These terms and conditions (“Agreement”) shall govern the transaction between Oil States Energy Services, LLC (“OSES”) and the party whose name appears on the front of the Order or Delivery Ticket (“Customer”) with regard to rental of equipment (“Equipment”), and services provided (“Services”) by OSES.  OSES objects to any terms and conditions which alter or amend this Agreement, and no terms and conditions that may be a part of any order, acknowledgement, or any other document submitted by Customer shall be effective to amend or add to these terms and conditions without the written consent of OSES. Customer acknowledges the receipt of this Agreement and agrees to be bound by its terms and conditions.  The allocation of responsibility, indemnity obligations, and exclusions and limitations of damages set forth in this Agreement that apply to an event or condition that occurs during the performance of this Agreement shall survive and shall not be affected by the expiration or termination of this Agreement.

1. CUSTOMER’S DUTY TO INSPECT. Customer has a duty to inspect the Equipment upon delivery and prior to use and shall immediately notify OSES of any defects. Customer acceptance of delivery by the signature of the Customer’s employee or agent on a ticket(s) is

conclusive evidence that Customer has inspected and found the Equipment to be suitable for Customer’s needs and in good condition. Any inspection, testing, or certification of Equipment required by Customer shall be at sole expense of Customer.

2. CHARGES. All Services and Equipment charges are on a daily basis for a calendar day or any part thereof. Customer will be invoiced at the rental or service rates in effect at the beginning of the invoice period. All prices are subject to change without notice. Charges begin when Service personnel or Equipment departs from the OSES shop location (or a nearer point as designated by OSES) and continue until returned to the same shop location or a nearer point designated by OSES, or until OSES is notified that such Equipment is lost or damaged beyond repair. From the time each Service person leaves the OSES shop location until return, Customer will furnish transportation, quarters and meals for OSES personnel or reimburse OSES for reasonable living expenses incurred at cost plus a reasonable markup, and transportation at OSES’s prevailing mileage rates. Customer will pay for all crating, handling and shipping costs and shall arrange for shipment or provide shipping instructions to OSES. Where Customer does not timely furnish shipping instructions or requests that OSES arrange shipment, shipment by OSES will be performed in a commercially reasonable manner, at sole risk of Customer, at OSES’s cost plus not less than ten percent (10%). Prices listed and quoted do not include taxes and OSES reserves the right to add such taxes, if any, to its prices. Services or materials not listed in the OSES price lists shall be charged at actual cost to OSES plus twenty-five percent (25%). The OSES price lists apply to normal operations. On jobs requiring unusual mobilization or Equipment and/or personnel such as blowouts, experimental jobs and other such unusual activities shall be charged at prices negotiated specifically for such project(s).

3.  CANCELLATION. In the event Customer terminates an order for Equipment a restocking charge of the original order may be applied at OSES’s sole discretion.  Upon termination of an order for Services for any reason other than OSES’s failure to perform as agreed,

Customer shall reimburse OSES reasonable costs related to demobilization of personnel and equipment, as well as all costs incurred by OSES as a result of the termination.

4. WARRANTY. OSES warrants that Services and Equipment provided pursuant to this Agreement shall be free from defects in workmanship and materials, comply with the applicable scope of work document, conform to OSES’s published specifications and shall otherwise be supplied in accordance with sound and generally accepted industry practice.  This warranty is exclusive of any other liability, particularly in respect of any damage suffered because of defective Equipment or Services.  In the event that OSES’s Equipment and Services fail to comply with the foregoing standards, OSES shall (i) perform such corrective Services of the type originally performed, provided that OSES is notified in writing by Customer prior to departure of OSES from the worksite and/or (ii) repair or replace Equipment as may be necessary to correct any such deficiencies provided OSES is notified in writing within forty-eight (48) hours of the discovery of such deficiency. Liability will only be accepted if the Equipment was used for the purpose for which it was designed.  The warranty expires ninety (90) days from the date of delivery. OSES shall have no responsibility for the design and/or engineering of the Equipment or Services provided hereunder, even though OSES may have participated in its development, nor for any Customer furnished materials, nor for the labor, freight or travel expenses incurred in replacing or repairing any warranted item. In addition, OSES does not warrant any consumable components.  With regard to materials furnished by third-party suppliers, OSES’s liability for materials furnished by its third-party suppliers shall be limited to the assignment of such third-party supplier’s warranty, if any, to Customer.  THE PARTIES AGREE THAT ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY ARE EXCLUDED.

5.  EQUIPMENT OPERATION/LOSS OR DAMAGE. Customer agrees to return all Equipment to OSES in as good a condition as when dispatched from the OSES shop location, ordinary wear and tear from reasonable use excepted.  Customer assumes all risk of loss, destruction or damage to Equipment from the time it departs the OSES shop location until it is returned to that same shop location, or a nearer point designated by OSES, or until it is declared lost or damaged beyond repair by OSES. Customer shall also be responsible for any loss or damage to Equipment while such Equipment is being loaded upon or attached to any special means of transportation furnished or arranged by the Customer.  Customer agrees to pay OSES the entire cost of any repairs, cleaning or inspections performed, or, if not returned for whatever reason, the respective manufacturer’s current list price for new Equipment. Customer will not use, operate, maintain or store Equipment improperly, carelessly or in violation of any applicable or regulatory or statutory requirements, or use or request that it be used for a purpose or job other than the purpose or job for which it is supplied. As to Services provided by OSES, Customer shall, at its risk and expense, attempt to recover any OSES equipment, tools or instruments which are lost in the well and if such equipment, tools or instruments are not recovered, Customer shall pay OSES its replacement cost new. If OSES’s equipment, tools or instruments are damaged in the well, Customer shall pay OSES the lesser of its replacement cost or the cost of repairs.

6. LIABILITIES, RELEASES AND INDEMNIFICATION.

A. WHENEVER “CUSTOMER GROUP” OR “OSES GROUP” SHALL APPEAR IN THIS SECTION, SAID TERMS SHALL INCLUDE THAT ENTITY (EITHER CUSTOMER OR OSES) AND ITS PARENT, SUBSIDIAR- IES, AFFILIATES, ITS CO-LESSEES, PARTNERS, JOINT VENTURERS, OR CO-OWNERS AT ANY TIER, ITS CONTRACTORS AND SUBCONTRACTORS AT ANY TIER, ITS INVITEES AND THE AGENTS, OFFICERS, DIRECTORS, EMPLOYEES AND REPRESENTA- TIVES OF ALL THE FOREGOING ENTITIES. B. CUSTOMER AGREES TO INDEMNIFY, DEFEND, RELEASE AND SAVE HARMLESS OSES GROUP FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES AND EXPENSES (INCLUDING WITHOUT LIMITATION ALL COSTS, DEMANDS, DAMAGES, SUITS, JUDGMENTS, FINES, PENALTIES, LIABILITIES, ATTORNEYS’ FEES, AND CAUSES OF ACTION OF WHATSOEVER NATURE OR CHARACTER, WHETHER KNOWN OR UNKNOWN, AND INCLUDING WITHOUT LIMITATION CLAIMS, LOSSES AND EXPENSES FOR PROPERTY DAMAGE (INCLUDING ANY EQUIPMENT RENTED BY CUSTOMER FROM OSES WHICH IS IN THE CARE, CUSTODY AND CONTROL OF CUSTOMER), BODILY INJURY, OR DEATH IN ANY WAY, DIRECTLY OR INDIRECTLY, ARISING OUT OF, OR RELATED TO, THE PERFORMANCE OR SUBJECT MATTER OF THIS AGREEMENT AND WHICH ARE ASSERTED BY OR ARISE IN FAVOR OF CUSTOMER GROUP OR ITS EMPLOYEES (AND/OR ANY OF THEIR SPOUSES, RELATIVES, DEPENDENTS, OR ESTATES) AND EXPRESSLY INCLUDING ANY CLAIMS, LOSSES OR EXPENSES ACTUALLY OR ALLEGEDLY CAUSED BY THE SOLE, CONCURRENT OR PARTIAL NEGLIGENCE (OF WHATEVER NATURE OR CHARACTER), FAULT, PRODUCT LIABILITY, BREACH OF CONTRACT, BREACH OF WARRANTY OR STRICT LIABILITY OF OSES GROUP. OSES AGREES TO INDEMNIFY, DEFEND, RELEASE AND SAVE HARMLESS CUSTOMER GROUP (AS DEFINED IN PARAGRAPH A OF THIS ARTICLE) FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES AND EXPENSES (INCLUDING WITHOUT LIMITATION ALL COSTS, DEMANDS, DAMAGES, SUITS, JUDGMENTS, FINES, PENALTIES, LIABILITIES, ATTORNEYS' FEES, AND CAUSES OF ACTION OF WHATSOEVER NATURE OR CHARACTER, WHETHER KNOWN OR UNKNOWN, AND INCLUDING WITHOUT LIMITATION CLAIMS, LOSSES AND EXPENSES FOR PROPERTY DAMAGE (EXCEPT FOR ANY EQUIPMENT RENTED BY CUSTOMER FROM OSES WHICH IS IN THE CARE, CUSTODY AND CONTROL OF CUSTOMER), BODILY INJURY OR DEATH, IN ANY WAY, DIRECTLY OR INDIRECTLY, ARISING OUT OF, OR RELATED TO, THE PERFORMANCE OR SUBJECT MATTER OF THIS AGREEMENT AND WHICH ARE ASSERTED BY OR ARISE IN FAVOR OF OSES GROUP OR ITS EMPLOYEES (AND/OR ANY OF THEIR SPOUSES, RELATIVES, DEPENDENTS, OR ESTATES), AND EXPRESSLY INCLUDING ANY CLAIMS, LOSSES OR EXPENSES ACTUALLY OR ALLEGEDLY CAUSED BY THE SOLE, CONCURRENT OR PARTIAL NEGLIGENCE (OF WHATEVER NATURE OR CHARACTER), FAULT, PRODUCT LIABILITY, BREACH OF CONTRACT, BREACH OF WARRANTY, OR STRICT LIABILITY OF CUSTOMER GROUP.

7. POLLUTION LIABILITY.  CUSTOMER SHALL ASSUME ALL RESPONSIBILITY FOR, INCLUDING CONTROL AND REMOVAL OF, AND PROTECT, DEFEND AND SAVE HARMLESS OSES FROM AND AGAINST ALL CLAIMS, DEMANDS AND CAUSES OF ACTION OF EVERY KIND AND CHARACTER ARISING FROM POLLUTION OR CONTAMINATION WHICH ORIGINATES ABOVE OR BELOW THE SURFACE OF THE LAND OR WATER ARISING DIRECTLY OR INDIRECTLY FROM POLLUTION OR CONTAMINATION IN CONNECTION WITH THE PERFORMANCE OF THIS AGREEMENT (INCLUDING, BUT NOT LIMITED TO, RESERVOIR LOSS OR DAMAGE, PROPERTY DAMAGE RESULTING FROM SUBSURFACE PRESSURE, LOSING CONTROL OF THE WELL AND/OR WELL BLOWOUT, OR DAMAGE OR INJURY DUE TO USE OF RADIOACTIVE MATERIAL), WITHOUT REGARD TO THE CAUSE OR CAUSES THEREOF OR THE NEGLIGENCE, STRICT LIABILITY, OR OTHER FAULT OF ANY PARTY OR PARTIES.

8.  CONSEQUENTIAL DAMAGES. NEITHER OSES GROUP NOR CUSTOMER GROUP SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, CONTINGENT, INCIDENTAL, INDIRECT OR PUNITIVE DAMAGES OF ANY KIND OR CHARACTER, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUES OR PROFIT, LOSS OF PRODUCTION OR PRODUCT, LOSS OF USE, WHICH THE OTHER PARTY MAY FOR ANY REASON AND IN ANY MANNER INCUR AS A RESULT OF THIS AGREEMENT OR THE PERFORMANCE OF ANY PROVISION HEREOF OR WORK HEREUNDER.  THE EXCLUSIONS OF LIABILITY, RELEASES AND INDEMNITIES SET FORTH IN THIS AGREEMENT SHALL APPLY TO ANY CLAIM WITHOUT REGARD TO THE CAUSE THEROF, INCLUDING, WITHOUT LIMITATION, PRE-EXISTING CONDITIONS, WHETHER SUCH CONDITIONS BE PATENT OR LATENT, DEFECT OR FAILURE OF EQUIPMENT, BREACH OF REPRESENTATION OR WARRANTY (EXPRESS OR IMPLIED), STRICT LIABILITY, PRODUCT LIABILITY, TORT, BREACH OF CONTRACT, OR THE NEGLIGENCE OF ANY PERSON (INCLUDING THE INDEMNIFIED PARTY), WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, ACTIVE OR PASSIVE, OR ANY OTHER THEORY OF LEGAL LIABILITY.

9. INTELLECTUAL PROPERTY. The Customer agrees OSES retains all intellectual property rights connected with the Services and/or Equipment provided herein, including any improvements or modifications. Customer further agrees that the Services and/or Equipment are provided by OSES on a strictly confidential basis with regard to any intellectual property or trade secret embodied in or associated with the Services and/or Equipment. The Customer agrees that it will not: photograph in isolation, draw, sketch, deconstruct or reverse engineer any Service and/or Equipment; communicate any information about any Service and/or Equipment to any third party; describe, publish or otherwise make public any information about any Service and/or Equipment; or, seek intellectual property protection for any Service and/or Equipment provided by OSES.  The Customer agrees that any Service and/or Equipment developed or re-engineered in cooperation with OSES shall be the exclusive property of OSES.

10.  INSURANCE. Upon written request, each party shall furnish to the other party certificates of insurance evidencing the fact that adequate insurance to support each party’s obligations hereunder has been secured.  To the extent of each party’s indemnity obligations hereunder, each party agrees that all such insurance policies shall (i) be primary to the other party’s insurance, (ii) include  the other party and its Group (as defined herein) as additional insureds, and (iii) be endorsed to waive subrogation rights against the other party and its Group (as defined herein).

11. FORCE MAJEURE. If either party is unable by reason of Force Majeure to carry out any of its obligations under this Agreement then on such party giving notice and particulars in writing to the other party within a reasonable time after the occurrence of the cause relied upon, such obligations shall be suspended.  “Force Majeure” shall include causes that are not reasonably within the control of the party so affected.

12. CHOICE OF LAW AND VENUE. These Terms and Conditions shall be governed and construed in accordance with the laws of the State of Texas, excluding conflicts of law and choice of law principles. Any dispute under this Agreement shall be subject to the exclusive jurisdiction of the courts located in Harris County, Texas and each party hereby submits to the jurisdiction and venue of such courts and waives any and all objections as to jurisdiction and venue.

13. INVOICE AND PAYMENT. Payment of each invoice for Services and/or Equipment provided hereunder shall be made by Customer to OSES at its office or the location specified in the invoice in such manner as will place OSES in possession of United States currency or equivalent domestic bank demand deposit in the full amount thereof within thirty (30) days following the date of such invoice. Customer shall pay interest on all past due amounts at the lower of (a) one and one-half percent (1.5%) per month or (b) the maximum non-usurious rates permitted by applicable law. Should Customer dispute the accuracy of any portion of the invoice, Customer may not withhold payment of the disputed amount, but shall promptly notify OSES, specifying the amount in dispute and the reasons therefore.  Customer will make timely payment of all amounts, including those in dispute.  The parties will promptly attempt to resolve the dispute and, upon resolution, OSES will promptly pay any amounts due Customer.