|
SEISMIC DATA LICENSE
AGREEMENT
|
|
|
|
|
|
This Seismic Data License Agreement ("License") is made on this
1st day of September, 2005 between THE EPLORATION COMPANY OF
DELAWARE, INC., a Delaware corporation ("Licensor") and EnCana Oil
& Gas (USA) Inc., a Delaware corporation ("Licensee").
|
|
|
|
RECITALS
|
|
|
|
Licensor and Licensee have entered into a Purchase and Sale
Agreement dated September 1, 2005, covering certain oil and gas
interests of Licensor in Maverick, Dimmit, Kinney and Zavala
Counties, Texas. Included in the Assets being sold to Licensee, is
a license of the proprietary seismic data owned by Licensor and
rights to use Licensor's non-proprietary data to the extent
permitted by applicable contracts. In consideration of these
matters, the parties agree as follows:
|
|
|
|
1.
LICENSEE RIGHTS: To the extent and only to the extent
Licensor is permitted to do so by the applicable contracts,
Licensor hereby grants to Licensee, subject to the terms of this
License, the non-exclusive right to utilize the Seismic Data
described on Exhibit "A" and received pursuant to this License,
together with any copies thereof, derivative works, reprocessed
Seismic Data, analyses and interpretations (hereinafter,
collectively "DATA"), and Licensee agrees that the DATA shall be
maintained as confidential, shall be for its own internal use only
and shall not be disclosed, sold, traded, copied, distributed,
transferred, disposed of or otherwise made available to any other
parties, except affiliates under common control or ownership with
Licensee, and any company acquiring or merging with Licensee. The
above obligations are subject to the following exceptions:
|
|
|
|
a.
Licensee may provide the DATA to a consultant for the preparation
of an analysis or interpretation for Licensee; provided such
consultant is not allowed to retain a copy of the DATA and agrees
in writing to treat the DATA as confidential.
|
|
|
|
b.
Licensee may show the DATA, but not provide copies thereof, to any
third party or parties with which Licensee proposes to conduct good
faith negotiations at arms length respective to the development of
minerals in, on, or under any region which is geologically related
to the area on which the DATA was taken; provided that such third
parties agree in writing to hold all such DATA in confidence. Such
third parties shall not be allowed to independently work the
DATA.
|
|
|
|
c.
Such DATA may be shown to, and copies thereof provided to, agencies
of federal and state governments having jurisdiction to the extent
required by applicable law or regulation and Licensee shall use
reasonable commercial means to require the confidential treatment
of the DATA disclosed.
|
|
|
|
2.
CONFIDENTIALITY NOTICE: Licensee can make copies of any DATA
for the sole purpose of using such copies pursuant to the rights
granted herein; provided that all such copies shall bear notice of
the restricted use of the Data on the Data or its container.
|
|
|
|
3.
OWNERSHIP OF DATA: Licensee agrees that the DATA is a
valuable property right of Licensor and that Licensor shall
continue to own the DATA, as well as any copyright, trade secret,
or any other intellectual property right related to the DATA, and
shall have the exclusive right to sell, trade, loan, copy,
disclose, distribute, transfer, or otherwise make available the
DATA to others, except as provided herein.
|
|
|
|
4.
FIELD TAPES: Copies of field tapes and associated support
data, when available, will be made available at Licensee's request
and sole expense during the term of this License.
|
|
|
|
|
|
5.
TAXES: Licensee shall reimburse Licensor for any federal,
state or local transaction tax arising from this License,
including, but not limited
|
|
