain through no fault of Supplier, or (v) is disclosed pursuant to any judicial or governmental requirement or order, provided that Supplier takes reasonable steps to give Schlumberger sufficient prior notice in order to contest such requirement or order. 14.4 Supplier shall use the same degree of care to avoid unauthorized disclosure of the Confidential Information as it employs with respect to its own confidential/proprietary information of like quality and nature, but employing no less than a reasonable standard of care. 14.5 Supplier expressly acknowledges that the disclosure made by Schlumberger does not grant Supplier any right other than the limited right to use the Confidential Information for the performance of an Order/these Purchase T&C’s (and nothing contained herein shall be construed as granting or conferring any rights to Schlumberger’s trademarks, inventions, copyrights, patents or the like). 14.6 Upon expiry or termination of these Purchase T&C’s for whatever reason, Supplier shall return all Confidential Information to Schlumberger. 14.7 Supplier shall not advertise or publish the fact that Schlumberger has contracted with Supplier, nor use Schlumberger’s name in any advertisement, publication, brochure or website. ARTICLE 15 - BUSINESS CONDUCT 15.1 For the purpose of this Article 15: (a) “Government Official” means: (a) any director, officer or employee of a Public Body or any person acting in an official capacity on its behalf; (b) any officer, employee or candidate of any political party or faction; (c) anyone Page 4 of 6

SCHLUMBERGER TECHNOLOGY CENTERS TERMS AND CONDITIONS FOR PURCHASE OF PRODUCTS AND/OR SERVICES (“PURCHASE T&C’S”) (Customized or Non-customized products and services through SCP or not through SCP) ARTICLE 16- TRADE CONTROL 16.1 All Products and information that are the subject matter of these Purchase T&C’s shall be exported under the control of Schlumberger, unless otherwise agreed upon by the Parties. The Parties shall not act in manner which may cause either Party to be in violation of applicable United States trade laws and regulations, including but not limited to the Export Administration Act of 1979. 16.2 Without limitation to the generality of the foregoing, both Parties shall strictly comply with, and adhere to, all applicable U.S. and non-U.S. laws and regulations pertaining to environment, health and safety, economic sanctions laws, trade, import and export control. Specifically, both Parties covenant that neither Party shall directly or indirectly sell, provide, export, reexport, transfer, divert, loan, lease, consign, or otherwise release or dispose of any equipment, product, commodities, services, software, source code, or technology received under these Purchase T&C’s to or via any individual, entity, or destination, or for any use prohibited by the laws or regulations of the United States or any other applicable jurisdiction without having obtained prior authorization from the competent governmental authorities as required by all such laws and regulations. Notwithstanding any other provision of these Purchase T&C’s, both Supplier and Schlumberger shall refrain from taking and shall not take or be required to take any action prohibited or penalized under the laws of the United States or any applicable jurisdiction. Supplier shall provide Schlumberger with the Export Commodity Classification Numbers (“ECCN”), Harmonized Tariff Classifications (“HTC”), and Country of Origin information for each Product. The Supplier shall also provide any additional information that may affect the movement, classification, or treatment of the Product upon import or export, including whether the Product is eligible for preferential tax or tariff treatment (such as preferential certificates of origin as governed by any applicable bi-lateral or regional free trade agreements). For those Suppliers with Catalogs, the Supplier shall provide the ECCN, HTC, and Country of Origin as part of the catalog completion. If no catalog, Supplier shall provide the required information on the invoice and other related documentation unless requested by Schlumberger at an earlier point in the transaction. 16.3 When Schlumberger is responsible for exporting Supplier’s Products, Schlumberger shall undertake to determine any export license requirements, to obtain any required export license or other export authorization, and to carry out the required customs formalities for the Products it is purchasing from Supplier. Supplier shall provide Schlumberger with all necessary information required to obtain an export license for Supplier’s Products. Schlumberger shall remain liable to accept and pay for material if licenses are not granted or are revoked, to the extent such denial of license application or revocation is not the result of Supplier’s actions or inactions. Schlumberger shall also obtain any required import documents, including but not limited to import permits and import licenses. With respect to Products exported from the U.S., Schlumberger shall authorize its U.S. agent (which term shall not include Supplier) in writing to act on its behalf. Upon Supplier’s request, Schlumberger shall provide or cause its U.S. agent to provide Supplier a copy of the electronic export declaration filed in connection with the export of Products purchased from Supplier. 16.4 For a minimum of five (5) years (longer if required by any applicable law), Supplier shall retain all records pertaining to licensing of the Products and information that are the subject matter of these Purchase T&C’s. 16.5 Upon reasonable notice, Schlumberger shall have the right to audit Supplier’s records documenting its compliance with the terms of these Purchase T&C’s.

military authority, governmental orders, war, fire, explosion, labor unrest (except if limited to the Party affected) or epidemic (“Force Majeure”). The Party affected shall promptly notify the other Party and make reasonable efforts to mitigate the effects of Force Majeure with reasonable dispatch. 17.4 These Purchase T&C’s shall not be construed as creating a joint venture, partnership or the like. Neither Party shall act or be deemed to act on behalf of the other Party (or its Affiliates), or have the right to bind the other Party (or its Affiliates). Each Party shall remain an independent entity, and act as an independent contractor. Supplier shall provide all personnel, equipment and materials required for the performance of the Services, unless otherwise agreed by the Parties. 17.5 Supplier warrants that no applicable laws or regulations shall be violated in the manufacture or sale of the Products or performance of the Services contemplated hereunder, and that Supplier shall comply with, and adhere to, all applicable laws and regulations which may apply to Supplier in connection with these Purchase T&C’s. In addition, as required, Supplier shall obtain and maintain all licenses and permits required under applicable laws and regulations to perform the Services. SUPPLIER SHALL DEFEND, INDEMNIFY, HOLD SCHLUMBERGER HARMLESS AGAINST ANY CLAIMS ARISING OUT OF OR RELATED TO COMPLIANCE WITH SUCH LAWS OR REGULATIONS, MONITOR ITS COMPLIANCE WITH THE FOREGOING AND PROVIDE SCHLUMBERGER PROOF OF SUCH COMPLIANCE UPON REQUEST. 17.6 Neither Party shall, without the prior written consent of the other Party, have the right to assign its rights and obligations under these Purchase T&C’s, and any purported assignment, without such consent, shall be null and void. However, Schlumberger shall have the right to assign, in whole or in part, its rights and obligations under these T&C’s to any of its Affiliates. These T&C’s shall be binding upon Schlumberger and Supplier and their respective successors and permitted assigns. Supplier shall be responsible for the performance, acts and omissions of its subcontractors as if their performance, acts or omissions were its own performance, acts or omissions. 17.7 SUPPLIER ACKNOWLEDGES THAT TIME IS OF THE ESSENCE IN RELATION TO THE TIMING OF ANY SERVICE PERFORMANCE OR PRODUCT DELIVERIES. 17.8 These Purchase T&C’s shall be governed by, and construed in accordance with, the laws of (i) the state of Texas (USA) for agreements entered into in the United States, (ii) the province of Alberta (Canada) for agreements entered into in Canada, (iii) France for contracts entered into in France, and (iv) England (UK) for all other contracts entered into outside the United States, Canada, and France, excluding any conflict of laws principle that would refer to the laws of another jurisdiction. 17.9 Any dispute that cannot be settled amicably shall be resolved by arbitration, which shall be the exclusive method of formal dispute resolution under these T&C’s. Such arbitration shall be held in the English or French, as agreed upon by the Parties, at a mutually agreeable location in accordance with the (i) commercial arbitration rules of the American Arbitration Association for contracts entered into in the United States, (ii) National Arbitration Rules of the ADR Institute of Canada for contracts entered into in Canada, and (iii) rules of conciliation and arbitration of the International Chamber of Commerce for all other contracts entered into outside the United States, and Canada. Nothing herein shall, however, prohibit a Party from seeking temporary or preliminary injunctive relief in a court of competent jurisdiction. The Parties expressly consent to arbitration and waive any right of appeal to any court from any arbitral award (which shall be final and binding upon the Parties). 17.10 Notices shall be sent by registered mail return receipt requested, fax, or in person. 17.11 The rights and remedies of Schlumberger hereunder are not exclusive, and apply in addition to any other rights and remedies available at law, in contract, in equity or otherwise. 17.12 Where applicable, Schlumberger shall provide Supplier with the “GOLD Supplier Guidelines” manual or its successor to facilitate the performance of the Order, and more particularly, clarify processes used. Said manual is provided as a facilitating tool (it contains, for example, information on payment), and is not intended to be legally binding between the parties. 17.13 These Purchase T&C’s embody the entire agreement between the parties with respect to the subject matter hereof, and prevails over any previous oral or written understandings, commitments or agreements pertaining to the subject matter hereof (except as otherwise stated in Articles 3.1 and 3.2). Schlumberger reserves the right to update these Purchase T&C’s; said

ARTICLE 17 – DEFINITIONS; GENERAL LEGAL PROVISIONS 17.1 Affiliate” of a Party means an entity that controls or is controlled by that Party, or an entity that is controlled by the same entity that controls the Party. Control means having the right to decide, directly or indirectly, the manner of exercising more than fifty percent (50%) of the votes in a general meeting of an entity or more than fifty percent (50%) of the votes in a meeting of the executive body of an entity. 17.2 “Working days” shall mean working days in the country where the Order is performed. 17.3 Neither Supplier, nor Schlumberger, shall be liable for delay or nonperformance of its obligations hereunder (or part thereof) if the cause of delay or non-performance is an event which is unforeseeable, beyond the control of the Party affected, including without limitation acts of God, acts of civil or Page 5 of 6

SCHLUMBERGER TECHNOLOGY CENTERS TERMS AND CONDITIONS FOR PURCHASE OF PRODUCTS AND/OR SERVICES (“PURCHASE T&C’S”) (Customized or Non-customized products and services through SCP or not through SCP) revised/updated versions shall only apply to Orders placed once the same shall have been communicated to Supplier. 17.14 Any provision herein which in any way contravenes applicable laws or regulations shall be deemed severable to the extent of such contravention, and the legality, validity or enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby. The provisions hereof shall, to the extent legally possible, prevail (and to the extent legally impossible, be amended accordingly). The Parties shall promptly negotiate to restore the provisions hereof as near as possible to its original intent and economic effect. 17.15 The provisions hereof which by their nature are intended to survive the expiry or termination of any Order (including without limitation warranty, indemnity/liability and confidentiality provisions) shall remain in full force and effect after said expiry or termination. 17.16 The headings contained herein are for convenience of reference only. 17.17 The terms and conditions contained herein may not be discharged in whole or in part by waiver, renunciation, or failure of enforcement, unless specifically agreed to in writing by the Party to which said terms and conditions benefit.

Supplier: ____________________________________________________ By: Print Name: Title: Date:

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