This Membership Agreement (the “Agreement”) is made and entered into on the Effective Date by and between the above Member and PPDM, Professional Petroleum Data Management Association (“PPDM”).

Admission as a Member

Upon execution of this Agreement and payment of Membership Fees the Member shall become a member of PPDM and subject to the Members’ compliance with the terms of this Agreement and payment of all amounts due, the Member shall be entitled to all benefits and privileges of membership in accordance with the Membership Category as described in the bylaws of PPDM (http://www.ppdm.org/about/board/index.html) (the “Bylaws”) and as otherwise specified by PPDM from time to time.

Membership Categories

Individuals, partnerships, corporations, associations, governmental bodies, agencies or other entities may apply for membership with PPDM. There are 2 classes of membership: voting and associate. The classes are described as follows:

Characteristics	Voting (Company)	Associate (Individual)
Board of Directors	Yes	No
Vote: elections and AGM	Yes	No
Approved standards	Yes	Yes
Interim standards	Yes	Yes
Access resources	Yes	Yes
Committee membership	Yes	Yes

Honorary Member. Individuals may be designated by the PPDM Board of Directors as honorary members in recognition of services rendered by the individual toward the progress and development of the objects of PPDM.

Associate Member. Associate Members have limited rights, as defined in the Bylaws and are not entitled to vote or hold a position on the PPDM Board of Directors. Associate membership is restricted to individuals.

Voting Member. Voting Members have equal rights under the Bylaws. Voting membership is restricted to corporations. A corporation may designate its subsidiary companies or organizations access to the membership. “Subsidiary” means any corporation, partnership, organization or other entity that is controlled directly or indirectly by the Member. An entity is controlled by a Member if the Member holds greater than 50% of the voting securities or other voting and participating interests in the subsidiary. The fee category for a corporate membership is determined by the aggregate sum of the annual gross revenues for all named subsidiaries. Voting rights can be assigned to any one of the named subsidiaries.

Contributing Member. Contributing Members are not entitled to vote or hold a position on the PPDM Board of Directors. Individuals or corporations may be contributing members. Contributing members are designated by the PPDM Board of Directors.

Membership Fees

General. All Members are required to make payment of annual membership fees (“Membership Fees”) which are assessed by PPDM annually in accordance with the Bylaws. Membership Fees include the Member’s membership for one year being PPDM’s fiscal year, August 1 to July 31. Renewal membership fees are due on the first day of PPDM’s fiscal year (August 1).

Calculation of Membership Fees.

Corporate Membership Fees are based on the Annual Gross Revenue of the Member as of the end of the Member’s most recent completed fiscal year as described below at the applicable rate.

Annual Gross Revenue. Annual Gross Revenue is the gross revenue ($USD) in the applicant’s prior fiscal year. Government agencies or other organizations without oil/gas sector revenue will use annual expenses instead. If the Member is a partnership then the revenue related to the oil/gas sector applies.

The corporation represents that it has accurately disclosed its annual Gross Revenue for the relevant year on the PPDM Membership Agreement, attached. The Canadian and US fee schedules are attached at Appendix “B”.

Individual Membership Fees are determined annually by PPDM, which fees are set out at Appendix “B” for the current fiscal year. Individual Membership Fees may be paid online at www.ppdm.org.

Payment of Fees and Interest. Membership Fees are payable in Canadian or US Dollars, as applicable, and are due at the time of execution of this Agreement. Membership Fees are determined as of the Effective Date of this Agreement and for membership renewals on the date of the invoice.

Interest is applicable to all Membership Fees outstanding after September 1 of the new fiscal year at a rate of 1.5% per month.

Membership Fees may be paid by cheque, bank transfer or credit card online at www.ppdm.org. The terms and conditions of the online transactions shall apply.
PPDM Governance and Member Compliance

The Member agrees at all times to comply with all provisions of the Bylaws and policies of the PPDM in force and effect from time to time. The PPDM agrees to publish on its website the relevant Bylaws and policies.
Termination

The Member acknowledges that (i) any material breach of this Agreement; (ii) failure of the Member to comply with the Bylaws; (iii) failure to pay Membership Fees; and (iv) failure to renew the Member’s membership shall constitute grounds for termination of its membership in PPDM. This Agreement shall automatically terminate upon the termination of the Member’s membership in PPDM.
Acknowledgments

Compliance. The Member agrees at all times to comply with the provisions of the applicable Bylaws and policies, and to all laws, rules, regulations and orders of any governmental body applicable to its membership in PPDM and activities hereunder.

Name. The Member acknowledges and understands that PPDM may, from time to time, use the names and trademarks of the Member in publications and other communications distributed publicly, and the Member hereby consents to the use of its name and trademarks solely to identify the Member as a member of PPDM in any such publication or communication.

Intellectual Property. The Member assigns non-exclusive rights to any proprietary interest or intellectual property interest it may have in its contribution to PPDM as set out in the Bylaws. The Member acknowledges that all intellectual property including all copyrights, trademarks, patents and trade name rights are the property of and belong solely to PPDM, subject to the provisions of the License Agreement attached at Appendix “A”.

License Agreement. The Member acknowledges that it has read, understands and agrees to the License Agreement attached as Appendix “A” to this Agreement. The License Agreement shall form part of this Agreement.

Liability and Indemnity. PPDM shall have no liability of any nature and kind to the Member for any use made by the Member of any PPDM standards, models or other products, which use is at the sole risk, expense, and liability of the Member. The Member shall indemnify and hold PPDM harmless from and against any liability, damage, claim, action or judgment arising from the Member’s failure to so comply.

Website Access. The Member shall not permit, allow or do anything that would infringe or otherwise prejudice or compromise the proprietary rights of PPDM or allow any third party access to PPDM’s website. PPDM Website means www.ppdm.org or such other domains as modified from time to time by PPDM. The Member shall at all times protect its password for access to the PPDM website. If the Member’s password is lost or stolen, the Member shall immediately notify PPDM by telephone or in writing. PPDM reserves the right to change passwords at any time, subject to providing prior notice to the Member.

Notices. All notices required under this Agreement must be in writing to the PPDM and to the Member at the most recent contact information in the PPDM’s record and shall be delivered by mail, facsimile (fax) or electronic mail (email). Notice shall be deemed to be received on the date it was sent by fax or email.

Counterparts. This Agreement may be executed in as many counterparts as are necessary or convenient, and all of the counterparts together shall constitute this Agreement.

Authority. In respect of Corporate Members, the designated representative and signing party is the authorized representative of the corporation, partnership, government body or agency as applicable.
General Provisions

Governing Law. The Agreement shall be governed by and construed in accordance with the laws of the Province of Alberta and the laws of Canada as applicable.

Assignment and Successors. The Member shall not assign this Agreement without the prior written consent of PPDM, which consent may be reasonably withheld. This Agreement shall enure to the benefit of and be binding on the parties and their respective heirs, executors, administrators, legal representatives, successors and permitted assigns.

This Non-Membership Agreement (the “Agreement”) is made between PPDM and the Non-Member and entered into on the Effective Date.

Whereas:

PPDM, Professional Petroleum Data Management Association (“PPDM”) is a non-profit society incorporated pursuant to the laws of the Province of Alberta, Canada.
PPDM provides a forum for individuals, corporations and organizations throughout the world to collaborate in the development of standards as a foundation for managing information in the global oil and gas industry.
PPDM agrees to provide the Non-Member free access to the Products and as a condition of such access, the Non-Member is require to acknowledge and agree to the terms and conditions set out in this Agreement.

In consideration of the mutual covenants and agreements contained herein, PPDM and the Non-Member agree as follows:

Definitions:

1.1

“Improvements” means all upgrades, modifications, refinements, enhancements, extensions and other improvements of any kind made to or in respect of the Products or any of them, by the Non-Member or on behalf of the Non-Member and all products and derivatives evolving from the Products or any of them.

1.2

“Intellectual Property” means the Products, PPDM websites, including domain names and internet addresses; all trade secrets, research data, designs, proprietary know how, technical information, software templates, specifications and materials in whatever form or media recording or evidencing technology or proprietary information used in or relating to PPDM; all rights and interests in and to copyrights, Trademarks, and industrial designs; software and other intellectual property used in or relating to PPDM whether in written, computer generated, illustration, drawing or oral form;

1.3

“Non-Member” means the party identified in the Non-Member Agreement, including but not limited to individuals, corporations, partnerships, associations, governmental agencies or bodies or other organizations which are not members of the PPDM;

1.4

“Parties” means PPDM and the Non-Member and “Party” shall mean PPDM or the Non-Member as applicable;

1.5

“PPDM Website” means www.ppdm.org or such domain as modified from time to time by PPDM;

1.6

“Products” means standards, specifications, data models, online forums, wiki postings, diagrams, illustrations, deliverables; PPDM workgroup materials and presentations; user group materials and presentations; multi-media presentations and any and all materials, publications and documentation prepared and published by PPDM;

1.7

“Trademarks” means all registered and unregistered trademarks, certification marks, tradenames and logos owned by PPDM or in which PPDM has a proprietary right, which may be amended from time to time.

1.8

“Use” means to execute, run, download, display, store, and copy.
Grant of Rights. Upon execution of this Agreement the Non-Member shall be entitled to certain privileges as follows:

2.1

the Non-Member is granted a non-exclusive right and license for the Use of the Products;

2.2

the Non-Member is permitted restricted access to the PPDM Website and may participate in and contribute to meetings, discussions, forums, and work groups;

2.3

PPDM will assign the Non-Member an access password for the sole purpose of accessing the PPDM Website;

2.4

the Non-Member may contribute data, designs, technical information, know-how, or other information to PPDM, subject to section 6 of this Agreement.
Restrictions. Non-Members shall not:

3.1

use the Products in any manner other than the Use defined in this Agreement;

3.2

modify, adapt, change or create similar or derivatives of the Products;

3.3

transfer, assign, disclose, share, or reveal the Non-Member’s PPDM Website access code or other passwords to another party;

3.4

duplicate, reproduce or otherwise copy the Intellectual Property except as provided in section 2; or

3.5

commit any act which may prejudicially affect the goodwill associated with the PPDM and its Intellectual Property.
Website Access

4.1

The Non-Member shall not permit, allow or do anything that would infringe or otherwise prejudice or compromise the proprietary rights of PPDM or allow any third party access to the PPDM Website.

4.2

All access codes and passwords for the PPDM Website are for the exclusive use of the Non-Member.

4.3

The Non-Member shall at all times protect its password for access to the PPDM Website. If the Non-Member’s password is lost or stolen, the Non-Member shall immediately notify PPDM by telephone or in writing.

4.4

PPDM reserves the right to change passwords at any time, subject to providing prior notice to the Non-Member.
Confidentiality and Ownership of Intellectual Property. The Non-Member agrees and acknowledges that:

5.1

PPDM shall be the owner of all intellectual property rights in the Intellectual Property and all related modifications, written materials, logos, trademarks, trade names, copyright, patents, trade secret and moral rights, registered or unregistered. No proprietary interest or titles in or to the Intellectual Property or any modifications are transferred to the Non-Member by this Agreement;

5.2

its right to Use the Products is limited to those rights expressly set out in this Agreement;

5.3

it shall not modify adapt, translate, reverse engineer, decompile, disassemble or create derivative works based on the Intellectual Property, or otherwise use the Intellectual Property except as authorized in this Agreement;

5.4

it shall not use the Intellectual Property in any manner which represents or implies to third parties that it is the owner of the Intellectual Property;

5.5

it shall not, either directly or indirectly, dispute or contest the validity or enforceability of the Intellectual Property, attempt any registration thereof, or attempt to dilute the value of any goodwill attaching to the Intellectual Property. This subsection shall apply both during and after the Term; and

5.6

all goodwill associated with the Intellectual Property is owned exclusively by PPDM.

5.7

it will use its best efforts to ensure that no other person duplicates, reproduces, uses or has access to any of the Intellectual Property without the prior written consent of PPDM.
Improvements

6.1

The Non-Member acknowledges and agrees that any Improvements the Non-Member contributes from time to time may be incorporated, in whole or in part, into the Products and may be disclosed or published by PPDM to third parties.

6.2

The Non-Member acknowledges and agrees that it has no proprietary interest or right in the Improvements.
Term and Termination

7.1

Term. Subject to earlier termination in accordance with the terms hereof, this Agreement shall remain in force for a period of one (1) year commencing on the Effective Date.

7.2

Termination. This Agreement may be terminated:

7.2.1

at any time by PPDM in its sole discretion; or

7.2.2

if the Non-Member is in material breach of the terms and/ or its obligations under this Agreement;

7.3

Obligation on Termination. Upon termination of this Agreement the Non-Member will immediately cease Use of the Intellectual Property and PPDM shall revoke all access codes and passwords to the PPDM Website.
Representations and Warranties

8.1

The Non-Member represents and warrants that it has full power and authority to enter into and perform its obligations under this Agreement.

8.2

If the Non-Member is a corporation, partnership, association, or society:

8.2.1

the Non-Member is validly subsisting under the laws of the jurisdiction in which it was formed; and

8.2.2

the execution and delivery of this Agreement and the performance of the covenants contained herein are not restricted by and do not conflict with any arrangements, obligations, contract, agreement or instructions to which the Non-Member is a party.

8.3

PPDM represents and warrants is has full corporate power and authority to enter into and perform its obligations under this Agreement.

8.4

PPDM represents and warrants that it has the right to make the grants set out in section 2 of this Agreement. This warranty is in lieu of all other warranties including, but not limited to, any implied warranties or conditions of merchantability and fitness for a particular purpose.

8.5

PPDM represents that to its knowledge, having conducted no independent searches, the Intellectual Property does not, as of the Effective Date, infringe the rights of any third party, otherwise PPDM makes no representations, extends no warranties and assumes no responsibilities that the rights granted under Section 2 will not infringe on the rights or interests of others.
Limited Warranty and Liability Limitation

9.1

The Intellectual Property is provided by PPDM to the Non-Member "as is" without warranty of any kind either express or implied, including but not limited to the implied warranties and condition of merchantability and fitness for a particular purpose. The entire risk as to the quality and performance of the Intellectual Property is with the Non-Member.

9.2

PPDM is not liable for any indirect or consequential damages. PPDM shall have no liability or responsibility to the Non-Member or any other person or entity with respect to liability, loss or damage caused or alleged to be caused directly or indirectly by the Intellectual Property licensed by PPDM including, without limiting the foregoing, any interruption of service, loss of business or anticipatory profits, loss of profits, indirect, special or consequential damages resulting directly or indirectly from the use of the Intellectual Property.
Indemnity. The Non-Member shall indemnify and hold the PPDM harmless for any loss, claim or damage of whatever nature and kind, including, without limitation, reasonable legal fees, suffered or incurred by PPDM in connection with any claim, suit, or proceeding brought against PPDM arising from or attributable to a breach of the Non-Member’s obligations as set out in this Agreement.
General

11.1

Notices. Every communication provided for in this Agreement or arising in connection with this Agreement, shall be in writing and shall be delivered or faxed to PPDM or the Non-Member at the addresses stated in this Agreement. Either Party may change its mailing or delivery address by giving the other Party written notice to that effect. Any communication delivered shall be deemed to have been received on the date it was delivered. Any communication sent by fax shall be deemed to have been received on the next business day, being a day other than a Saturday, Sunday or statutory holiday as determined by the law of this Agreement, following transmission and electronic acknowledgement of receipt of the transmission.

11.2

Waiver. No waiver by a Party of any breach (whether actual or anticipated) of any of the covenants, provisions or conditions herein shall take effect or be binding upon that Party unless the same is expressed in writing executed by an officer of that Party. Any waiver so given shall extend only to the particular breach so waived and shall not limit or affect any rights with respect to any other future breach.

11.3

Assignment. The rights granted for use of the Intellectual Property under this Agreement shall not be sublicensed, assigned or otherwise conveyed or transferred by the Member without the express written consent of the PPDM.

11.4

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Province of Alberta and the Federal laws of Canada and the parties submit to the jurisdiction of the courts in the Province of Alberta, Canada.

11.5

Entire Agreement. This Agreement contains the entire Agreement between the Parties with respect to the subject matter hereof and as of its date supersedes all prior agreements, negotiations, representations and proposals, written and oral, relating to the subject matter.

Registration