Shaping the Passive Seismic industry of tomorrow

1. Tenzor Geo Ltd, a Company registered in Scotland with Company Number SC587661 and having its registered office at 31 – 33 Union Grove, Aberdeen, AB10 6SD (hereafter Tenzor Geo); and

2. [Your Company Name] of [Your Company Address] (hereafter Partner).

Tenzor Geo and Partner agree as follows:

Affiliate means in relation to either party any entity that from time to time, directly or indirectly controls, is controlled by, or is under common control with that party, or that is a successor (including, without limitation, by change of name, dissolution, merger, consolidation, reorganization, sale or other disposition) to any such entity or its business and assets. An entity will be deemed to control another entity if it has the power to direct or cause the direction of the management or policies of such entity, whether through the ownership of voting securities, by contract or otherwise.

Business Purpose means discussions relating to Tenzor Geo introduction, including but not limited to its structure, technology, processes, clients, counterparties, project, plans, etc. Group means each contracting party and its respective advisers, agents and representatives from time to time and its Affiliates and their respective advisers, agents and representatives from time to time.

Information means information in any form (including, without limitation, methodology, software and computer outputs) which is not excluded under clause 4 below, whether written or oral, of a business, financial or technical nature which is marked or otherwise indicated as being or is, or ought reasonably to be, known to be confidential and which is disclosed by one party to this Agreement (the Disclosing Party) or any member of its Group to the other party (the Receiving Party) or any member of its Group or otherwise come to its attention during the parties’ involvement in the Business Purpose. Information includes information relating to the involvement of either party’s Group in the Business Purpose.

1. The Receiving Party agrees:

(a) to hold the Information in confidence and, not without the Disclosing Party’s prior written consent, to disclose any part of it, to any person other than those directly concerned with the Business Purpose and whose knowledge of such Information is essential for such purposes. The Receiving Party will ensure that those persons comply with the obligations imposed on the Receiving Party under this Agreement. The Receiving Party shall be liable for such person’s default;

(b) not, without the Disclosing Party’s prior written consent, to use the Information for any purpose other than the Business Purpose;

(c) to delete from any device containing any Information and/or return to the Disclosing Party upon demand the Information except for one copy of such Information as is required to be retained by law, regulation, professional standards or reasonable business practice by a member of Receiving Party’s Group; and

(d) to use reasonable endeavours to provide the Disclosing Party with prompt notice if any member of the Receiving Party’s Group becomes legally compelled to disclose any of the Information, so that the Disclosing Party may seek a protective order or other appropriate remedy. If such order or remedy is not available in time, the obligation of confidentiality shall be waived to the extent necessary to comply with the law.

2. The Receiving Party agrees that no right or licence is granted to the Receiving Party’s Group in relation to any part of the Disclosing Party’s Information.

3. Neither party nor any member of its respective Group warrants the accuracy or completeness of the Information. Accordingly, neither party’s Group shall have any liability to the other resulting from the use of the Information, save in respect of liability arising from fraudulent misrepresentation.

4. Clause 1 does not apply to Information which:

(a) at the time of disclosure is, or subsequently through no fault of the Receiving Party’s Group becomes, generally available to the public;

(b) becomes rightfully known to the Receiving Party’s Group through a third party with no obligation of confidentiality;

(c) the Receiving Party is able to prove was lawfully in the possession of the Receiving Party’s Group prior to such disclosure; or

(d) is independently developed by the Receiving Party’s Group.

5. The obligations in this Agreement shall be binding on both parties for so long as the Information retains commercial value.

6. Each of the parties acknowledges that a person with rights under this Agreement may be irreparably harmed by any breach of its terms and that financial remedies alone may not necessarily be adequate. Accordingly, a person bringing a claim under this Agreement may be entitled to injunctive or other equitable relief for any threatened or actual breach of its terms.

7. Members of the parties’ respective Groups shall have the right under the Contracts (Rights of Third Parties) Act 1999 (the Act) to enforce the terms of this Agreement. The Act shall not affect any right or remedy available to any member of either party’s Group apart from the Act.

8. This Agreement is made by the Receiving Party on its own behalf and as agent for each member of its Group.

9. This Agreement will be governed by, and construed in accordance with, English law. Each party irrevocably submits to the jurisdiction of the English courts