DIGITAL AGREEMENT (Microsoft Marketplace) This Digital Agreement (document control number [●]) is entered into as of [●] (the “Effective Date”) by and between [BH Entity], having its place of business at [BH Entity Registered Address] (“BH”), and [CUSTOMER] having a place of business at [Customer Registered Address] (“Customer”). BH and Customer to be referred each as a “Party” and together as the “Parties.” 1. DEFINITIONS The capitalized terms used in this Agreement (as defined below) shall have the meaning given to them below. Words imparting the singular shall also include the plural and vice versa, as the context requires. 1.1 “Acceptable Use Policy” means the acceptable use restrictions contained in an Order. 1.2 “Affiliate” means, with respect to a Party, an entity that controls, is controlled by, or is under common control with such Party, where control means ownership, directly or indirectly, of fifty (50) percent or more of the voting shares of the subject entity or the right to appoint a majority of the board of directors of the subject entity, provided however that an Affiliate shall not include (a) a controlling entity that is a sovereign state or a political subdivision or governmental authority of a sovereign state (a “Sovereign Entity”), or (b) any entity that would be an Affiliate only due to being under common control by a Sovereign Entity. 1.3 “Agreement” means, unless otherwise provided herein, this Digital Agreement and applicable Orders and Riders. 1.4 “Applicable Law” means any law, statute, order, decree, rule, injunction, license, permit, consent, approval, agreement, regulation, interpretation, treaty, judgment, or legislative or administrative action of a competent government authority, which applies to the sale or provision of any BH Offering. 1.5 “BH Offerings” means, the Software, Hosted Services, Professional Services, Software-as-a-Service and Hardware, which are made available by BH to Customer in accordance with an Order and one or more applicable Riders. 1.6 “BH Taxes” means all corporate income taxes imposed on BH and any taxes imposed on BH’s employees in connection with the execution of, performance of or payment under this Agreement. 1.7 “Change Order” means a document setting out changes to an Order, including, without limitation, changes to the scope, pricing, usage limitations, license and subscription terms, milestones, or estimated delivery dates. 1.8 “Confidential Information” means non-public materials, documentation and/or information disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) that is identified as or would reasonably be understood by the Receiving Party to be confidential and/or proprietary, provided, however, Confidential Information does not include information that: (a) was in Receiving Party’s possession before receipt from Disclosing Party as documented by written records; (b) is or becomes available to the public through no fault of Receiving Party; (c) is received in good faith by Receiving Party from a third party and is not subject to an obligation of confidentiality owed to Disclosing Party; or (d) is independently developed by Receiving Party without reference to Disclosing Party’s Confidential Information received hereunder. 1.9 “Customer Content” means any software, data, metadata, information, or documentation provided by Customer and which Customer uses in conjunction with any BH Offerings. Customer Content also includes any results, models or applications created using Customer Content and created solely by Customer on platforms provided as part of the BH Offerings. 1.10 “Customer Taxes” means all existing and future taxes, duties, fees, and other charges of any nature (including, but not limited to, ad valorem, consumption, excise, franchise, gross receipts, import, export, license, property, sales and use, stamp, storage, transfer, turnover, value-added taxes (“VAT”), or other similar taxes, and any and all items of deficiency, penalty, addition to tax, interest, or assessment related thereto), imposed or assessed by any governmental authority of any country in connection with the execution of, performance of or payment under this Agreement, but excluding BH Taxes. 1.11 “Data Protection Plan” means BH’s standard security policies applicable to the Hosted Services designed to secure Customer Content against accidental or unlawful loss, access, or disclosure, as set forth in an Order. 1.12 “Documentation” means all product manuals, technical specifications, and user instructions regarding the capabilities, operation, installation, and use of the BH Offerings, whether in printed, on-line, or electronic form (excluding training materials), as may be made available or updated pursuant to an Order from time-to-time. 1.13 “Group” means with respect to either Party, such Party, its Affiliates, and in connection with the project to which the BH Offering relates, its joint venture partners, joint interest owners, co-lessees, consortium members, and/or other partners, and, in respect of Customer only, Customer’s site owner, User, or site operator; and for all of the above, also its and their contractors and subcontractors of any tier in connection with said project, as well as the shareholders, officers, directors, employees, invitees, agents, and consultants of all of the foregoing. “Customer Group” and “BH Group” shall be construed accordingly. BH Group does not include any member of Customer Group and Customer Group does not include any member of BH Group. 1.14 “Hardware” means hardware equipment, such as sensors or other electronic components, that are described in an Order and provided by BH to Customer subject to this Agreement, the Order and applicable Rider (the “Hardware Rider”). 1.15 “Hosted Services” means the software subscription services, software platforms, or equipment monitoring services that are described in an Order, hosted by BH and access to which is provided as a service to Customer subject to this Agreement, the Order and the applicable Rider (the “Hosted Services Rider”). 1.16 “Intellectual Property Rights” means patent rights (including patent applications and disclosures), copyrights, trade secrets, know-how and any other intellectual property rights recognized in any country or jurisdiction in the world, now or hereafter existing, and whether or not perfected, filed or recorded. 1.17 “Order” means the ordering document executed by the Parties pursuant to Section 2 that specifies scope and price of the BH Offerings to be provided to the Customer by BH, as well as any additional terms and conditions applicable. 1.18 “Privacy Policy” means BH’s privacy policy currently available at https://www.bakerhughes.com/privacy, as modified by BH from time-to-time upon notice to Customer, the terms of which are hereby incorporated by reference and made a part of this Agreement. 1.19 “Professional Services” means the design, development, installation, connection, configuration, consulting, training, implementation services or similar services described in an Order and provided by BH to Customer subject to this Agreement, the Order and applicable Rider (the “Professional Services Rider”). 1.20 “Rider” means an agreement, supplemental to this Agreement, which is executed by the Parties pursuant to Section 2.3 and contains additional terms and conditions specific to a BH Offering specified thereunder, including those Riders specified in Section 2.1. 1.21 “Software” means the computer software, related Documentation and maintenance and support services described in an Order and provided by BH to Customer subject to this Agreement, the Order and the applicable Rider (the “Software Rider”). For the avoidance of doubt, Software excludes any software hosted by or on behalf of BH and provided as part of Hosted Services. 1.22 “Software-as-a-Service” means the software subscription services, software platforms, or equipment monitoring services that are described in an Order, hosted on Customer’s Microsoft Azure account, and access to which is provided as a service to Customer subject to this Agreement, the Order and the applicable Rider (the “Software-as-a-Services Rider”). 1.23 “User” means the individual who has access to one or more of the BH Offerings through Customer, either as an employee of Customer or otherwise. 2. RIDERS, BH OFFERINGS, AND ORDERING PROCESS 2.1 Riders. This Agreement will be accompanied by one or more of the following Riders executed by the Parties: 2.1.1 Hosted Services Rider 2.1.2 Software Rider 2.1.3 Hardware Rider 2.1.4 Software as a Service Rider 2.1.5 Professional Services Rider 2.2 BH Offerings. BH will make available to Customer the BH Offerings set forth in an Order subject to the terms and conditions of this Agreement and the applicable executed Riders. At its discretion, BH may from time-to-time make additional BH Offerings available to Customer, and the Parties may execute additional Riders applicable to such additional BH Offerings. 2.3 Ordering Process. Customer may from time-to-time submit an Order specifying BH Offerings. Such Order will be binding only upon the execution of the Order and each Rider applicable to the BH Offerings specified in the Order. Upon such execution, the Order and applicable Riders are incorporated into this Agreement by reference. In the event of any inconsistency, the following order of precedence, from highest to lowest priority, shall control: (a) this Agreement; (b) applicable Rider; (c) Change Order; and (d) Order. 2.4 Change Orders. The Parties may from time-to-time modify an Order by executing a Change Order. BH shall not be obligated to provide BH Offerings other than as set forth in an Order any without a written Change Order executed by both Parties setting forth the terms of the modifications, including adjustment of any Fees. Unless otherwise provided herein, references to an Order shall include a Change Order. 2.5 Contractors and Affiliates. BH has the right to use contractors and Affiliates to perform its obligations in connection with any Order. In such event, BH shall remain responsible to Customer meeting the terms of any such Order. 2.6 Restrictions. Customer shall not, directly or indirectly: (a) sell, license, sublicense, resell, rent, lease, transfer, assign, copy, distribute, modify, create derivative works of any BH Offering; (b) reverse engineer, disassemble, or decompile, in whole or in part, any BH Offerings or apply any other process or procedure to derive any source code included within any BH Offerings; (c) use any BH Offerings to provide service bureau, facilities management, outsourcing services, or other fee-for-hire services for other entities; (d) access or use the BH Offerings in a way intended to avoid incurring Fees or to exceed usage limits or quotas; or (e) remove, alter, or obscure any proprietary notices that accompany the BH Offerings. 2.7 Unauthorized Uses. Customer acknowledges that the BH Offerings are not intended, designed or authorized for (a) real-time control or time-sensitive applications that have the potential to cause death, personal injury, or property damage or that could result in radioactive, chemical, or biological contamination or environmental damage or (b) use in connection with any nuclear facility or activity (collectively, “Unauthorized Uses”), and Customer represents, warrants, covenants and agrees that it shall not use, or permit others to use, the BH Offerings in connection with any Unauthorized Uses. 3. FEES AND PAYMENT 3.1 Payment Terms. Customer will pay all fees, costs and expenses for each BH Offering as specified in the applicable Order (collectively, the “Fees”). 3.1.1 Subject to Section 3.1.2, Customer will be invoiced for each of its payment obligations via its Microsoft Azure Marketplace account and in accordance with its Microsoft Customer Agreement. 3.1.2 If, for any reason, invoicing or payment cannot be processed via the Microsoft Azure Marketplace, then payment will be due on the date specified in the applicable Order; provided, however, that if the Order does not specify a date on which such payments are due, such payment will be due within thirty (30) calendar days of the date of BH’s invoice. All payments of Fees shall be made without set off for other claims or disputed BH Taxes. Payment shall be made in the currency quoted. 3.2 Equitable Adjustment. Should an Applicable Law make a material modification in the BH Taxes due after executing an Order, the Parties will negotiate an equitable adjustment in such Order to mitigate the effects of such modification. In the event any such change makes BH’s execution of its obligations illegal, unreasonably burdensome or unbalanced, BH shall have the right to terminate the applicable Order without any liability. 3.3 Late Payments. If Section 3.1.2 applies, Customer shall pay a monthly late payment charge computed at the rate of 1.5%, or the maximum interest rate permitted by law, whichever is less, on any past due amount for each calendar month (or fraction thereof) that the payment is overdue, and Customer shall reimburse BH for any and all costs and expenses of BH’s collections efforts including reasonable attorney’s fees, and costs associated with compromises and judgments arising therefrom. 3.4 Audit. Customer agrees to permit BH or BH’s designated agent, upon reasonable notice to Customer, to audit Customer’s books, records, and facilities to verify Customer’s compliance with the terms and conditions of this Agreement, including any usage limitations or restrictions applicable to the BH Offerings. If any audit reveals an underpayment by Customer, BH may invoice Customer for such underpayment in accordance with BH’s standard policies. Customer agrees to pay such invoice in accordance with the payment terms of this Agreement. BH shall pay the costs for any such audits, unless an audit reveals that Customer has underpaid by more than 15% of the fees owed in any 3-month period, in which case, Customer shall reimburse BH for its reasonable audit costs. 4. TAXES 4.1 Sales and Similar Taxes. BH shall be responsible for and shall pay all BH Taxes, and Customer shall be responsible for and shall pay all Customer Taxes. Fees in any Order do not include any Customer Taxes. Any applicable Customer Taxes will be added to the invoice for Fees. For sales and use taxes, where applicable, Customer may remit such taxes directly if Customer timely provides BH a direct pay or exemption certificate. 4.2 Applicable Law. Customer shall be responsible for and shall pay any stamp duty, fee, or registration due under Applicable Law as a result of this Agreement or any Order. Customer shall provide BH proof of payment and/or registration ten (10) days from the due date required by Applicable Law. BH may provide the applicable BH Offerings and invoices locally via its relevant branch or permanent establishment. 4.3 Deductions and Withholdings. If Customer is required to deduct or withhold any BH Taxes from the amounts payable under an Order, Customer shall: (1) give BH at least thirty (30) days’ notice; (2) make all reasonable efforts to minimize such deduction or withholding in accordance with Applicable Law; (3) provide BH, within thirty (30) days from payment, the official receipt issued or alternative document acceptable to tax authorities; and (4) request of BH any required tax residence certificates or other documentation to apply for any exempted or reduced tax regime. 4.4 Exemptions. If Customer benefits from any tax, fee or duty exemption applicable to BH Group, Customer agrees to provide acceptable documentation and instructions of such exemption to BH without charge and prior to (as applicable): (1) entering into the Agreement; (2) invoicing; or (3) any other relevant event. Customer shall promptly notify BH as to any known revocation, expiry or other change in the exemption. If BH is denied exemption due to Customer’s failure, BH may invoice and Customer shall promptly pay the resulting tax, fee or duty, fines, penalties, interest and court costs. 4.5 Export and Intra-EU Shipments. If Customer exports or ships any BH Offering intra-European Union, Customer will provide BH, free of charge and within ninety (90) days (or, in the case of exports from the US, thirty (30) days), evidence of export/shipment acceptable to the competent tax and customs authorities. Should Customer fail to provide such evidence, BH may invoice and Customer will pay any and all resulting VAT, sales and use tax, or similar taxes. 5. CUSTOMER CONTENT Customer is solely responsible for all Customer Content and represents, warrants and covenants that Customer has done everything necessary for proper use of the Customer Content, including, without limitation: (a) ensuring data quality, accuracy and completeness; (b) compliance with Applicable Laws and securing all necessary rights and permissions necessary to use the Customer Content; (c) ensuring maintenance and updates; (d) securing all rights and meeting all obligations as to third-party software contained therein; (e) ensuring collecting, inputting and updating all Customer Content stored on, and in connection with, any BH Offerings; and (f) ensuring that the Customer Content does not (i) include anything that infringes or misappropriates the copyright, trade secret, trademark or other Intellectual Property Rights of any third party, or (ii) contain anything obscene, defamatory, harassing, offensive or malicious. BH will not bear any cost or other liability arising out of any Customer Content, including, without limitation, any such issues that may affect the quality and usefulness of any BH Offerings. Customer hereby grants to BH and its Affiliates a perpetual, royalty free, paid-up, transferable, non-exclusive license (with the right to sublicense through one or more tiers) to access, use, copy, store, configure, perform, display and transmit the Customer Content to (a) provide the BH Offerings and (b) maintain, protect, create, develop, and improve the BH Offerings and other products and services provided by BH, its Affiliates and their respective contractors. The license granted in the previous sentence shall survive the expiration or termination of this Agreement. 6. OWNERSHIP 6.1 BH Offerings. As between BH and Customer, and except as specifically provided in an Order, BH exclusively owns all right, title and interest in and to all BH Offerings (including all improvements, modifications, additional functionality, enhancements and derivatives thereof) and all Intellectual Property Rights therein, whether or not patentable or copyrightable, and whether conceived, created, developed or reduced to practice solely by, or jointly between, a member of BH’s Group and/or a member of Customer’s Group (“Developed Intellectual Property”); provided, however, that Developed Intellectual Property does not include Customer Content. To the extent that any Developed Intellectual Property represents copyrightable subject matter, such copyrightable subject matter and the copyrights subsisting therein shall, for the benefit of BH, be considered “works made for hire” under the copyright law of the United States, and the equivalent of works made for hire as recognized under the copyright laws of other countries. To the extent that the foregoing does not apply to the Developed Intellectual Property, Customer hereby irrevocably assigns to BH, without any requirement of further consideration or documentation, all right, title and interest in and to all Developed Intellectual Property, including the right to sue, counterclaim and recover for all past, present and future infringement or misappropriation thereof throughout the world. To the extent that Applicable Law does not permit BH to be the owner of such Developed Intellectual Property, then the Customer hereby grants to BH and its Affiliates a non-exclusive, transferable, perpetual, irrevocable, non-terminable, world-wide, fully paid up license (with the right to sublicense through one or more tiers) in such Developed Intellectual Property to use, create derivate works based on, sell, license, commercialize and otherwise exploit such Developed Intellectual Property and any BGHE Offerings that may include, be based upon, or derived from any such Developed Intellectual Property. Customer shall ensure that the appropriate members of Customer Group execute written assignment documents that enable Customer to fully comply with this Section and do all things (including executing and delivering instruments of assignment) as may reasonably be requested by BH to give effect to the provisions of this Section. 6.2 Customer Content. As between BH and Customer, BH acknowledges that Customer owns all right, title and interest in and to the Customer Content. 7. CONFIDENTIALITY 7.1 Non-Disclosure and Non-Use. Receiving Party shall not directly or indirectly, at any time, without the prior written consent of Disclosing Party, use or disclose the Confidential Information or any part thereof for any use other than necessary for the performance of the Receiving Party’s obligations under this Agreement or as otherwise expressly permitted by this Agreement. Receiving Party shall use reasonable efforts, but not less than those efforts it uses to protect its own information of a similar nature, to avoid disclosure, dissemination, or unauthorized use of Disclosing Party’s Confidential Information. Subject to the terms of this Agreement, Receiving Party may disclose Disclosing Party’s Confidential Information only to those of its employees and its contractors who (a) actually need to know such Confidential Information in connection with this Agreement and (b) have an executed written confidentiality agreement with the Receiving Party that contains confidentiality terms that are no less restrictive that the confidentiality terms of this Agreement. 7.2 Destruction of Confidential Information. Promptly following the expiration or termination of this Agreement or an Order, Receiving Party will destroy all documents or other materials furnished by Disclosing Party to Receiving Party constituting Disclosing Party’s Confidential Information, together with all copies thereof. Notwithstanding the foregoing, archival copies not accessed in the normal course of business need not be destroyed, but shall remain subject to the confidentiality obligations set forth herein. 7.3 Compelled Disclosure. If a governmental authority requests the Receiving Party to disclose any Confidential Information, the Receiving Party shall promptly notify the Disclosing Party, to the extent permitted by law, to permit the Disclosing Party to seek a protective order or take other appropriate action and shall reasonably assist in such activities. Receiving Party shall only disclose that part of the Confidential Information as is required by law and shall use commercially reasonable efforts to obtain confidential treatment therefor. 7.4 Injunctive Relief. In addition to any other rights and remedies under this Agreement or at law, Receiving Party acknowledges and agrees that, due to the nature of the Confidential Information, its confidentiality obligations to the Disclosing Party under this Agreement are of a unique character and agrees that any breach of such obligations may result in irreparable and continuing damage to the Disclosing Party for which there may be no adequate remedy in damages and accordingly the Disclosing Party shall be authorized and entitled to seek injunctive or other equitable relief. 8. INDEMNIFICATION 8.1 By BH. BH shall defend and indemnify Customer, Customer’s Affiliates, and each of their respective employees, officers, directors, and representatives (“Customer Indemnitees”) from and against any claims, damages, losses, liabilities, costs, and expenses, including reasonable attorneys’ fees, arising out of any third-party claim brought against a Customer Indemnitee alleging that Customer’s use of any BH Offering in accordance with this Agreement infringes any United States patent or copyrights owned by such third-party (the “Infringement Claim”), provided, that, BH has no obligation or liability under this Section for any Infringement Claim to the extent caused by: (a) a modification to the BH Offerings not provided or performed by BH; (b) any Customer Content ; (c) the combination of the BH Offerings with other hardware, software, content, or services not provided by BH; (d) the use of an infringing BH Offering after BH has provided a non-infringing alternative; or (e) use of the BH Offerings beyond the scope authorized by this Agreement. If use of any BH Offering becomes, or in BH’s opinion is likely to become, enjoined or subject to a valid claim of infringement, BH may, at BH’s option: (i) procure, at no cost to Customer, the right to use such BH Offering, or (ii) modify the BH Offering such that it is not infringing, provided, however, if the foregoing are not commercially reasonable, BH may, as applicable, terminate the portion of the Order as to the affected BGHE Offering and, to the extent the affected BGHE Offering is a service, refund the terminated and unexpired portion of the prepaid Fees related to such service. This Section states BH’s sole obligation and exclusive liability and Customer’s sole remedy, for any Infringement Claims. 8.2 By Customer. Customer shall defend and indemnify BH, BH’s Affiliates and licensors, and each of their respective employees, officers, directors, and representatives (“BH Indemnitees”) from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees), Regardless of Cause of Action, arising out of (a) any Unauthorized Uses or uses not authorized by this Agreement and the applicable Order or (b) any third-party claim concerning: (i) any use by Customer or Customer Group of the BH Offerings, other than an Infringement Claim; (ii) a dispute between Customer and any Customer Group member; (iii) personal injury, death and/or property damage alleged to be caused by Customer’s or Customer Group member’s use of BH Offerings; (iv) any Customer Content or the combination of Customer Content with other applications, content, or processes; or (v) any breach or allegation of breach of any obligation under this Agreement. “Regardless of Cause or Action” means (to the maximum extent permitted by applicable law) regardless of: cause, fault, default, negligence in any form or degree (including gross negligence, willful misconduct, strict or absolute liability), breach of duty (statutory or otherwise), breach of representation or warranty, of or by any person or entity, including the indemnified party or any defect in any product, equipment, tool, or premises; for all of the above, whether pre-existing or not and whether the claims result from contract, warranty, indemnity, tort, extra-contractual or strict liability, quasi contract, law, or otherwise. 8.3 Cooperation. As a condition of either Party’s obligation to defend and indemnify the other Party under this Section, the Party being indemnified (the “Indemnified Party”) shall (a) promptly notify the other Party (the “Indemnifying Party”) of the claim in writing and Indemnified Party’s failure to deliver written notice, to the extent prejudicial to the Indemnifying Party’s ability to defend such claim, shall relieve the Indemnifying Party of liability to the Indemnified Party; (b) tender to Indemnifying Party sole control and authority over the defense or settlement of such claim, and assist in such defense and settlement as the Indemnifying Party may reasonably request (at the Indemnifying Party’s sole cost and expense). Indemnifying Party shall have the right settle a claim covered by this Section without the prior written consent of the Indemnified Party if (a) Indemnifying Party will pay in full all monetary elements of the settlement and (b) the settlement includes a full release in favor of the Indemnified Party from all losses arising out of, in connection with or relating to such claim. 9. LIMITATIONS OF LIABILITY THE PARTIES, INCLUDING THEIR AFFILIATES AND LICENSORS, SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF PROFITS OR REVENUE, USE, GOODWILL, DATA, CORRUPTION OR INACCURACY OF DATA, OR COSTS OF SUBSTITUTE GOODS OR SERVICES, REGARDLESS OF CAUSE OR ACTION (INCLUDING NEGLIGENCE). CUSTOMER IS SOLELY RESPONSIBLE FOR, AND BEARS ALL RISKS ASSOCIATED WITH THE CONTROL, OPERATION, AND USE OF CUSTOMER EQUIPMENT AND CUSTOMER CONTENT, AS WELL AS CUSTOMER’S USE OR OPERATION OF ANY BH OFFERING. BH, INCLUDING ITS AFFILIATES AND LICENSORS, SHALL NOT BE LIABLE FOR CLAIMS ARISING OUT OF THIS AGREEMENT IN A CUMULATIVE AMOUNT EXCEEDING CUSTOMER’S ACTUAL DIRECT DAMAGES, UP TO THE AGGREGATE AMOUNT PAID BY CUSTOMER FOR THE BH OFFERING GIVING RISE TO THE LIABILITY IN THE ONE (1) YEAR PERIOD PRECEDING THE CLAIM; AND CUSTOMER SHALL DEFEND AND INDEMNIFY BH INDEMNITEES FROM AND AGAINST ANY CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES), REGARDLESS OF CAUSE OF ACTION, WHICH EXCEED THE FOREGOING CUMULATIVE AMOUNT. CUSTOMER ACKNOWLEDGES THAT THE BH OFFERINGS CONSTITUTE EXPERT SYSTEMS REQUIRING PROPER USE AND TRAINING. 10. TERM AND TERMINATION 10.1 Term. The term of this Agreement will commence on the Effective Date and continue until terminated in accordance with the terms hereof, provided that this Agreement (including any applicable Rider) shall remain in effect with respect to any Order then in effect until the termination or expiration of the term thereof (including any renewals set forth in the applicable Order or applicable Rider) (the “Term”). 10.2 Termination. 10.2.1 Without Cause. A Party may terminate an Order issued hereunder without cause or for convenience only as expressly permitted by the applicable Order for the BH Offering specified therein. A Party may terminate this Agreement without cause or for convenience upon thirty (30) days prior written notice to the other Party so long as there are no Orders then in effect. 10.2.2 For Breach. Either Party may terminate this Agreement, or any individual Order, for a material breach by the other Party, which breach is not cured within thirty (30) days of written notice provided to the breaching Party, or which breach is incapable of being cured. 10.2.3 For Insolvency. A Party may terminate this Agreement upon notice to the other Party if the other Party becomes insolvent, makes an assignment for the benefit of creditors, has a receiver or trustee appointed, or is the subject of a proceeding under bankruptcy or insolvency law that is not dismissed within thirty (30) days of the filing date thereof. 10.2.4 Effect of Termination. The expiration or termination of this Agreement, or of any Order and any applicable Rider, shall terminate the rights and licenses to Customer to access or use the BH Offerings specified thereunder. Upon any termination or expiration of this Agreement, the following Sections survive: 3 (Fees and Payment), 4 (Taxes), 6 (Ownership), 7 (Confidentiality), 8 (Indemnification), 9 (Limitations of Liability), 10 (Term and Termination), and 12 (Miscellaneous). 11. SECURITY AND DATA PRIVACY BH shall use reasonable efforts to implement appropriate measures regarding security and data privacy, in accordance with the Data Protection Plan. With respect to Customer Content accessed by BH as part of a BH Offering, BH shall act as the data processor of Customer Content in accordance with Customer’s instructions as contemplated by this Agreement. If Customer Content includes any data subject to specific legal or regulatory requirements (including, but not limited to, health care data, sensitive personal information, export-controlled data, or sensitive government data), BH shall not have any responsibility to discover or determine the appropriate classification of Customer Content or to comply with such requirements, except to the extent that the applicable Order specifies that the BH Offerings meet a particular standard. Customer consents to BH’s collection, use, and disclosure of information associated with the BH Offerings as described herein, and in particular to the processing of Customer Content in, and the transfer of Customer Content into, any country in which BH or its Affiliates or contractors maintain facilities (including the United States) unless expressly set forth in an Order to the contrary. BH shall treat Customer contact information (including business contact information of Customer representatives) in accordance with the Privacy Policy. Customer consents to the disclosure of Customer Content to BH’s contractors and Affiliates who agree to maintain and use Customer Content in accordance with this Agreement. EXCEPT FOR UNAUTHORIZED INTRUSIONS DIRECTLY CAUSED BY BH’S NON-COMPLIANCE WITH ITS OWN DATA PROTECTION PLAN, BH SHALL HAVE NO LIABILITY ARISING FROM CYBERATTACKS OR UNAUTHORIZED INTRUSIONS IN CONNECTION WITH ANY BH OFFERINGS. 12. MISCELLANEOUS 12.1 Excusable or Delayed Performance. BH shall not be liable or be considered in breach or default of its obligations for delays or nonperformance to the extent delays or nonperformance is caused, directly or indirectly due to reasons beyond its reasonable control, including, but not limited to, acts of God, acts or inaction of Customer, prerequisite work by others, acts of civil or military authority, government priorities, changes in laws or regulations, fires, strikes or other labor disturbances, floods, epidemics, war, terrorism, riot, delays in transportation or car shortages, or inability to obtain or delay in obtaining suitable labor, materials, government permits, or facilities. In the event of any such delay or nonperformance, the time of performance shall be extended for a period equal to the time lost by reason of the delay, or if performance is rendered impossible, BH shall be excused from performance subject to an equitable adjustment to the applicable Fees. In the event BH is delayed by conditions caused by Customer or by prerequisite work by other contractors or suppliers of Customer, BH shall be entitled to an equitable Fee adjustment in addition to extension of the time of performance. 12.2 Independence; No Third-party Beneficiaries. BH and Customer are independent contractors, and neither Party, nor any of their respective Affiliates, is an agent, partner or joint-venturer of the other for any purpose or has the authority to bind the other. This Agreement does not create any third-party beneficiary rights in any individual or entity that is not a party to this Agreement. 12.3 Trade Compliance. Each Party shall comply with Applicable Laws that govern the import, export, or re-export of data or materials supplied under this Agreement, except to the extent such compliance is contrary to the laws of the United States of any European Union laws. Without limiting the foregoing, Customer agrees that it shall not sell, distribute, disclose, release, or otherwise transfer any item or technical data provided under this Agreement to: (i) any country designated as a "State Sponsor of Terrorism" by the U.S. Department of State including, for this Agreement, the countries of Cuba and North Korea (ii) any entity located in, or owned by an entity located in, a "State Sponsor of Terrorism" country, Cuba, or North Korea, (iii) the region of Crimea, or (iv) any person or entity listed on the “Entity List” or "Denied Persons List" maintained by the U.S. Department of Commerce, the list of "Specifically Designated Nationals and Blocked Persons" maintained by the U.S. Department of Treasury or any other applicable prohibited party list of the US Government. This clause shall apply regardless of the legality of such a transaction under local law. Except as otherwise agreed in writing between the Parties, each Party shall be responsible for obtaining and maintaining any authorization required for its performance under this Agreement (including the transfer any item or technical data under this Agreement), such as export license, import license, exchange permit or other required government export or import authorization. Each Party shall provide reasonable assistance necessary for the other Party to secure and comply with such authorizations as may be required. Each Party shall not be liable if any government export authorization is delayed, denied, revoked, restricted or not renewed despite commercially reasonable efforts by the Party. Additionally, such delay, denial, revocation or non-renewal shall not constitute a breach of this Agreement. Customer acknowledges that BH may conduct periodic screening of Customer and of its beneficial owners to comply with applicable laws and consents to the foregoing. 12.4 Severability; Interpretation and Waivers. If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement shall remain in full force and effect. Any invalid or unenforceable portions shall be interpreted to effect the intent of the original portion. If such construction is not possible, the invalid or unenforceable portion shall be severed from this Agreement but the rest of the Agreement shall remain in full force and effect. Section headings are used for convenience only. The failure of a Party to enforce any provision of this Agreement shall not constitute a present or future waiver of such provision or limit a Party’s right to enforce such provision at a later time. All waivers must be in writing and signed by the Party issuing the waiver. 12.5 Notices and Language. All communications and notices to be made or given pursuant to this Agreement must be in the English language. BH may provide any notice required or permitted to be given to Customer under this Agreement by sending a notice to the mailing or email address below: Address: [Customer Registered Address] Phone: Email: Notices to BH may be provided as follows: By personal delivery, overnight courier or registered or certified mail: BH Digital [BH Delft ND Address] Phone: Email: Attention: Office of the Legal Counsel Either Party may update the email or address for notices to the other Party by giving notice stated above. 12.6 Assignment; Delegation; Novation. Neither Party may assign, delegate or novate to third-parties this Agreement, in full or in part, without the prior written consent of the other Party, which consent shall not be unreasonably delayed or withheld; provided, however, that BH may, without Customer’s consent, assign, delegate or novate the Agreement, in full or in part, to one or more Affiliates of BH. The Parties agree to execute such documents as may be necessary to effect the permitted assignments, delegations or novations. Nothing herein shall restrict BH from subcontracting portions of the BH Offerings, provided that BH remains responsible to Customer for performance its obligations hereunder. 12.7 Entire Agreement; Amendments. This Agreement, together with applicable Orders and Riders, is the entire agreement between Customer and BH regarding the subject matter herein, and supersedes all prior or contemporaneous representations, understandings, agreements, or communications between Customer and BH, whether written or oral, regarding the subject matter herein. Any amendments to this Agreement must be in writing and must be signed by both Parties. No oral agreement, course of dealing, or trade usage shall be deemed to modify this Agreement. 12.8 Choice of Law; Applicable Law. This Agreement shall be governed by the laws of: (a) the State of New York, if Customer is incorporated in the USA; or (b) England and Wales, if Customer is incorporated outside the USA, without reference to its conflict of laws provisions. The provisions of the United Nations Convention on the International Sale of Goods shall not apply to this Agreement. Except as otherwise expressly provided with regard to the members of each party’s Group, none of the terms herein are intended to be enforced by third parties under the United Kingdom Contracts (Rights of Third Parties) Act (1999), where applicable. BH and Customer shall be entitled to modify, vary, amend, or extinguish such rights without the consent of any third parties or member of either party’s Group. All disputes arising out of or in connection with this Agreement shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by a single arbitrator appointed in accordance with the said Rules of Arbitration. The seat, or legal place, of arbitration shall be: (a) New York, New York, if Customer is incorporated in the USA; or (b) Geneva, Switzerland, if Customer is incorporated outside the USA. The language of arbitration shall be English. The Emergency Arbitrator Provisions shall not apply. The obligations of this Section shall not apply to any claim (including for injunctive relief) by a Party arising from an actual or alleged infringement of its copyright, patent or patent application, trademark, or trade secret, or for any breach of confidentiality hereunder. 12.9 U.S. Government Contracting. If Customer is a U.S. Government entity or procures BH Offerings for or on behalf of a U.S. Government entity, the following provisions apply: (a) Customer agrees that all BH Offerings meet the definition of “commercial-off-the-shelf” (“COTS”) or “commercial item” as defined in FAR 2.101, and that the subparagraph terms of FAR 52.212-5(e) or FAR 52.244-6 (or, for orders from the U.S Government, FAR 52.212-5 and FAR 52.212-4 with tailoring to the extent permitted by FAR 12.302 by replacing all paragraphs except those listed in FAR 12.302(b) with these terms and conditions), and (subject to subsection (e) below) DFARS 252.212-7001(c) or DFARS 252.244-7000, whichever are applicable, apply only to the extent applicable to COTS or commercial items and only as appropriate for the dollar value of this order; (b) with regard to any terms related to Buy American Act or Trade Agreements, the country of origin of BH Offerings is unknown unless otherwise specifically stated in writing by BH; (c) Customer agrees that any services offered by BH are exempt from the Service Contract Act of 1965 (FAR 52.222-41); (d) Customer agrees that this sale is not funded, in whole or in part, by the American Recovery and Reinvestment Act unless otherwise set forth in a written agreement of the Parties; (e) BH makes no representations, certifications, or warranties whatsoever with respect to the ability of BH Offerings to satisfy DFARS 252.225-7009, Restriction on Acquisition of Certain Articles Containing Specialty Metals; (f) with regard to DFARS 252.204-7012, Customer agrees that no Unclassified Controlled Technical Information or Covered Defense Information shall be provided to BH, delivered by BH to Customer, or used by BH in the performance of this Agreement; and (g) Customer is solely and exclusively responsible for compliance with any other applicable statutes or regulations governing sales to the U.S. Government, and BH makes no representations, certifications or warranties whatsoever with respect to the ability of BH Offerings or prices to satisfy any such statutes and regulations other than those contained herein. IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their respective duly authorized officers or representatives. BH CUSTOMER Signature Signature Print Name / Title Print Name / Title Date Date -------------------------------------------------------------------------------------------------------------------- SOFTWARE-AS-A-SERVICE RIDER TO DIGITAL AGREEMENT (Microsoft marketplace - Customer hosting) This Software-as-a-Service Rider (“Rider”) is entered into as of [●] by and between Baker Hughes Reservoir Software B.V. (“BH”) and [CUSTOMER] (“Customer”) pursuant to the Digital Agreement (document control number [●]) entered into by and between BH and Customer on [●] (the “Digital Agreement”). Unless defined under this Rider, the capitalized terms used herein shall have the meaning given to them in the Digital Agreement. 1. DEFINITIONS 1.1 “Software-as-a-Service” has the meaning found in Section 1 of the Digital Agreement. 1.2 “Third-Party Services” means independent services, including, without limitation, hosted application services that are specified on BH’s web sites for Hosted Services which are offered by third parties directly to Customer under a separate agreement. 2. ACCESS AND USE Subject to the terms and conditions of the Digital Agreement, this Rider, and an Order, including Customer’s payment of all applicable Fees during the subscription term set forth in an Order (the “Subscription Term”), BH grants to Customer a limited, non transferable, nonexclusive right to access and use the Software and Software Documentation identified in the Order for Customer’s internal business use. The Software is not sold to Customer and BH does not grant Customer any right or license to access or use any source code for the Software. BH will make the subscribed BH Offering available as set forth in the Order. 3. DELIVERY AND ACCEPTANCE Unless otherwise specified in an Order, the BH Offering will be made available via a URL to Customer by means of which Customer may access and use the subscribed BH Offering in the Customer hosted environment. BH shall be deemed to have delivered the BH Offering when BH makes the BH Offering available to Customer via a URL. Customer shall and hereby does accept the BH Offering upon delivery. 4. DEPLOYMENT ENVIRONMENT The subscribed BH Offering will be deployed in Customer’s Microsoft Azure subscription. Customer is solely responsible for procuring its own hosting services and the development, content, operation, maintenance, and use of Customer Content used in the Customer hosted environment. BH disclaims any and all liability in connection with Customer’s use of such hosting services, including those laws related to data privacy, international communications, and the transmission of technical or personal data. Customer acknowledges that BH exercises no control over the content of the information transmitted by Customer or Users in the Customer hosted environment. 5. THIRD PARTY SERVICES Customer’s acceptance of offers for Third-Party Services will constitute a separate agreement solely between Customer and the third-party provider thereof. If Customer subscribes to Third-Party Services, Customer consents to BH sharing with the Third-Party Services provider: (i) Customer contact and account information, (ii) Customer Content in connection with Customer’s use of the Third-Party Services, and (iii) additional information, if any, disclosed in writing to Customer in connection with the Third-Party Services. For the avoidance of doubt, as set forth in Section 7 of this Rider, BH disclaims any representations or warranties regarding such Third Party Services. 6. SECURITY AND COMPLIANCE 6.1 BH may suspend Customer’s right to access or use any portion of the BH Offering upon notice to Customer if BH determines that Customer’s use of the BH Offering: (i) is unlawful, fraudulent, or prohibited by law, (ii) poses a security threat to BH, BH’s Affiliates, or any third-party, (iii) may adversely impact the integrity of the BH Offering, (iv) may subject BH, BH’s Affiliates, or any third-party to liability, (v) violates the Acceptable Use Policy or acts in a manner inconsistent with Customer’s responsibilities as set forth in Section 3, or (vi) exceeds the scope of use authorized by the applicable Order. BH may also suspend access to the BH Offering if Customer is more than thirty (30) days overdue on any payment obligation under this Agreement. BH shall use commercially reasonable efforts to re-establish access to the BH Offering after BH determines the cause of the suspension has been resolved. Any suspension under this paragraph shall not excuse Customer’s payment obligations under this Agreement. 6.2 Customer is responsible for properly configuring and using its hosting services and taking Customer’s own steps to maintain appropriate security, integrity, and backup of Customer Content. Customer’s credentials (which may include username, passwords, tokens, certificates, keys, and pins) for accessing the Hosted Services are for Customer’s internal use only and Customer may not share or disclose them to any other entity or person, except that Customer may disclose Customer’s credentials to an authorized User. Customer is responsible for any use of Customer’s credentials and for notifying BH immediately of any breach of security related to Customer’s credentials. Customer is responsible for complying with the Data Protection Plan and all other security requirements published by BH or communicated to Customer for securing Customer Content in connection with using the Hosted Services. Customer shall not take any action to circumvent any security feature or attempt to exceed authorized access to the Hosted Services or its related systems or networks; interfere with or disrupt the integrity or performance of the Hosted Services or the data contained therein; or send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs. If Customer becomes aware of any violation of the foregoing by a User, Customer shall immediately terminate such User’s access to Customer’s account and notify BH 7. DISCLAIMERS BH EXPRESSLY DISCLAIMS, AND CUSTOMER EXPRESSLY WAIVES, ALL WARRANTIES OF ANY KIND IN CONNECTION WITH ANY BH OFFERING, SOFTWARE, DOCUMENTATION, SOFTWARE SERVICES, THIRD PARTY SOFTWARE OR SERVICES, OR ANY OTHER MATERIALS OR SERVICES PROVIDED UNDER THIS RIDER OR ANY ORDER (COLLECTIVELY, “OFFERINGS”), WHETHER IMPLIED, STATUTORY, ARISING BY COURSE OF DEALING OR PERFORMANCE, CUSTOM, USAGE IN THE TRADE OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGMENT AND ANY WARRANTIES THAT ANY OFFERING WILL (A) DETECT ANY PARTICULAR FAILURE, FAULT, OR CONDITION, OR PROVIDE ANY PARTICULAR DEGREE OF ADVANCE WARNING OF AN IMPENDING FAILURE, FAULT OR CONDITION OF THE CUSTOMER EQUIPMENT OR CUSTOMER CONTENT; (B) PROVIDE COMPLETE OR COMPREHENSIVE PROTECTION AGAINST ALL POSSIBLE SECURITY VULNERABILITIES OR UNAUTHORIZED INTRUSIONS; AND (C) BE ACCURATE, UNINTERRUPTED, ERROR FREE OR WILL MEET CUSTOMER’S REQUIREMENTS. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THE AGREEMENT, AND NO USE OF ANY OFFERING IS AUTHORIZED UNDER THE AGREEMENT EXCEPT UNDER THIS DISCLAIMER. CUSTOMER ASSUMES THE ENTIRE RISK OF USE OF THE OFFERINGS, INCLUDING RISK OF UNAUTHORIZED ACCESS AND LOSS OF DATA AND IT SHOULD EXERCISE ITS DISCRETION WHILE USING THE OFFERINGS AND BACKING UP CUSTOMER CONTENT. CUSTOMER AGREES THAT TO THE EXTENT IT RELIES ON THE INFORMATION RELATED TO THE OFFERINGS, IT DOES SO SOLELY AT ITS OWN RISK AND THAT BH SHALL NOT BE LIABLE IN ANY MANNER WHATSOEVER. IN MAKING OFFERINGS RELATING TO INTERPRETATION OF DATA, BH GIVES CUSTOMER THE BENEFIT OF ITS BEST JUDGMENT, BUT SINCE INTERPRETATIONS ARE OPINIONS BASED ON INFERENCES FROM ELECTRICAL OR OTHER MEASUREMENTS, BH CANNOT, AND SHALL NOT, BE LIABLE OR RESPONSIBLE FOR ANY LOSS, COST, DAMAGES, OR EXPENSES WHATSOVER INCURRED OR SUSTAINED BY CUSTOMER RESULTING FROM ANY RECOMMENDATION OR INTERPRETATION MADE BY BH OR AN OFFERING. EACH PARTY DISCLAIMS ALL LIABILTY AND INDEMNIFICATION OBLIGATIONS FOR ANYHARM OR DAMAGES CAUSED BY THE HOSTING SERVICES OR ANY THIRD PARY HOSTING SERVICE PROVIDERS. 8. CONFIDENTIAL INFORMATION Customer acknowledges that the BH Offering and Documentation is BH’s Confidential Information, and BH acknowledges that the Customer Content is Customer’s Confidential Information. IN WITNESS WHEREOF, the Parties have caused this Software-as-a-Service Rider to be executed by their respective duly authorized officers or representatives. [BH] [CUSTOMER] Signature Signature Print Name / Title Print Name / Title Date Date