TECHNICAL SERVICES AGREEMENT, dated as of January ___, 1993, between
LANDMARK GRAPHICS CORPORATION, with an office at 00000 Xxxxxxxx Xxxxx,
Xxxxxxx, Xxxxx 00000-0000 ("Landmark"), and NOVERA ENERGY INC., with an
office at 00000 Xxxx Xxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000-0000 (the
"Company").
W I T N E S S E T H :
Concurrently herewith, Landmark and the Company are entering into a
Preferred Stock Purchase Agreement pursuant to which Landmark is acquiring
stock in the Company, agreeing to make certain bank guarantees on behalf of
the Company and delivering certain hardware and software to the Company.
The parties desire to enter into a mutually beneficial relationship
involving the license and use by the Company of software of Landmark in
connection with oil and gas exploration and drilling in which the Company
intends to become engaged.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth herein, Landmark and the Company hereby agree as follows:
1. LICENSES OF SOFTWARE. Landmark agrees to furnish to the Company,
at the request of the Company, and at mutually agreed on prices and terms,
licenses to use Landmark software as soon as such software is made available
to Landmark customers. Landmark also agrees to make any improvements or
enhancements to such licensed software products available to the Company as
soon as such software products are ready for release at mutually agreed on
prices.
2. ALPHA TEST SITE. Landmark and the Company agree that from time to
time, at mutually agreeable times and places and on mutually agreed
conditions, Landmark will enhance or modify existing Landmark software or
develop new software to be used in oil and gas exploration, as proposed in
writing by the Company, on the agreement of the Company to act as an alpha
test site for such software and to license and pay for such software if such
software performs in accordance with mutually agreed upon specifications.
3. INFORMATION FROM THE COMPANY. During normal use by the Company of
Landmark licensed software, the Company may become aware of information
resulting from the use of such software which may lead to improvements or
enhancements of Landmark software or to the development of new Landmark
products usable by the Company or by other Landmark customers. The Company
agrees to use its reasonable efforts to transmit such information to the
Landmark Liaison (as hereinafter defined).
4. LANDMARK REPRESENTATIVE. Landmark hereby appoints Xxxxx X.
Xxxxxxx, XX (the "Landmark Liaison") to act as the liaison between Landmark
and the Company to implement this Agreement, to assist in the flow of
information between the parties and to attempt to assure the progress of
endeavors of the parties as set forth in this Agreement (the "Project").
5. THE COMPANY'S REPRESENTATIVE. The Company hereby appoints Xxxxx X.
Xxxxxx (the "Company Liaison") to act as the liaison between the Company and
Landmark to implement this Agreement, to assist in the flow of information
between the parties and to attempt to assure the progress of the Project.
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6. SHOWCASE FOR LANDMARK PRODUCTS. Landmark shall have the right to
use the name of the Company in connection with publicity and advertising, to
refer to the Company as a licensee and user of Landmark products and to
inform clients and prospects of the license and use by the Company of
Landmark products, subject to the prior written approval by the Company of
the content of the proposed Landmark material, and only in a manner so as not
to unduly interfere with the business of the Company.
7. INFORMATION ACCESS. In order to realize the optimum benefit for
both parties to the Agreement from the relationship set forth herein,
Landmark agrees to give to the Company's management preferred access to
senior geophysicists and other personnel of Landmark for the purpose of
developing and improving Landmark software for use in computer-aided
exploration.
8. MEETINGS. Xxxxxx X. Xxxxxxx and C. Xxxxxx Xxxxx, or such other
representatives as the Company and Landmark may designate shall meet as often
as they agree is necessary or advisable to insure the smooth and successful
implementation of the purposes of this Agreement, PROVIDED that in any event
such meetings will be held at least monthly, commencing on the last business
day of the month in which this Agreement is executed and delivered.
9. NON-SOLICITATION. (a) For so long as Landmark (or any of its
affiliates) owns any shares of capital stock of the Company, the Company
shall not, directly or indirectly, without the prior written consent of
Landmark, (i) solicit or induce any employee of Landmark to leave the employ
of Landmark or hire for any purpose any employee of
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Landmark or any employee who has left the employment of Landmark within six
months of the termination of said employee's employment with Landmark.
(b) For so long as Landmark (or any of its affiliates) owns any shares
of capital stock of the Company, Landmark shall not, directly or indirectly,
without the prior written consent of the Company, (i) solicit or induce any
employee of the Company to leave the employ of the Company or hire for any
purpose any employee of the Company or any employee who has left the
employment of the Company within six months of the termination of said
employee's employment with the Company.
10. NOTICES. All notices, requests and other communications hereunder
will be in writing and sent by first class certified mail, postage prepaid,
or delivery by recognized same-day or overnight courier service, or facsimile
transmission as follows:
If to Landmark:
Landmark Graphics Corporation
00000 Xxxxxxxx Xxxxx
Xxxxxxx, XX 00000-0000
Attention: Vice President-Finance
Fax Number: (000) 000-0000
If to the Company:
Novera Energy Inc.
00000 Xxxx Xxx Xxxxx
Xxxxx 000
Xxxxxxx, XX 00000-0000
Attention: Xx. Xxxxx X. Xxxxxx
Fax Number: (000) 000-0000
or to such other persons or addresses as each of the parties hereto may
provide from time to time in writing to the other.
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11. MODIFICATIONS; WAIVER. This Agreement may be changed or terminated
only in a writing executed by both parties hereto.
12. ENTIRE AGREEMENT. This Agreement contains the entire agreement
between the parties with respect to the transactions contemplated hereby and
supersedes all negotiations, agreements, representations and warranties
relating to the subject matter hereof, whether in writing or oral, prior to
the date hereof.
13. SUCCESSORS AND ASSIGNS. All of the terms of this Agreement will be
binding upon and inure to the benefit of and be enforceable by the successors
and assigns of the parties hereto therein.
14. GOVERNING LAW AND SEVERABILITY. This Agreement will be governed by
the internal laws of the State of Texas without regard to principles of
conflicts of law, and will, to the maximum extent practicable, be deemed to
call for performance in Xxxxxx County, Texas.
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15. HEADINGS. The descriptive headings of the sections hereof are
inserted for convenience only and do not constitute a part of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.
LANDMARK GRAPHICS CORPORATION
By:
-------------------------------------
Name:
Title:
NOVERA ENERGY INC.
By:
-------------------------------------
Name:
Title:
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