NON-DISCLOSURE AGREEMENT
This Agreement is made by and between Schlumberger Oilfield Eastern Ltd., a company incorporated in British
Virgin Island and having its registered office at Citco Building Wickhams Cay, Tortola, B.V.I and having a registered
office in the State of Kuwait at P.O. Box 9056, Plot 67, Street 349 East Ahmadi, 61006 and registered in the
Registry of Commerce under No. 10395, on behalf of itself and its Affiliates (hereinafter collectively referred to
as "Company"), and [………………..], a company incorporated under the laws of [………………..], having a place of
business at [……………………] on behalf of itself and its Affiliates (hereinafter collectively referred to as
"Recipient"). "Affiliate" for purposes of this Agreement shall mean any one or more business entities which are:
(a) owned or controlled by, (b) owning or controlling, or (c) under common control with a Party at the time in
question. Ownership, direct or indirect, of more than fifty percent (50%) of the voting stock of an entity ordinarily
entitled to vote in the election of directors shall constitute ownership or control thereof. Schlumberger and
Recipient are referred to collectively as the "Parties" and individually as a “Party”.
WHEREAS, Company is an oilfield service company that has developed and continues to develop confidential and
proprietary specifications, plans, development projects, information, software, technology development plans,
proposals, pricing, as well as proprietary samples or materials, and other such information relating to oilfield
services, including, without limitation, well stimulation, wireline logging, measurement-while-drilling (MWD),
logging-while-drilling (LWD), directional drilling and well construction, as well as equipment, methods and
products related thereto, that Company wishes to protect from unauthorized disclosure and use;
WHEREAS, Recipient wishes to receive such confidential and proprietary information from Company for the
purpose of quoting and/or providing products and/or services to Company;
NOW THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the
Parties hereby mutually agree to the following terms and conditions whereby Recipient will hold in confidence
Company's confidential and proprietary information which has been or will be disclosed to Recipient in written,
oral, visual or machine-readable form:
1. The term "Confidential Information" shall mean and include all data, samples, and information disclosed
to Recipient, but does not include information that Recipient can show:
(a) was already in the public domain before disclosure to Recipient; or
(b) enters the public domain after disclosure to Recipient except where such entry is the result of a
breach by Recipient of this Agreement; or
(c) was already in Recipient's possession (as proved by documentary evidence) prior to disclosure
and was not then subject to an obligation of confidence; or
(d) is disclosed to Recipient by a third party having a lawful right to do so prior to the effective date
of this Agreement; or
(e) is independently developed by employees, agents or consultants of Recipient who did not have
access to the Confidential Information; or
(f) was disclosed by Company to a third party on a non-confidential basis.
Specific items of Confidential Information shall not fall within any exception merely because they are embraced
by more general information falling within any exception. Further, any combination of Confidential Information
shall not fall within any exception merely because a specific item falls within any exception.
2. Recipient agrees to maintain all Confidential Information in secrecy and confidence for a period of seven
(7) years from the date of disclosure thereof, using at least the same degree of care as is used to protect its own
confidential information. In no event will this degree of care be less than a reasonable degree of care.
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3. Recipient agrees that all Confidential Information in tangible and electronic form (including but not
limited to reports, drawings, designs, plans and specifications) shall be promptly returned upon request by
Company, or upon termination of this Agreement. Recipient further agrees that upon request by Company, or
termination of this Agreement, Recipient shall destroy any and all documents not returned to Company pursuant
to the foregoing provision and which contain or reflect any Confidential Information, including all documents
prepared by the Recipient's employees, servants or agents which incorporate Confidential Information.
4. Recipient agrees that any disclosure of information by Recipient to Company will be made on a strictly
non-confidential basis, Company will not be under any obligation of secrecy or confidence regarding the
disclosed information regardless of marking, and Company may treat all such information as being in the public
domain.
5. Recipient agrees that it will not use Company's name, or a trademark, or service mark used or owned by
Company, or the fact that it is doing business with Company, in any advertising or marketing promotions or other
dealings with third parties unless and until Company specifically authorizes Recipient that it may do so in writing.
6. Recipient agrees that all Confidential Information will remain the sole property of Company. Nothing in
this Agreement shall be construed as granting Recipient any rights under any patents or copyrights presently or
subsequently owned by Company, or to any of the Confidential Information. Company shall solely own rights to
any and all inventions and discoveries based upon the Confidential Information which may be made, developed,
conceived or actually reduced to practice by Company, jointly by Company and Recipient, or solely by Recipient.
7. Company agrees that Recipient may disclose Confidential Information, in whole or in part, only to
Recipient's officers, directors, and employees with a need to know in order for Recipient to perform its
obligations to or requests by Company, and who have agreed in writing to a nondisclosure agreement with no
less restrictive terms than this Agreement. In the event that Recipient desires to utilize persons who are not its
employees in the performance of its duties under this Agreement, Recipient agrees to obtain the prior written
authorization from Company (which may be subject to reasonable conditions, including written agreements with
such persons binding them to the provisions of this Agreement). Notwithstanding Recipient's employees and
contractors being so bound, Recipient shall be liable for breaches of the terms of this Agreement by persons to
whom it discloses Confidential Information.
8. In the event Recipient, or any of its employees or agents, becomes legally compelled to furnish any of
the Confidential Information, Recipient shall provide to Company prompt, prior written notice of such
requirement so that Company may seek a protective order or other appropriate remedy. In the event such a
protective order or other remedy is not obtained, Recipient agrees to furnish only that portion of the Confidential
Information which Recipient is advised by written opinion of its counsel it is legally required to disclose, and shall
make reasonable efforts to obtain assurance that confidential treatment shall be accorded the Confidential
Information so furnished.
9. The term of this Agreement shall commence on the Effective Date, continue for a period of one (1) year
from the Effective Date and automatically be extended for successive one year periods on each anniversary of
the Effective Date until terminated by either Party giving the other at least thirty (30) days advance written notice
of such termination. Notwithstanding anything to the contrary herein, the provisions of this Agreement which
by their nature should apply beyond their terms will remain in force after any termination or expiration of this
Agreement, including, but not limited to, the following provisions: 2, 3, 4, 5, 6, 7, 8, and 9.
10. Recipient shall not export, directly or indirectly, in violation of United States or other national or
international export laws and regulations, including, but not limited to, the International Traffic in Arms
Regulations or the Export Administration Regulations, any technical data acquired from Company pursuant to
this Agreement or any product utilizing any such data to any country for which a governmental agency or
department thereof at the time of export requires an export license or other government approval without first
obtaining such license or approval.
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11. This Agreement is entered in contemplation of and shall be governed and construed in accordance with
the laws of England (UK) without regard to conflict of laws principles, and may only be modified by a separate
written agreement executed by both Parties expressly modifying this Agreement.
12. Given the nature of the Confidential Information, Recipient acknowledges that the Company would be
irreparably damaged by any unauthorized disclosure or use of any Confidential Information or by any breach of
this Agreement and that money damages would not be a sufficient remedy for such breach. Without prejudice
to the rights and remedies otherwise available to the Company, Recipient, therefore agrees that the Company
shall be entitled, without the requirement of posting a bond or other security, to equitable relief, including an
injunction or specific performance, in the event of any breach or threatened breach of the provisions of this
Agreement by Recipient. Such remedies shall not be deemed to be the exclusive remedies but shall be in addition
to all other remedies available at law or equity to the Company.
13. Any dispute that cannot be settled amicably within ninety (90) days of its notification by one Party to the
other, shall be resolved by arbitration, which shall be the exclusive method of formal dispute under this
Agreement. Such arbitration shall be held in the English language, at a mutually agreeable location in accordance
with the Rules of the International Chamber of Commerce. The Parties expressly consent to arbitration and agree
that the decision of the arbitrator shall be final and binding upon the Parties.
14. This Agreement represents the entire understanding and agreement between the Parties with respect
to the Parties' obligations in connection with the Confidential Information disclosed hereunder and supersedes
all oral and written agreements and discussions with respect thereto.
15. In the event a court of competent jurisdiction determines any provision or portion of this Agreement
herein to be invalid or unenforceable for any reason, in whole or in part, the remaining provisions of this
Agreement shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted
by law, and such invalid or unenforceable term or provision shall be deemed replaced by a term or provision that
is valid and enforceable and that comes closest to expressing the Company’s intention with respect to such
invalid or unenforceable term or provision.
16. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of
which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered
by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as
delivery of an original signed copy of this Agreement.
17. The failure or refusal of the Company to insist upon strict performance of any provision of this Agreement
or to exercise any right in any one or more instances or circumstances shall not be construed as a waiver or
relinquishment of such provision or right, nor shall such failures or refusals be deemed a custom or practice
contrary to such provision or right.
The date of Recipient's execution hereof shall be the Effective Date of this Agreement.
[NAME OF RECIPIENT]
Signature:
Printed name:
Title:
Date:
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