(b) The Foundation may enter into agreements with foreign governments or organizations for participation in OMDP and accept contributions from them as long as the terms of the agreements are consistent with this Agreement. Unless all members of the Contributing Companies Oversight Committee consent, no agreement with a foreign government or organization will give it rights to inventions or other proprietary technical data related to drilling, riser, well-control, or associated systems developed under OMDP. (c) Nothing in this Article limits the Foundation's discretion and authority to enter into agreements with coastal nations when necessary to make feasible drilling on sites over which they claim jurisdiction. (a) This Article does not apply to foreign companies that join this Agreement under Article II(b) or to scientists employed by them. ARTICLE XI. Technical Data and Inventions (a) In OMDP contracts and subcontracts involving hardware design and development the Foundation will include provisions giving contributing companies access to technical data developed in the course of performance and the right to use it without charge. The Foundation will try to negotiate arrangements with contractors and subcontractors to provide contributing companies related proprietary data for use only in work comparable to that being conducted under OMDP (e.g., drilling at great depths with risers and blowout preventers). The Foundation is not obligated to gain access for contributing companies to contractors' know-how. (b) In contracts and subcontracts for the development of hardware the Foundation will include provisions that give contributing companies at least royalty-free, nonexclusive licenses in any inventions made in the course of performance. The Foundation will try to negotiate with contractors and subcontractors to provide contributing companies licenses, preferably royalty-free, in any background inventions necessary for the practice of any inventions made under the contract or subcontract. However, licenses in background inventions may be limited to practice in conjunction with a foreground invention and for use in drilling at depths greater than 6000 feet. (a) Contributing companies will not indemnify the Government for any claims or liabilities paid by the Government to third parties for property damage, injuries, or deaths arising from OMDP activities. Such claims are not program costs. (b) Each OMDP contract and subcontract will provide that contributing companies are not responsible for indemnifying the contractor or subcontractor, its employees, or its agents for any claims or liabilities paid to third parties for property damage, injuries, cr deaths arising from ODP activities. (c) The Foundation may require OMDP contractors and subcontractors to carry appropriate liability insurance. The cost of such insurance will be a program cost. The insurance may cover contributing companies as insureds. (d) (1) If a court of competent jurisdiction in the United States finds both the Government and any contributing company jointly and severally liable to third parties for property damage, injuries, or deaths arising from OMDP activities, the United States agrees to pay any part of the judgment that exceeds the coverage of any applicable insurance held by the Foundation or its contractors, subcontractors, or agents. (2) If a legal action arising from OMDP activities is brought against both the Government and a contributing company, each will on request authorize its representatives and counsel to collaborate with the representatives and counsel of the other in defending the claim. (e) Except as specifically agreed otherwise, no party to this Agreement is obligated to indemnify any other party for any settlement made by the other party or its representatives in connection with any claim arising from OMDP activities. (f) (1) If a court of competent jurisdiction holds any contributing company or group of contributing companies, but not the United States, liable for property damage, injuries, or deaths arising from OMDP activities, the Government will indemnify the contributing company or companies for any amounts not covered by insurance held by the Foundation or its contractors, subcontractors, or agents to the extent permissible under law. If necessary, the Foundation will make a good faith effort to obtain a special appropriation. for that purpose. (2) Any such liability not paid by the Government or by applicable insurance held by the Foundation or its contractors, subcontractors, or agents will be shared by all companies that were contributing companies at the time of the principal events giving rise to the liability. The shares of the companies will be proportionate to their unit shares determined under Appendix II. (3) If a legal action is brought against a contributing company that might result in indemnity under paragraph (1), the company will promptly notify the Foundation. If requested, it will authorize representatives and counsel for the United States to collaborate with its representatives and counsel in defending the action. No member of or delegate to Congress, or resident commissioner, will be admitted to any share or part of this Agreement, or to any benefit that may arise therefrom; but this provision will not be construed to extend to this Agreement if made with a corporation for its general benefit. ARTICLE XIV. Written Notices Any written notice to the Foundation required under this Agreement will be addressed to the head of the Foundation unit managing OMDP. Any written notice to a contributing company required under this Agreement will be addressed to the comapany's representative on the Contributing Companies Oversight Committee. ARTICLE XV. Relationship of the Parties Nothing in this Agreement creates any form of partnership, limited partnership, general agency, joint venture, or other joint enterprise between any of the parties. 63-392 0 - 80 - 19 ARTICLE XVI. Department of Justice Business Review Notwithstanding any other provision of this Agreement, this Agreement will become void if by July 30, 1981, the Department of Justice has not reviewed the Agreement and provided the Foundation with a business review letter stating its present intention not to challenge the arrangement. THIS AGREEMENT CONSISTS OF THIS PAGE AND ELEVEN PRECEDING PAGES, ADDITIONAL SIGNATURE PAGES, AND APPENDICES I AND II. Agreement on behalf of the corporation is of said corpooration; and that this Agreement was duly signed for and in behalf of said corporation; by authority of its governing body and is within the scope of its powers. SEAL (Signature) (Date) (Repeat for each company) |