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Master Seismic Data License Agreement

Dated for reference October 1, 2001

AMONG:

SEISMIC INDUSTRY PARTICIPANTS

- and -

CANADIAN SOCIETY OF EXPLORATION GEOPHYSICISTS (the "CSEG")

WHEREAS the various participants in the seismic industry in Canada wish to establish uniform terms and conditions with respect to the licensing of seismic data in Canada;

AND WHEREAS the Parties wish to adopt a Master Seismic Data License Agreement for use in Canada;

NOW THEREFORE in consideration of the mutual covenants and agreements of current and future signatories, each of the Parties, by its execution of this Master Agreement, agrees to accept and be bound by the terms and conditions set out herein:

1. DEFINITIONS

1.1 The terms used in this Master Agreement, including terms used in any Confirmations, are defined as follows:

"Administrator" means the party, industry association or contractor from time to time appointed pursuant to this Master Agreement to administer this Master Agreement and to keep a record of the subscribing Parties.
"APEGGA" means the Association of Professional Engineers, Geologists and Geophysicists of Alberta.
"Audit" means an investigation of a possible breach of this Master Agreement as provided for in Article 6 hereof.
"Broker" means a Party which will act both as a facilitator to assist the Licensor in granting a License and as agent on behalf of the Licensee in accordance with Article 20 hereof.
"Broker's Commission" means the fee payable to the Broker as described in Section 7.3 hereof.
"Business Day" means any day except Saturday, Sunday and statutory holidays observed in the Province of Alberta.
"Company" means a Party which will act in the capacity of either a Licensor or a Licensee with respect to the granting of or obtaining a License which is subject to the terms of this Master Agreement.
"Confirmations" means the Licensee's Confirmation and the Licensor's Confirmation, and "Confirmation" means either the Licensee's Confirmation or the Licensor's Confirmation, as the context may require.
"Consultants" means those individuals, companies or other entities who/which are bona fide geophysical or geological consultants and have been retained by the Licensee, or a partner (including joint venture partners and participants) of the Licensee, to interpret and evaluate data, including the Data governed by this Master Agreement, and includes individuals, companies or other entities retained by third parties when the Licensee is disclosing or providing access to the Data to that third party in accordance with the terms of this Master Agreement.
"CSEG" means the Canadian Society of Exploration Geophysicists.
"Data" means the Seismic Data as described in the Confirmations and includes the Essential Data, and when provided by the Licensor at its discretion, also includes associated Secondary Data and Processed Seismic Data.
"Direct Control" means that circumstance where:
1. no copies or recreations of the Data or any element or portion of the Data can be made without the prior written consent of the Licensor; and
2. 1. the Data resides: within the offices of the Licensee; at the Licensee's duly authorized archival site; at a data room operated by the Licensee or its authorized agent; or at a processing house acting as authorized agent of the Licensee; or
  2. whenever the Data is not within the premises described in Section 1.1(l)(ii)(A) above, an employee or agent of the Licensee is within direct physical proximity of the Data at all times.
"Dollar" or "$" means Canadian currency.
"Essential Data" means:
1. digital seismic shot records recorded throughout the shot point range listed in the Confirmations;
2. horizontal and vertical survey notes and navigational survey information created and recorded throughout the shot point range listed in the Confirmations; and
3. observers' reports taken and recorded throughout the shot point range listed in the Confirmations.
"Genetic License Option" means an option that allows a Related Entity to purchase a License for thirty-five (35%) percent of the fee payable by the original Licensee for the subject License, as provided for in Section 2.7 hereof.
"Genetic Privilege" means the ability of a Related Entity to review and utilize the Data as provided for in Section 5.2 hereof.
"GST" means any federal, provincial or other goods and services tax including, without limitation, the goods and services tax provided for in the Excise Tax Act (Canada).
"Interpretation" means those inferences made as to what various measurements made upon the Data might mean in a geologic model that do not themselves include any actual measurements of the Data. This includes, but is not limited to: (i) any lines or colors added to maps that are conclusions of inferences made by a party based upon their unique understanding of the Data; (ii) geologic edges, facies descriptions and inferred fluid contacts, provided that they are not direct measurements of time series information and do not contain any elements of Seismic Data; (iii) processing parameters (as may be used in creating Processed Seismic Data) such as algorithmic parameters and inferred velocity fields; and (iv) the algorithms used during processing. For greater certainty, any Interpretation (including any maps) which includes any element or measurement of Data, shall be deemed to be a Seismic Data Derived Product and not an Interpretation.
"License" means the non-exclusive, non-transferable, non-proprietary rights with respect to the Data granted to the Licensee pursuant to, and for the specific uses described in, this Master Agreement and each set of corresponding Confirmations. For greater certainty, each set of corresponding Confirmations shall constitute a separate License hereunder.
"Licensee" means a Party which acquires, or is in the process of acquiring, a License pursuant to the terms of this Master Agreement.
"Licensee Partner" means any party that has an understanding or agreement, formal or otherwise, with the Licensee to explore, lease, participate in (including by option, royalty or other means) or develop areas of mutual interest or operating units or otherwise to join together to acquire or utilize petroleum, natural gas or hydrocarbon properties or interests in the petroleum, natural gas or hydrocarbon rights covered by or within five (5) kilometers of any of the Data; provided however that such party has been declared a Licensee Partner for purposes of Section 2.10(b)(i) hereof.
"Licensee's Confirmation" means a Confirmation of the License of Data executed by the Licensee and, where applicable, the Broker substantially in the form attached as Schedule "A".
"Licensor" means a Party which grants, or is in the process of granting, a License pursuant to the terms of this Master Agreement.
"Licensor's Confirmation" means a Confirmation of the License of Data executed by the Licensor and, where applicable, the Broker (as agent for the Licensee), substantially in the form attached as Schedule "B".
"Licensor Partner" means a party, excluding the Licensor, having a working interest in the Data at the time of the grant of a License of the said Data; provided such party has been declared a Licensor Partner for purposes of Section 2.10(a)(i) hereof.
"Master Agreement" means this Master Seismic Data License Agreement and the schedules attached hereto and any amendments hereto.
"Negative Financial Event" in the affairs of the Licensee means the happening of any of the following events:
1. the Licensee ceasing to carry on business;
2. the Licensee making an assignment for the general benefit of its creditors;
3. the Licensee proposing any form of financial reorganization due to actual, alleged or anticipated insolvency with creditors;
4. the Licensee becoming subject to any bankruptcy proceedings or any other proceedings or laws relating to insolvency;
5. a receiver, receiver-manager, trustee, custodian or similar agent being appointed or taking possession of all or substantially all of the property or business of the Licensee; or
6. steps being taken under any legislation by or against the Licensee seeking its liquidation, winding-up, dissolution, or reorganization or any arrangement or composition of its debts.
"Party" means a party who executes this Master Agreement at any time.
"Prime Rate" means the prime rate of interest (expressed as a percentage per annum) from time to time designated by the Bank of Montreal as its prime rate for loans to substantial commercial borrowers in Canadian dollars made by the Bank of Montreal in Canada and changing from time to time as such prime rate is changed by the Bank of Montreal.
"processing" means the mathematical or algorithmic manipulations applied to Seismic Data that typically alter the Seismic Data. Processing is an action that is permissible under the terms of the License granted hereunder, although the results of such work (also referred to as "Processed Seismic Data") are subject to further restrictions as set forth in this Master Agreement. The altered or Processed Seismic Data shall continue to be classified as Data hereunder. The means of processing (that is, the algorithms used and the parameters within the algorithm) are not considered to be part of the Seismic Data, and are interpretive in nature.
"Processed Seismic Data" is a type of Seismic Data and is the output of processing when the input was Seismic Data.
"Quality Inspection" means the examination by the Licensee of the Data, or that portion of the Data, which the Licensor authorizes the Broker to show to the Licensee solely for the purpose of determining whether there are any errors and/or omissions in the Data, in accordance with Article 4 hereof.
"Related Entity" means any corporation, partnership, trust or other legal entity which: (i) is wholly owned by the Licensee; (ii) wholly owns the Licensee; or (iii) is wholly owned by any corporation, partnership, trust or other legal entity that also wholly owns the Licensee.
"Secondary Data" means:
1. displays of processed geophysical cross sections for the shot point range listed in the Confirmations;
2. prints and/or film displays of processed geophysical cross sections for the shot point range listed in the Confirmations;
3. drilling reports and chainage notes; and
4. shot point location maps.
5. "Seismic Data" means the information that comes from a physical experiment where elastic energy is propagated through the earth and recorded at or near the surface and includes Vertical Seismic Profiles (VSP's). Seismic Data includes the spatially-defined time series and any mathematical transformation, including processing of that time series in digital or analog form, together with descriptions of the experimental parameters and apparatus.
6. "Seismic Data Derived Product" means any direct measurement of a time series and includes, but is not limited to, amplitude maps, isochron maps, measurements made in another mathematical domain and any other related measurement from the Seismic Data. The Licensor and the Licensee acknowledge that in the course of authorized use of the Data, certain maps or displays may be made that contain measurements of the time series. Even though the manner in which these measurements are made may or may not have required human intervention and choice, these measurements of maps shall be deemed to be Seismic Data Derived Product. For greater certainty, any maps or displays which include any element of Seismic Data shall be deemed to be Seismic Data Derived Product.

2. GRANT OF LICENSE

2.1 Subject to the provisions of Sections 2.8 and 9.4 hereof, as and from the date of receipt and use of any Data (in any manner other than as described in Article 4 hereof) or the date of execution of the Licensee's Confirmation by the Licensee, whichever is earlier, the Licensor grants and the Licensee hereby accepts from the Licensor, a License to use the Data solely for the purposes set out herein in conjunction with the Licensee's own business operations and not for any other purpose and not for or on behalf of any third party.

2.2 No right of ownership, express or implied, is granted to the Licensee under this Master Agreement or any License with respect to the Data licensed hereunder. All rights in and to the Data, including worldwide intellectual property rights, are and shall remain the sole and exclusive property of the Licensor.

2.3 The Licensor shall be entitled to exchange, divulge, disclose, display, present, provide, give away, trade, sell, transfer, set over or convey all or any part of its right, title, estate and interest in and to the Data to or with any entity in the Licensor's absolute and sole discretion, subject only to the rights of any Licensee (not in default) hereunder. The Licensee further acknowledges, covenants and agrees that the Licensor is issuing a non-exclusive License for use of the Data.

2.4 The Licensee acknowledges that the Data contains information of a confidential, copyright protected and proprietary nature, and agrees to be bound by the confidentiality provisions of this Master Agreement.

2.5 The Licensee hereby acknowledges, covenants and agrees that any breach of the terms and conditions of this Master Agreement by any Related Entities, Consultants, agents, officers, directors, employees, representatives or other advisors of the Licensee, or by any parties to whom the Licensee has exchanged, divulged, disclosed, displayed, presented, provided, given away, traded, sold, transferred, set over or conveyed the Data, shall be deemed to be a breach of this Master Agreement by the Licensee.

2.6 The License granted pursuant to this Article 2 may only be transferred as expressly permitted hereby.

2.7 A Related Entity may purchase an additional License for thirty-five (35%) percent of the fee payable (as set forth in the Licensee's Confirmation) by the Licensee for the original License (the "Genetic License Option").

2.8 If the Licensee advises the Broker or Licensor in writing of errors or omissions in the Data or the Licensee's Confirmation within thirty (30) Business Days of the earlier of:

receipt of all or substantially all of the Essential Data; and
receipt of a Licensee's Confirmation by either the Licensor or the Broker,

then, unless an agreement is reached upon terms satisfactory to the Licensee and Licensor with respect to the errors and omissions within five (5) Business Days of receipt by the Licensor of the said notice, the Licensee shall immediately comply with the provisions of Section 15.1 hereof. To the extent that the Licensee wishes to maintain its identity in confidence, it shall utilize the Broker to communicate with the Licensor with respect to the errors and omissions.

2.9 If the Licensee does not advise the Broker or Licensor in writing of any errors or omissions in the Data or the Licensee's Confirmation in the manner set out in Section 2.8 above, the Data and the Licensee's Confirmation are deemed to be satisfactory, correct and accepted by the Licensee.

2.10 The Parties acknowledge that each of the Licensee and the Licensor may have one or more Licensee Partners or Licensor Partners, respectively. In light of the foregoing, the Parties agree as follows:

Licensor Partners
1. The Licensor shall advise the Broker of all Licensor Partners who have an interest in the Data which is to be the subject of a License. The Broker shall be entitled to rely solely upon the Licensor for the identification of all such Licensor Partners. In the event that the Licensor does not identify in writing all such Licensor Partners prior to the execution of the Licensor's Confirmation, the Licensee and the Broker shall be entitled to assume that there are no Licensor Partners.
2. Unless expressly provided to the contrary in the Licensor's Confirmation, but subject to Section 2.10(a)(v) below, the Broker shall be solely responsible for obtaining all necessary approvals in a timely manner from all Licensor Partners with respect to this Master Agreement and the entering into of any License or the release of any Data for Quality Inspections hereunder.
3. The Parties acknowledge that, subject to Section 2.10(a)(v) below, all Licensor Partners shall, unless otherwise expressly provided in any written agreement amongst the Licensor and the Licensor Partners, have the right to approve or deny the License of any Data or the release of any Data for Quality Inspections; provided however, that to the extent that any Licensor Partner who is a Party to this Master Agreement and who owns less than ten (10%) percent of the working interest in the Data which is the subject of a proposed License or Quality Inspection, objects to any such License or Quality Inspection, and the procedure for resolving such objection is not dealt with pursuant to the terms of any written agreement in effect between the Licensor and the objecting Licensor Partner, the objecting Licensor Partner shall be deemed to have approved the License or Quality Inspection.
4. The Broker shall be responsible for ensuring that all fees payable pursuant to a License are distributed to the various Licensor Partners (net of the Broker's Commission) in the proportions as specified by the Licensor in the Licensor's Confirmation.
5. Unless expressly provided to the contrary in the Licensor's Confirmation, the Licensor hereby represents and warrants that it has the authority to act as agent for all of the Licensor Partners with respect to this Master Agreement and the entering into of any License or the release of any Data for Quality Inspections hereunder.
6. Each Licensor Partner shall be subject to the same duties, rights and obligations with respect to confidentiality, transferability, breaches, indemnity and audit herein as if they were a Licensor hereunder; provided that only the Licensor referred to in Section 2.10(a)(i) above shall act as agent for all Licensor Partners.
7. The Licensor referred to in Section 2.10(a)(i) above shall indemnify the Broker and the Licensee against all losses, costs, damages and expenses which may be brought against or suffered by the Broker or the Licensee for any breach by the said Licensor of this Section 2.10(a).
Licensee Partners
1. To the extent that the Licensee specifies in writing to the Broker or the Licensor, as applicable, the identity of all Licensee Partners within sixty (60) days of the execution of the Licensee's Confirmation, such identified Licensee Partners shall be entitled to receive a License at a reduced fee to the extent such a reduced fee is specifically provided for in the Confirmations. In the event that a Licensee Partner is not identified by the Licensee within the said sixty (60) day period, the said Licensee Partner shall not be entitled to any reduction in the License fee payable for the subject License except as may otherwise be agreed to by the Licensor.
2. The Licensee referred to in Section 2.10(b)(i) above shall indemnify the Broker and the Licensor against all losses, costs, damages and expenses which may be brought against or suffered by the Broker or the Licensor for any breach by the Licensee of this Section 2.10(b).

3. PURPOSE AND PROCEDURES

3.1 This Master Agreement establishes standard, binding terms and conditions governing seismic licensing activities between the Parties.

3.2 To subscribe to this Master Agreement, a Party (other than the Administrator) shall deliver to the Administrator one executed counterpart execution page and Schedule "C" showing that Party's address for service. The counterpart execution page and Schedule "C" shall be delivered to the Administrator at the Administrator's address in accordance with Article 12.

3.3 Each Party agrees that this Master Agreement is not only an agreement between it and each other Party as at the date of its subscription, but it is also an offer to each future Party who subscribes to be bound in accordance with the terms of this Master Agreement. This Master Agreement shall be a continuing agreement binding each Party to its terms on and after the date of that Party's subscription, notwithstanding that other Parties may be added in the future.

3.4 Each Party agrees that it will not execute any Confirmation unless it is a party to this Master Agreement at the time of such execution. In addition, the Broker shall ensure, prior to the Broker's execution or acceptance of any Confirmation, that both the Licensor and the Licensee are parties to the Master Agreement.

3.5 Provided that the Licensor agrees to grant and the Licensee agrees to accept a License, each of the Licensor and Licensee shall deliver the applicable executed Confirmation to the Broker at the Broker's address for service set out in Schedule "C".

3.6 The Broker agrees to maintain copies of all Confirmations for a period of seven (7) years from the date of execution by the Licensee of the Licensee's Confirmation. The Broker shall advise the Administrator no later than January 15 of each calendar year as to the location of such Confirmations and the manner in which such Confirmations may be accessed in circumstances described in this Section 3.6. The Broker shall also advise the Administrator promptly upon any change of such information. In the event that the Broker ceases to carry on active business for any reason whatsoever, it shall have published notice of such event in two consecutive issues of the "Recorder" publication distributed by the CSEG (or any replacement or successor publication therefor) and, immediately following such cessation of business, shall make its records available to Licensors to review each Licensee Confirmation relating to Data licensed by the said Licensor. If the Broker ceases to carry on active business by reason of its bankruptcy, insolvency, winding-up, dissolution or other reorganization which does not involve a third party purchaser, the confidentiality obligations of the Broker set forth in Article 13 hereof will no longer apply.

3.7 The Parties acknowledge that they are not obligated to utilize a Broker in order to create a License hereunder and that in the absence of the use of a Broker, the execution by each of the Licensor and the Licensee of the Confirmations shall create a valid License pursuant to the terms of this Master Agreement. Any privileges, duties or obligations specified to be the right or responsibility of a Broker hereunder shall be assumed by the Licensor or Licensee, respectively, as they shall mutually agree at the time of execution of the Confirmations.

3.8 The Parties agree that the entering into of this Master Agreement does not prohibit the Parties from entering into any other agreements relating to Seismic Data provided however that the terms of this Master Agreement shall apply to any license of any Seismic Data unless the Parties expressly agree in writing to the contrary.

4. QUALITY INSPECTIONS

4.1 Prior to executing a Confirmation or making any use of the Data whatsoever (other than the use described in this Article 4), the Licensee may conduct a Quality Inspection to evaluate Data quality and location, as well as methods of Data acquisition and processing, provided however that the Data shall, at all times during such Quality Inspection:

remain: within the offices of the Licensor or the Broker; at the Licensor's duly authorized archival site; at a data room operated by the Licensor or its authorized agent; or at a processing house acting as authorized agent of the Licensor; or
whenever the Data is not within the premises described in Section 4.1(a) above, remain within direct physical proximity of an officer or agent of the Licensor or Broker.

4.2 The Broker shall use reasonable efforts to ensure that the Licensee complies with the Quality Inspection requirements set forth herein and shall terminate the Quality Inspection if, in the Broker's opinion (acting reasonably), the Licensee fails to adhere to the said requirements.

4.3 The Quality Inspection may be made on paper seismic sections, work station images, graphics files provided through electronic transmission, or any other means of display or presentation, subject to the prior written approval of the Licensor.

4.4 During the course of the Quality Inspection, the Licensee shall only conduct:

a brief inspection of each seismic line, noting quality and variations in quality along each line;
comparisons of quality from line-to-line or among different data sets; and
an examination of acquisition and processing parameters from section labels, trace headers or information supplied by the Broker or the Licensor,
and shall not use the Data for any other purpose whatsoever.

4.5 During the course of its Quality Inspection, the Licensee shall not copy any Data or make any measurements or Interpretations thereof unless it has been previously authorized to do so in writing by the Licensor.

4.6 In the event that the Licensee is not satisfied with the results of the Quality Inspection, the Quality Inspection shall terminate and the Licensee shall cease and desist the use (in any manner whatsoever) of all of the Data being evaluated.

4.7 The Quality Inspection may only be conducted for that period of time which the Broker deems reasonable in the circumstances.

5. RIGHTS AND OBLIGATIONS OF LICENSEE

5.1 The Data shall be used by the Licensee only:

for reprocessing activities conducted by or on behalf of the Licensee;
for examinations conducted by or on behalf of the Licensee;
for Interpretation activities conducted by or on behalf of the Licensee, including the creation of Seismic Data Derived Products;
during the course of negotiations with third parties for the determination of farmin, farmout, disposition, participation or joint venture opportunities, in which case the Licensee may, subject to the provisions of Article 13 hereof, display or present the Data and Seismic Data Derived Products to the said third parties under Direct Control; provided further that the said third parties shall be entitled to make Interpretations of the Data but only in direct connection with the subject negotiations;
during the course of negotiations with prospective purchasers for the sale of all or substantially all of the assets or securities of the Licensee, the Licensee may, subject to the provisions of Article 13 hereof, display or present the Data and Seismic Data Derived Products to the said purchasers under Direct Control; provided further that the said purchasers shall be entitled to make Interpretations of the Data but only in direct connection with the subject negotiations; and
during the course of scientific discussions directly related to the Licensee's activities, in which case the Licensee may display or present the Data and Seismic Data Derived Products to participants in technical exchanges under Direct Control.

5.2

The Licensee may disclose the Data and Seismic Data Derived Products to a Related Entity (the "Genetic Privilege") which Data is the subject of a License in good standing between the Licensor and the Licensee. The Related Entity may utilize such Data solely for its own exploration and production activities without having to pay any additional licensing fees, provided however that the Related Entity shall be subject to all other terms of this Master Agreement as if it were the Licensee hereunder.
When a Related Entity ceases to be a Related Entity, or when a License terminates for any reason, the Genetic Privilege shall also cease to exist and all affected Data must be immediately returned to the Party originally named as the Licensee and, for greater certainty, the Related Entity must comply with the provisions of Sections 15.1(a) and 15.1(c) hereof as if the former Related Entity was the original Licensee.

5.3 Any use of the Data or Seismic Data Derived Products whatsoever, other than the restricted uses specifically permitted under this Article 5, requires the prior written approval of the Licensor, which approval is in the sole discretion of the Licensor and may be unreasonably withheld. To the extent that the Licensee wishes to maintain its identity in confidence, it shall utilize the Broker to communicate with the Licensor with respect to obtaining its approval.

5.4 In the event that the Licensor should suffer a loss of Data originally provided by the Licensor to the Licensee, the Licensor shall have the right to obtain from the Licensee copies of such Data if such Data is, at the time of the request by the Licensor, in the possession or control of the Licensee. The Licensor shall reimburse the Licensee for all reasonable costs incurred to provide such copies to the Licensor.

6. AUDIT

6.1

In the event that the Licensor becomes aware that the Licensee or the Broker may be in breach of any term, condition or provision of this Master Agreement or a License, the Licensor may request an Audit. Such a request shall be made by providing written notice to the Broker (in the event of a possible breach by the Broker) or to the Broker for immediate delivery by the Broker to the Licensee (in the event of a possible breach by the Licensee).
In the event that the Licensee becomes aware that the Licensor or the Broker may be in breach of any term, condition or provision of this Master Agreement or a License, the Licensee may request an Audit. Such a request shall be made by providing written notice to the Broker (in the event of a possible breach by the Broker) or to the Broker for immediate delivery by the Broker to the Licensor (in the event of a possible breach by the Licensor).

6.2 The Audit shall be conducted by an independent third party who is knowledgeable with respect to the subject matter of the Audit (the "Auditor") and shall be chosen by the Party requesting the Audit.

6.3 The Party requesting the Audit shall be responsible for ensuring that the Auditor is aware of, and complies with, the provisions of this Article 6.

6.4 In carrying out an Audit, the Auditor will have the following rights:

to investigate the records and activities of the Licensor, Licensee or Broker with respect to the possible breach; and
to investigate the records and activities of any party holding a License from the Licensor to the Data or who has otherwise had access to the Data, regardless of whether such party has executed this Master Agreement.

6.5 For greater certainty, the Licensor, Licensee and Broker shall cooperate fully with the Auditor and will allow the Auditor complete access to their books and records which relate directly to this Master Agreement or any License and will disclose the identity of any and all partners (including joint venture partners and participants) as applicable, in the geographic area covered by the Data.

6.6 In the event that the Auditor finds no conclusive evidence of a breach by any Party of any term, condition or provision of this Master Agreement (or a License, as applicable), the following will apply:

the details of the investigation (other than the Auditor's final determination) shall be kept confidential from all parties;
the identities of all parties investigated in the course of the Audit shall be kept confidential;
the records accumulated during the course of the Audit shall be kept confidential and shall be maintained, at the request and expense of a Party requesting an Audit by, or under the control of, the Auditor for two (2) years and shall be destroyed immediately after such period. Such records may only be reviewed if new evidence of a breach of this Master Agreement arises and a new Audit is ordered by a Party. In such circumstances, only the Auditor conducting the new Audit will have access to the records of the previous Audit (if such records remain in existence); and
the Party requesting the Audit shall be responsible for the payment of all fees of the Auditor, together with all of the reasonable out-of-pocket expenses of each party being audited and incurred for the purpose of complying with the Audit.

6.7 In the event that the Auditor finds conclusive evidence of a breach by any Party of any term, condition or provision of this Master Agreement (or a License, as applicable), the following will apply:

all obligations of confidentiality with respect to the identity of each offending Party shall cease and the identity of each offending Party shall be revealed to the Licensor, the Licensee, the Broker, the CSEG and APEGGA, as the case may be;
the records of the Audit shall be fully disclosed to the Licensor, the Licensee, the Broker, the CSEG and APEGGA; and
each offending Party shall, subject to Article 10, be liable to the Party requesting the Audit for, and shall indemnify and save the said Party and its respective successors and assigns harmless from, any and all manner of actions, causes of action, proceedings, claims, demands, losses, claims, damages, costs or expenses incurred or that may be incurred as a result of the breach (including, without limitation, the cost of the Audit, all reasonable out-of-pocket expenses and all reasonable legal costs and expenses on a solicitor and his own client basis).

7. BILLINGS AND PAYMENT

7.1 Unless otherwise specified by the Licensor, and agreed to by the Licensee and the Broker, the terms of payment, commissions and fees charged for the License will be as outlined herein and in the Confirmations.

7.2 If the Licensee does not pay the entire amount when due or does not provide adequate documentation to the Licensor in support of its contention that the invoiced amount is bona fide in dispute, the Broker shall disclose the identity of the Licensee to the Licensor. Interest on the unpaid amount shall accrue from the date payment is due to the date full payment is received by the Licensor at an annual rate of interest equal to the Prime Rate plus two (2%) percent calculated and compounded monthly.

7.3 The Licensor agrees to pay the Broker a fee (the "Broker's Commission") as set forth in the Licensor's Confirmation. Except as otherwise provided in the Licensor's Confirmation, the Broker's Commission shall also be payable on the amount paid pursuant to the exercise of any Genetic License Option; provided, however, that the commission payable on the Genetic License Option shall only become payable if the Broker was requested by the Licensor to assist, in any manner whatsoever, with the negotiation, execution or implementation of the Genetic License Option. The Licensor shall also pay the GST due on the Broker's Commission.

7.4 The Broker shall be responsible for collecting the entire amount due to the Licensor from the Licensee (including GST as set forth in Section 8.2 hereof) and shall deliver the said amount to the Licensor within fifteen (15) days of receipt, net of the Broker's Commission. In the event that the Broker is unable to collect the entire amount due from the Licensee, the Licensor will have no claim against the Broker for the outstanding balance; provided however to the extent that the amount collected from the Licensee (including GST) is less than the net amount payable to the Licensor (including GST) as set forth in the Licensor's Confirmation, the Broker shall only be entitled to payment of the Broker's Commission (or any portion thereof) at such time as further funds are paid by the Licensee and the Licensor has received all of the amounts due to it from the Licensee (including GST).

8. TAXATION

8.1 The Parties agree to comply with all applicable taxation laws including the payment and remittance of GST.

8.2 The Licensee will pay to the Broker (for remittance to the Licensor) the amount of GST payable for the License as set forth in the Licensee's Confirmation.

8.3 The Licensor will remit the GST paid by the Licensee (excluding that portion of the GST retained by the Broker and which portion relates to the Broker's Commission) in accordance with the Excise Tax Act (Canada).

8.4 The Parties will provide to each other any information required to satisfy obligations arising under taxation legislation, including GST registration numbers. Each Party's GST registration number shall be set forth in Schedule "C".

9. REPRESENTATIONS AND WARRANTIES

9.1 The Licensor represents and warrants to the Licensee that it has the full right, power and authority to grant the License and provide the Data set forth in the Licensor's Confirmation, subject to the terms and conditions of this Master Agreement.

9.2 Each Party represents and warrants to every other Party that it has full and complete authority to enter into this Master Agreement and that the individuals executing this Master Agreement and any Confirmations pursuant to this Master Agreement have authority to do so and each such Party shall be bound by the terms of this Master Agreement and any Confirmations (to the extent applicable) executed pursuant to this Master Agreement.

9.3 Except as specifically set forth herein, no representation or warranty is made by the Licensor as to the accuracy, condition, fitness, reliability, quality, workmanship or compilation of any Data supplied by it hereunder.

9.4

The Licensor will use commercially reasonable efforts to provide the Data to the Licensee in the form it was received by the Licensor. The only recourse available to the Licensee in the case of a significant difference in location or substance of the Data from that requested by the Licensee (as determined by the Licensee, acting reasonably), is termination of the License with respect to such Data. In the event that the Licensee wishes to so terminate the License, the Licensee shall provide written notice to the Licensor within ninety (90) Business Days (the "Termination Period") after execution by the Licensee of the Licensee's Confirmation. In the event of such termination, and provided the Licensee has complied with the provisions of Section 15.1 hereof, the Licensor shall immediately return any and all fees paid by the Licensee with respect to the said Data as soon as practicable, without interest or deduction.
The Licensor shall grant an extension to the Termination Period (for a period not to exceed an additional ninety (90) Business Days) in the event that the Licensee advises the Licensor prior to the expiration of the Termination Period that, through the exercise of reasonable diligence during the Termination Period, it was unable to review the Data to a degree sufficient to establish whether a significant difference in location or substance of the Data existed.
The Licensee hereby agrees and acknowledges that it shall have no cause of action against the Licensor or the Broker in the event of a significant difference in location or substance of the Data as described in Section 9.4(a) above, save and except for any action against the Licensor for the return of all fees paid to the Licensor for such Data. Nothing contained herein shall impose upon the Licensor any obligation whatsoever to reacquire the subject Data or incur any costs whatsoever other than those costs for which the Licensee has agreed to reimburse the Licensor.

9.5 Subject to the restrictions herein, the Licensor shall use commercially reasonable efforts to support the Data (by making available additional copies of the Data and providing services), at the expense of the Licensee, for a period of ten (10) years following the execution by the Licensee of the Licensee's Confirmation. Prior to providing any such copies or services, the Licensee and the Licensor shall agree upon the fees to be paid by the Licensee. The Licensor shall not have any obligation to provide such copies or services subsequent to the date of any sale by the Licensor of the subject Data nor shall the party acquiring such Data from the Licensor be entitled to request any such copies or services.

9.6 Except for the representations and warranties expressly set out in this Article 9, the Parties hereto exclude and waive all other representations and warranties to the fullest extent permitted by law.

10. LIABILITY AND EXPENDITURES

10.1 Except as set forth in Sections 8.3 and 9.4 hereof, in no event shall the Broker, the Licensor or their respective officers, directors, employees, partners (including joint venture partners and participants), shareholders, agents, representatives or other advisors (as applicable) be liable to the Licensee or any party claiming by, through or under the Licensee, whether in contract or tort or otherwise, for any damages whatsoever or for any special, indirect, consequential or incidental damages, including but not limited to economic or financial loss, as a result of granting the License contemplated herein or as a result of the use of the Data by the Licensee or any party claiming by, through or under the Licensee, except when and to the extent that losses, costs, damages or expenses are a result of the gross negligence or willful misconduct of the Broker, the Licensor or their respective officers, directors, employees, partners (including joint venture partners and participants), shareholders, agents, representatives or other advisors (as applicable).

10.2 Any expenditure made or incurred by the Licensee or any other party on behalf of the Licensee, for the purpose of retrieving from storage, examining or copying the Data supplied hereunder (regardless of the condition of the Data) will be at the Licensee's sole risk, cost and expense.

10.3 Except for any damages arising under Article 18, notwithstanding any other provision contained herein, the maximum amount of damages (excluding out-of-pocket, third party and legal costs) that may be claimed by any Party for a breach of any term, condition or provision of this Master Agreement (including any representation or warranty) or any License by any other Party shall be limited to ten (10) times the gross fee for the License(s) which are the subject of the claim.

10.4 In no event shall the Broker, its officers, directors, employees, shareholders, agents, representatives or other advisors be liable to either the Licensee or Licensor or any party claiming by, through or under the Licensee or Licensor, whether in contract or tort or otherwise, for any damages whatsoever or for any special, indirect, consequential or incidental damages, including but not limited to economic or financial loss, with respect to its acting as agent for the Licensee provided that the Broker acts in accordance with Article 20 hereof, except when and to the extent that losses, costs, damages or expenses are a result of the gross negligence or willful misconduct of the Broker, its officers, directors, employees, shareholders, agents, representatives or other advisors.

10.5 The Licensee shall indemnify and save harmless the Broker, its officers, directors, employees, shareholders, agents, representatives and other advisors against all actions, proceedings, claims or demands made by any third party for losses, costs, damages and expenses which may be brought against or suffered by the Broker or which it may sustain, pay or incur by reason of anything arising out of or in any way attributable to the activities carried on or to be carried on by the Broker, its officers, directors, employees, shareholders, agents, representatives or other advisors, in its capacity as agent for the Licensee, except when and to the extent that losses, costs, damages or expenses are a result of the gross negligence or willful misconduct of the Broker, its officers, directors, employees, shareholders, agents, representatives or other advisors.

10.6 The liability of all Parties shall be several and not joint.

11. TRANSFER AND ASSIGNMENT

11.1 Subject to Section 11.4 below, the Licensee shall not be entitled to assign, exchange, trade, sell, transfer, set over or convey all or any portion of the Data or any License without the prior written consent of the Licensor.

11.2 Subject to Section 11.4 below, this Master Agreement shall not be assignable. Any party wishing to become a Party to this Master Agreement shall comply with the provisions of Section 3.2 hereof.

11.3 Subject to Section 11.4 below, Licenses may not be assigned, exchanged, traded, sold, transferred, set over or conveyed by or between Related Entities. A Related Entity has no rights to assign, exchange, trade, sell, transfer, set over or convey this Master Agreement, the Data or any License whatsoever.

11.4 This Master Agreement and every License granted hereunder may be transferred by the Licensee to another entity only in the event of a merger, amalgamation, corporate reorganization or corporate acquisition of the Licensee by or with that other entity and provided further that the other entity must acquire all of the assets and/or securities of the Licensee and must assume all of the rights and obligations of the Licensee created by this Master Agreement. To the extent that a Confirmation of any License provides for the payment of a transfer fee in the event of a merger, amalgamation, corporate reorganization or corporate acquisition of the Licensee by or with that other entity, no such transfer of this Master Agreement or any License granted hereunder shall be effective until the Licensor is in receipt of the transfer fee and any other conditions as may be set forth in the Confirmation have been complied with. The Licensor shall pay the Broker a fee equal to the Broker's Commission set forth in the Licensor's Confirmation on the consideration received by the Licensor, provided that the Broker was requested by the Licensor to assist, in any manner whatsoever, with the collection of the transfer fee. The Licensor shall pay the GST due on the Broker's Commission. During any such transfer no additional copies of the Data may be made. If, as a result of such a merger, amalgamation, corporate reorganization or corporate acquisition, the surviving or parent entity has two bona fide licensed copies of the Data, the said Party may transfer one of the duplicate Licenses to a Related Entity without the payment of any additional fees to the Licensor.

12. NOTICES

12.1 Every notice, statement or invoice must be in writing and delivered or sent by facsimile or mail to the other Party's address as shown on Schedule "C" of this Master Agreement.

12.2 Every notice, statement or invoice is considered delivered: (i) when sent by facsimile (with transmission confirmed), on the day of transmission, if transmission occurs during normal business hours on a Business Day, failing which, on the next Business Day; (ii) when sent by registered mail, at the end of the fifth Business Day after the mailing date; and (iii) when hand-delivered, at the time of delivery if such delivery is made during normal business hours on a Business Day, failing which, on the next Business Day.

13. CONFIDENTIALITY

13.1 The Licensee shall treat the Data as confidential and shall take all measures to safeguard the Data from unauthorized use or disclosure and, in any event, the Licensee shall provide at least the same degree of care and control over the Data as the Licensee exercises towards its own proprietary, confidential or copyright protected information. Except as expressly permitted hereby, the Licensee shall not use the Data and Seismic Data Derived Products, or copy, remove, sell, transfer, trade, set over, convey, exchange, divulge, display, disclose, present, provide, give away or otherwise make available the Data and Seismic Data Derived Products in any form to any party except for purposes specifically related to the Licensee's use of the Data as contemplated hereby or as the Licensor may otherwise agree in writing. Prior to any disclosure of, or access to, any of the Data and Seismic Data Derived Products, the Licensee shall cause all of its employees, agents, Consultants, representatives, partners (including joint venture partners and participants), other advisors and permitted third parties to be advised of, and to agree to be bound by, the confidentiality and use provisions of this Master Agreement.

13.2 The Licensee shall ensure that each of its employees, agents, Consultants, representatives, partners (including joint venture partners and participants), other advisors and third parties who obtain access to the Data in accordance with the terms hereof, keep the Data confidential and upon completion of their respective activities relating to the Data (including evaluation, Interpretation and/or reprocessing), return all Data, Seismic Data Derived Products and any and all Interpretations, maps and materials of any kind relating to the Data to the Licensee.

13.3 The Licensee shall obtain, prior to any permitted arrangement with any third party (including Consultants) for the review or use of the Data in any manner, a specific covenant from such third party, that it will not copy, remove, sell, transfer, trade, set over, convey, exchange, divulge, display, disclose, present, provide, give away or otherwise make available the Data, Seismic Data Derived Products or any Interpretation or analysis thereof supplied or made available by or through the Licensor or the Licensee. In addition, to the extent requested by the Licensor in any Confirmation, the Licensee shall obtain, prior to any such permitted arrangements with any third party (including Consultants), for the review or use referenced above, a confidentiality agreement in the form requested by the Licensor, unless such party is otherwise bound by the confidentiality provisions of this Master Agreement.

13.4 Interpretations of the Data performed by or for a Licensee not in default of this Master Agreement may be disclosed to such third parties as the Licensee chooses, provided that no Seismic Data Derived Products, and/or element, or elements, of the Data is included in such Interpretations and provided further that the Licensee otherwise complies with the terms of this Master Agreement.

13.5 In the event that one or more of the Licensee's partners (including joint venture partners and participants) wishes to copy the Data and/or Seismic Data Derived Products or remove the Data and/or Seismic Data Derived Products from Direct Control, the following conditions must be met:

the Licensor's prior written consent must be received. To the extent that the Licensee wishes to maintain its identity in confidence, it shall utilize the Broker to communicate with the Licensor with respect to obtaining the consent;
the partner must pay to the Licensor the fee (including GST) as set out in the Licensee's Confirmation;
the partner must agree to be bound by the terms of this Master Agreement; and
the Licensee must have identified all such partners no later than sixty (60) days following the delivery of the Licensee's Confirmation by the Broker to the Licensee.

13.6 The Licensee may only disclose the Data and Seismic Data Derived Products to appropriate governmental or regulatory agencies to the extent permitted in the Confirmations. To the extent that the Confirmations do not describe any such permitted disclosure, if such disclosure is required by applicable laws or if it is necessary in the normal course of the Licensee's business, the Licensee may disclose the Data and Seismic Data Derived Products to appropriate governmental or regulatory agencies provided that prior to complying with such a request, the Licensee informs the Licensor in writing of the full details of such request, the reason for such request and to whom the disclosure is to be made. In either of such circumstances, the Licensee will furnish only that portion of the Data and Seismic Data Derived Products which is legally required or necessary, as applicable, and further, the Licensee will exercise its best efforts to obtain reasonable assurances that confidential treatment will be accorded the Data. To the extent that the Licensee wishes to maintain its identity in confidence, it shall utilize the Broker to communicate with the Licensor with respect to the information referred to above.

13.7 The Broker shall keep the identity of the Licensee confidential and shall not disclose the Licensee's identity to the Licensor, except as otherwise permitted under this Master Agreement or with the consent of the Licensee.

13.8 If a Party submits a dispute to arbitration in accordance with the provisions of Article 16 hereof, the Parties to the dispute, and any party providing evidence to the arbitration panel, shall be permitted to provide information to the said arbitration panel even if such information constitutes confidential information herein.

13.9 The obligations set forth in Sections 13.1, 13.2 (to the extent applicable) and 13.6 shall apply to the Broker with such changes as the context may require.

14. TERM AND TERMINATION

14.1 Subject to earlier termination of this Master Agreement as provided for herein, the term of this Master Agreement shall commence, in respect of any Party, as of the date of such Party's subscription to this Master Agreement and shall continue for a period of one (1) year from such date. This Master Agreement shall be automatically renewed for successive one (1) year terms as of the anniversary date of a Party's subscription to a maximum of ten (10) years; provided however that a Party (other than the Administrator) may withdraw from this Master Agreement on written notice to the Administrator given not less than thirty (30) days and not more than ninety (90) days prior to any anniversary date of that Party's subscription to this Master Agreement, such termination to be effective as at the expiration of the then current one (1) year term. Notwithstanding the foregoing, this Master Agreement shall terminate on September 30, 2010.

14.2 The Licensor may terminate a License by serving written notice on the Licensee where the Licensee is in default of any of the terms, conditions or provisions of this Master Agreement with respect to the License. If the specified breach is not promptly remedied by the Licensee to the reasonable satisfaction of the Licensor and, in any event, within thirty (30) days of receipt of the notice of default, then the Licensor, upon serving a second written notice on the Licensee, may terminate the License.

14.3 If the Licensee has been served with an initial notice of default pursuant to Section 14.2 hereof and such default remains unremedied as of the date that a Negative Financial Event occurs, or in the event that a Negative Financial Event occurs and, during the currency of such Negative Financial Event, the Licensee has been served with an initial notice of default pursuant to Section 14.2 hereof, the Licensor shall be entitled, at its option, to immediately terminate those Licenses in respect of which the initial notice of default was served.

14.4 In the event that this Master Agreement is terminated pursuant to Section 14.1 hereof, the individual Licenses granted pursuant to this Master Agreement (and which are in good standing) shall not terminate and shall continue in full force and effect. Notwithstanding the termination of this Master Agreement, to the extent that any individual Licenses continue in full force and effect, such Licenses shall continue to be governed by the terms, conditions and provisions of this Master Agreement.

14.5 The rights of a Party (other than the Administrator) to terminate this Master Agreement or any License shall, subject to Section 9.4 and Articles 10 and 16 hereof, be in addition to any other rights of action that one Party may have against another Party.

14.6 Notwithstanding termination of this Master Agreement or any License, a defaulting Party shall remain liable for all of its obligations arising pursuant to this Master Agreement prior to the date of such termination.

15. OBLIGATION OF THE LICENSEE UPON TERMINATION

15.1 Upon termination of any License for any reason whatsoever, the Licensee shall, and shall cause all Related Entities, Consultants, agents, officers, directors, employees, representatives and other advisors of the Licensee to:

immediately cease and desist the use in any manner whatsoever of any Data which is the subject of such License;
immediately return or cause to be returned to the Licensor, or shall destroy or cause to be destroyed: all representations in any form or medium based in whole or in part upon the Data; all copies of the Data; all notes, analysis, materials and documents of any nature and in whatever form containing all or any portion of, or reference to, the Data; and all reproductions and such other media in any way related to the Data; and
permanently eliminate from all computers and information storage systems all copies, representations, reductions or transcriptions of the Data.

The Parties acknowledge that to the extent that it is not commercially practicable to immediately permanently eliminate all material referred to above from computer backup and information storage systems, the Licensee undertakes that it shall, and shall cause all Related Entities, Consultants, agents, officers, directors, employees, representatives and other advisors of the Licensee to permanently eliminate from such computer backup and storage systems all such material as such material is identified, accessed, recalled or reproduced. The Licensee shall also provide the Licensor with a written statutory declaration confirming the foregoing signed by the Licensee (if the Licensee is an individual) or by a corporate officer of the Licensee (if the Licensee is a corporate entity) whenever reasonably requested by the Licensor.

16. ARBITRATION

16.1 Any dispute arising between certain Parties under this Master Agreement (other than a dispute relating to a Party's decision to conduct an Audit) shall be resolved by arbitration in accordance with this section, and no Party shall commence any action or other judicial proceeding in respect of any such dispute.

16.2 Where a dispute cannot be resolved by discussions among the Parties concerned, it may be submitted to arbitration before an arbitration panel by any Party (other than the Administrator) to this Master Agreement, by the delivery of a written notice to that effect to the other Party or Parties to the dispute (the "Recipient Party"), setting out the dispute to be arbitrated ("Notice").

16.3 The following provisions shall govern the appointment of the arbitration panel:

the arbitrators shall be at arm's length to each Party who is also a party to the arbitration;
the arbitration panel shall consist of three arbitrators, one to be selected by the Party originally requesting arbitration (the "Initiating Party"), one to be selected by the Recipient Party and the third to be selected by the two arbitrators previously appointed;
the Initiating Party shall set forth in the Notice the name of the arbitrator which it has selected. Within seven (7) days of receipt of such Notice, the Recipient Party shall provide written notice to the Initiating Party of the name of its selected arbitrator;
if the Recipient Party fails to provide written notice of its selected arbitrator within the specified time period, the Initiating Party may apply to the Court of Queen's Bench of Alberta for the appointment of the second arbitrator in accordance with the Arbitration Act (Alberta);
in the event that the Recipient Party consists of two or more entities, the term "Recipient Party" will apply to all such entities collectively, and all acts required to be done by the Recipient Party must be completed unanimously by all such entities. For greater certainty, where notice must be given or application must be made by a Recipient Party comprised of two or more entities, such notice or application must be given or made by all entities unanimously or there will be a deemed failure on the part of the Recipient Party to provide such notice or make such application;
any Party who is not a party to the arbitration shall not be entitled to select, or participate in any decision for the selection of, an arbitrator; and
where the two previously appointed arbitrators are unable to agree upon the appointment of a third arbitrator as required under Section 16.3(b) hereof, either the Initiating Party or the Recipient Party may apply to the Court of Queen's Bench of the Province of Alberta for the appointment of the third arbitrator in accordance with the Arbitration Act (Alberta).

16.4 The arbitration panel shall determine the rights of any Party to conduct examinations for discovery (as that term is referenced in the Rules of Court for the Court of Queen's Bench of Alberta from time to time) upon a Party making a request for such a determination.

16.5 The arbitration panel appointed pursuant to Section 16.3 shall proceed immediately and, in any event, no later than fifteen (15) days after its appointment, to commence its hearing of the question or questions in dispute (the "Commencement"). The decision and reasons therefor shall be rendered within thirty (30) Business Days of Commencement.

16.6 The arbitration panel shall determine the liability among the parties to the arbitration for the costs of the arbitration (including, but not limited to, compensation of the arbitrators) and any damages; provided however, that any award of damages shall be subject to the provisions of Section 10.3 hereof.

16.7 The arbitration panel shall keep confidential all information submitted at the arbitration or otherwise coming to the attention of the arbitrators, except for disclosure to the parties to the arbitration.

16.8 Where as a result of an arbitration award, an amount is payable by one Party to another Party, the Party obligated to make payment shall pay the amount, within thirty (30) days from the delivery of the arbitration award in question, together with interest thereon from the date of the award to the date full payment is received by the other Party at an annual rate equal to the Prime Rate plus two (2%) percent calculated and compounded monthly.

16.9 Except as otherwise provided in this Article 16, the arbitration shall be conducted under and in accordance with the Arbitration Act (Alberta) and all regulations thereto.

17. ADMINISTRATOR'S DUTIES

17.1 The Administrator shall, within five (5) Business Days from January 1 and June 1 of each year that this Master Agreement is in effect, provide each Party with an alphabetical list of the Parties who have subscribed to this Master Agreement as of January 1 and June 1, respectively. The Administrator will concurrently post the said alphabetical list on its website. In the event of a conflict between the list posted on the Administrator's website and the hard copy list maintained at the Administrator's address, the latter will prevail.

17.2 The Administrator shall, within five (5) Business Days from receipt of a written request from any Party, provide such Party with an alphabetical list of the Parties who have subscribed to this Master Agreement as of the date of such request.

17.3 The Administrator or its successor shall maintain the duplicate original executed counterparts to this Master Agreement in its files for the reference of the Parties until the date that is two (2) years following the date that the Master Agreement terminates. Until such time, copies of any of the counterparts shall be provided by the Administrator or its successor on request by a Party.

17.4 The Administrator shall charge for its services according to an annually published fee schedule.

18. LIABILITY AND INDEMNITY OF ADMINISTRATOR

18.1 In no event shall the Administrator, its officers, directors, employees, shareholders, agents, representatives or other advisors be liable to any other Party and any party claiming by, through or under such Party, whether in contract or tort or otherwise, for any damages whatsoever or for any special, indirect, consequential or incidental damages, including but not limited to economic or financial loss, in respect of the Administrator acting in its capacity as such, except when and to the extent that losses, costs, damages or expenses are a result of the gross negligence or willful misconduct of the Administrator, its officers, directors, employees, shareholders, agents, representatives or other advisors.

18.2 Each Party, in relation to the Licenses to which it is a party and which are subject to this Master Agreement, indemnifies and saves harmless the Administrator, its officers, directors, employees, shareholders, agents, representatives and other advisors against all actions, proceedings, claims or demands made by any third party for losses, costs, damages and expenses in relation to such Licenses which may be brought against or suffered by the Administrator or which it may sustain, pay or incur by reason of anything arising out of or in any way attributable to the activities carried on or to be carried on by the Administrator or its officers, directors, employees, shareholders, agents, representatives or other advisors pursuant to this Master Agreement, except when and to the extent that losses, costs, damages or expenses are a result of the gross negligence or willful misconduct of the Administrator, its officers, directors, employees, shareholders, agents, representatives or other advisors.

19. APPOINTMENT AND REPLACEMENT OF ADMINISTRATOR

19.1 The CSEG shall be the Administrator unless replaced in accordance with a vote of the Parties under either subsection (a) or (b) below:

The Administrator shall be entitled to resign on thirty (30) days' written notice to the Parties. The Administrator's successor shall be nominated by at least four of the Parties and will be the party, association or contractor who receives the greatest number of votes in its favour. The Administrator shall conduct the election of its successor within the thirty (30) day notice period.
The Administrator shall be relieved of its duties on the affirmative vote of a simple majority of the voting Parties. If the Administrator is relieved by this method, the Party or Parties who proposed the vote shall succeed as the new Administrator, effective thirty (30) days after the date of the vote.

19.2 The Administrator shall promptly deliver all files and records relating to this Master Agreement to its successor, and the successor shall agree as Administrator to be bound by and subject to all the terms and conditions of this Master Agreement.

19.3 Any Party who has executed this Master Agreement and who proposes a vote under this Article 19 shall be responsible for preparing and distributing a mail ballot to each Party, tabulating the results and reporting the outcome of the vote to the Parties. A Party may vote by recording its vote on the mail ballot and returning it to the soliciting Party within twenty (20) days of receipt.

20. BROKER APPOINTED AS AGENT

20.1 The Licensee hereby appoints the Broker to act as its agent but only for the following restricted purposes:

in the event that a Licensee wishes to acquire, or is in the process of acquiring, a License from the Licensor, the Broker shall negotiate with the Licensor the terms and conditions of such acquisition on behalf of the Licensee; and
in the event that the Broker has negotiated terms and conditions for a License satisfactory to the Licensee and the Licensor, the Broker shall execute the Licensee's Confirmation for and on behalf of the Licensee, whose identity will remain confidential in accordance with the provisions hereof.

20.2 The Licensee and Licensor hereby acknowledge that the Broker in its role as agent for the Licensee and facilitator for the Licensor shall be representing the interests of both the Licensor and Licensee. Such dual representation may result in a conflict of interest. Any such conflict shall be resolved in favour of the Licensor.

21. MISCELLANEOUS

21.1 This Master Agreement and any Confirmations constitute the entire agreement between the Parties with respect to the subject matter hereof and supercede all prior agreements, prior Data licenses, understandings and communications between the Parties hereto, whether oral or in writing.

21.2 The Parties agree that any provision of this Master Agreement or any License which is, is deemed to be, or becomes void, illegal, invalid or unenforceable shall be severable herefrom and ineffective to the extent of such voidability, illegality, invalidity or unenforceability, and shall not invalidate, affect or impair the remaining provisions hereof. If and to the extent that any court or governmental authority of competent jurisdiction holds any provision of this Master Agreement to be invalid or unenforceable, the Parties will negotiate in good faith to equitably adjust the provisions of this Master Agreement with a view toward effecting its purposes; provided that such a holding shall not affect the validity or effectiveness of the other provisions of this Master Agreement, which will remain in full force and effect.

21.3 If there is a conflict between a Confirmation or Confirmations, this Master Agreement or any other agreement (other than an agreement in which the Parties expressly agree in writing that this provision of this Master Agreement shall not apply) between the Parties hereto, such conflict shall be resolved as follows:

in the event of any conflict between the Licensor's Confirmation and the Licensee's Confirmation, the provisions of the Licensor's Confirmation shall prevail;
in the event of any conflict between a Confirmation and this Master Agreement or any other agreement, the Confirmation shall prevail; and
in the event of any conflict between this Master Agreement and any other agreement, the provisions of this Master Agreement shall prevail.

21.4 The obligations set forth in Sections 3.6, 9.5 and 17.3, and Articles 6, 10, 13, 15 and 18 shall survive the termination of this Master Agreement.

21.5 This Master Agreement may not be amended except by written agreement signed by the Parties hereto.

21.6 This Master Agreement will enure to the benefit of and be binding upon the Parties and their respective permitted successors and assigns.

21.7 This Master Agreement shall be governed and interpreted according to the laws of the Province of Alberta and, subject to Section 16.1 hereof, each party hereto irrevocably attorns and submits to the jurisdiction of the Court of Queen's Bench of Alberta and all courts of appeal therefrom.

21.8 The rights of each Party hereto, whether granted by this Master Agreement or by law or equity, may be exercised, from time to time, singularly or in combination, and the waiver of one or more of such rights shall not be deemed to be a waiver of such right in the future or of any one or more of the other rights which the exercising Party may have. Any right, and any breach of a term, condition or provision of this Master Agreement by one Party shall not be deemed to have been waived by any other Party hereto unless such waiver is expressed in writing and signed by an authorized representative of such Party. The failure of any Party to insist upon the strict performance of any term, condition or provision of this Master Agreement shall not be construed as a waiver or relinquishment in the future of the same or any other term, condition or provision.

21.9 Each Party will perform all acts, execute and deliver all documents and instruments, do all such things and provide all such reasonable assurances as may be reasonably necessary or desirable to give effect to the provisions hereof.

21.10 Time is of the essence of this Master Agreement and every License.

21.11 The headings of the articles of this Master Agreement are for convenience of reference only and shall not affect the interpretation hereof.

21.12 This Master Agreement may be executed in counterpart and, when a counterpart has been executed by a Party, that counterpart shall be binding against that Party as of the date of that Party's execution. All counterparts together shall constitute one Master Agreement. Notwithstanding the foregoing, this Master Agreement shall not be binding on any Party until the Administrator has signed a counterpart.

21.13 In witness of its agreement to be bound by the terms of this Master Agreement, the undersigned:

has caused this counterpart copy of the Master Agreement to be duly executed on the date indicated below; and
has caused this counterpart to be delivered to the Administrator of the Master Agreement.

21.14 A counterpart delivered to the Administrator with conditions will not be effective.

_______________________________	CANADIAN SOCIETY OF EXPLORATION GEOPHYSICISTS
(Party Name)
Per:__________________________ Name: Title:	Per:__________________________ Name: Title:
Per:__________________________ Name: Title:	Per:__________________________ Name: Title:
Dated:__________________________________	Dated:__________________________________

Documents in MS Word format:

CSEG Master Seismic Data License Agreement (2001)

Master Licensing Agreement (MLA) Fee Schedule

Master Licensing Agreement (MLA) Signing Procedures