ATTENTION: PARAGRAPHS 5 AND 7 OF THESE TERMS AND CONDITIONS CONTAIN INDEMNITIES AND RELEASES

TERMS AND CONDITIONS OF SERVICE

These Terms and Conditions shall apply to all services provided by Eco-Stim Energy Solutions, Inc., a Nevada corporation whose address is 2930 West Sam Houston Parkway North, Suite 275, Houston, Texas 77043 or any of its subsidiaries (each, the "Contractor") and shall be part of the contract in respect of such services between Contractor and each natural or legal person for which Contractor performs services from time to time ("Company"), unless otherwise agreed in a written contract executed on behalf of both Contractor and Company.

  1. Scope of Agreement.
    1. These Terms and Conditions do not obligate Company to order work from Contractor, and Contractor is not obligated to accept any work offered to it by Company, but these Terms and Conditions shall control and govern all work offered by Company and accepted by Contractor, and shall define their respective rights and obligations of the parties respecting all such work.
    2. Contractor shall control all activities of Contractor in connection with the performance of work for Company.
  2. Term.

    These Terms and Conditions shall remain in effect until terminated by either Contractor or Company (each, a "Party" and collectively the "Parties") upon giving the other Party thirty (30) days prior written notice to that effect at that other Party's respective address. However, with respect to any work in progress as of the date of such termination, these Terms and Conditions shall continue in effect until the work is completed. Moreover, the Company's obligation to pay for services rendered, and the Parties' obligations under paragraphs 3, 5, 7, 11, 12, 13, 17 and 18 shall survive the termination of these Terms and Conditions.

  3. Terms of Payment.
    1. Company shall pay Contractor within thirty (30) days after receipt of invoice, for all work, equipment or materials furnished by Contractor at the rates stipulated in Contractor's current published price list in effect at the time such work is performed, or as otherwise agreed to by Company and Contractor and provided in the applicable written work order. Contractor's invoices for all charges will reflect customary details of time spent and rates charged for each item and shall be accompanied by supporting documentation as may reasonably be required by Company. All amounts due and owing to Contractor under these Terms and Conditions are payable at Contractor's principal place of business in Houston, Texas set forth above.
    2. Company must notify Contractor within twenty (20) days after receipt of any invoice of any disputed items, specifying in writing its reasons for a disputing payment of such amounts. The existence of a dispute as to any item shall not constitute grounds for the withholding of payment as to undisputed items, and Company shall promptly pay all undisputed items in accordance with the terms stated herein. Any invoice or portion thereof not paid in accordance with these Terms and Conditions shall bear interest at the lesser of 1-1/2% per month or the maximum rate permitted by law until paid.
    3. If it becomes necessary for Contractor to place any invoice with an attorney for collection, Company shall pay to Contractor all expenses incurred in effecting collection, including but not limited to, all expenses for reasonable attorney's fees, and court costs.
  4. Warranties.
    1. Contractor agrees to furnish all products, materials, and equipment necessary for the performance of work under these Terms and Conditions, and warrants that the same shall conform to the quality specified in any written work order(s) executed by Contractor from time to time and are free from defects of workmanship and materials. NO OTHER WARRANTY, EXPRESS OR IMPLIED, IS MADE BY CONTRACTOR, AND ALL SUCH WARRANTIES, INCLUDING ANY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY EXCLUDED AND DISCLAIMED BY CONTRACTOR.
    2. Contractor, its employees and agents, will use their best efforts in interpreting all information provided regarding the condition of any well, and in making all recommendations to Company as to the type of service to be furnished, or its manner of performance, and in predicting the results to be gained therefrom. It is expressly understood by the Parties that, due to the uncertainty of subsurface conditions, Contractor cannot guarantee the accuracy of any chart interpretation, research analysis, or job recommendation, and all such interpretations, analysis, and recommendations by Contractor are opinions only. NO WARRANTY, EXPRESS OR IMPLIED, IS MADE BY CONTRACTOR CONCERNING THE ACCURACY OF SUCH ANALYSIS, RECOMMENDATION OR INTERPRETATION OR OF THE RESULTS OF ANY TREATMENT OR SERVICE PERFORMED BY CONTRACTOR.
  5. Risk Structure.
    1. CONTRACTOR SHALL RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS COMPANY, ITS JOINT OWNERS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS AND EMPLOYEES HARMLESS FROM AND AGAINST LOSS OR LIABILITY FOR DAMAGES ARISING FROM EITHER DEATH OR BODILY INJURY OF CONTRACTOR'S EMPLOYEES, OR CONTRACTOR'S SUBCONTRACTORS (OTHER THAN COMPANY), OR THE EMPLOYEES OF CONTRACTOR'S SUBCONTRACTORS, OR INJURY TO CONTRACTOR’S OR CONTRACTOR’S SUBCONTRACTORS’ (OTHER THAN COMPANY) PROPERTY, OR ANY OTHER LOSS, DAMAGE OR EXPENSE ARISING FROM EITHER SUCH DEATH OR BODILY INJURY, OR INJURY TO SUCH PROPERTY, REGARDLESS OF WHETHER CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE, GROSS NEGLIGENCE, BREACH OF ANY CONTRACTUAL OR LEGAL DUTY OR STRICT LIABILITY OF COMPANY OR ANY OTHER PERSON.
    2. COMPANY SHALL RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS CONTRACTOR, ITS JOINT OWNERS AND THEIR RESPECTIVE OFFICERS, DIRECTORS AND EMPLOYEES HARMLESS FROM AND AGAINST LOSS R LIABILITY FOR DAMAGES ARISING FROM EITHER DEATH OR BODILY INJURY OF COMPANY'S EMPLOYEES, OR COMPANY'S SUBCONTRACTORS (OTHER THAN CONTRACTOR), OR THE EMPLOYEES OF COMPANY'S SUBCONTRACTOR, OR INJURY TO COMPANY’S OR COMPANY’S SUBCONTRACTORS’ (OTHER THAN CONTRACTOR) PROPERTY OR ANY OTHER LOSS, DAMAGE OR EXPENSE ARISING FROM EITHER SUCH DEATH OR BODILY INJURY, OR INJURY TO SUCH PROPERTY, REGARDLESS OF WHETHER CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE OR GROSS NEGLIGENCE, BREACH OF ANY CONTRACTUAL OR LEGAL DUTY, OR STRICT LIABILITY OF CONTRACTOR OR ANY OTHER PERSON.
    3. CONTRACTOR SHALL ASSUME ALL RESPONSIBILITY FOR, INCLUDING CONTROL AND REMOVAL OF, AND SHALL RELEASE, DEFEND, INDEMNIFY, AND HOLD HARMLESS COMPANY AND ITS JOINT OWNERS AGAINST AND FROM ALL LOSS, COST, EXPENSE, OR DAMAGES ARISING FROM POLLUTION OR CONTAMINATION ORIGINATING ABOVE THE SURFACE OF THE LAND FROM SPILLS, LEAKS, OR DISCHARGES OF FUELS, LUBRICANTS, MOTOR OILS, PIPE DOPE, PAINTS, SOLVENTS, BALLAST, BILGE, SLUDGE, GARBAGE OR ANY OTHER LIQUID OR SOLID WHATSOEVER IN THE EXCLUSIVE POSSESSION AND CONTROL OF CONTRACTOR, REGARDLESS OF WHETHER CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE, GROSS NEGLIGENCE, BREACH OF ANY CONTRACTUAL OR LEGAL DUTY OR STRICT LIABILITY OF COMPANY OR ANY OTHER PERSON.
    4. COMPANY SHALL ASSUME ALL RESPONSIBILITY FOR AND SHALL RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS CONTRACTOR AND ITS JOINT OWNERS AGAINST AND FROM ANY LOSS, DAMAGE, EXPENSE, CLAIM, FINE OR PENALTY, DEMAND OR LIABILITY FOR POLLUTION OR CONTAMINATION, INCLUDING CONTROL OR REMOVAL THEREOF, ARISING OUT OF OR CONNECTED WITH SERVICES PERFORMED BY CONTRACTOR HEREUNDER AND NOT ASSUMED BY CONTRACTOR IN SUBPARAGRAPH 5.3, INCLUDING, BUT NOT LIMITED TO, THAT WHICH MAY RESULT FROM WELL FIRE, BLOWOUT, CRATERING, SEEPAGE, OR ANY UNCONTROLLED FLOW OF OIL, GAS, WATER OR OTHER SUBSTANCE, REGARDLESS OF WHETHER CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE, GROSS NEGLIGENCE, BREACH OF ANY CONTRACTUAL OR LEGAL DUTY, OR STRICT LIABILITY OF CONTRACTOR OR ANY OTHER PERSON.
    5. COMPANY SHALL ASSUME FULL RESPONSIBILITY FOR AND SHALL RELEASE, DEFEND, INDEMNIFY AND HOLD CONTRACTOR HARMLESS IN THE EVENT OF LOSS OF OR DAMAGE TO THE HOLE, INCLUDING LOSS OF DAMAGE TO THE CASING THEREIN, ARISING OUT OF OR CONNECTED WITH SERVICES PERFORMED HEREUNDER INCLUDING, BUT NOT LIMITED TO, ALL DEMANDS AND CAUSES OF ACTIONS OF EVERY KIND AND CHARACTER ARISING IN FAVOR OF ANY PERSON, OR CORPORATION RESULTING FROM SUCH LOSS OF OR DAMAGE TO HOLE, REGARDLESS OF WHETHER CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE, GROSS NEGLIGENCE, BREACH OF ANY CONTRACTUAL OR LEGAL DUTY OR STRICT LIABILITY OF CONTRACTOR OR ANY OTHER PERSON.
    6. COMPANY SHALL RELEASE DEFEND, INDEMNIFY AND HOLD HARMLESS CONTRACTOR FROM AND AGAINST ANY AND ALL COST, LOSS, CLAIMS, DEMANDS, CAUSES OF ACTION OF EVERY KIND AND CHARACTER ARISING IN FAVOR OF COMPANY OR ANY THIRD PARTY, INCLUDING, BUT NOT LIMITED TO, ANY GOVERNMENTAL ENTITY OR ANY OTHER PARTIES FROM WHOM COMPANY IS ACTING, FOR ALL DAMAGES RESULTING FROM OPERATIONS UNDER THESE TERMS AND CONDITIONS ON ACCOUNT OF DAMAGE OR INJURY TO, DESTRUCTION OF, LOSS OR IMPAIRMENT OF, ANY PROPERTY RIGHT IN OR TO OIL, GAS, OR OTHER MINERAL SUBSTANCES OR WATER, AND FOR ANY LOSS, DESTRUCTION, OR DAMAGE TO ANY FORMATIONS, STRATA OR RESERVOIRS BENEATH THE SURFACE OF THE EARTH, OR ANY OTHER SUBSURFACE DAMAGE, SUBSURFACE TRESPASS, OR ACTION IN THE NATURE THEREOF, REGARDLESS OF WHETHER CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE, GROSS NEGLIGENCE, BREACH OF ANY CONTRACTUAL OR LEGAL DUTY, OR STRICT LIABILITY OF CONTRACTOR OR ANY OTHER PERSON.
    7. THE TERMS AND CONDITIONS OF SUBPARAGRAPHS 5.1 THROUGH 5.6 SHALL NOT APPLY TO ANY CLAIM OR CAUSE OF ACTION AGAINST COMPANY OR CONTRACTOR THAT ARISES SOLELY FROM ANY AGREEMENT TO INDEMNIFY A THIRD PARTY. THESE TERMS AND CONDITIONS CONFER NO RIGHTS ON ANY THIRD PARTY BENEFICIARY.
    8. ALTHOUGH COMPANY AND CONTRACTOR AGREE AND INTEND TO SUPPORT THEIR RESPECTIVE INDEMNITY OBLIGATIONS WITH INSURANCE, THEY NONETHELESS AGREE AND INTEND THAT, TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW FROM TIME TO TIME, THEIR RESPECTIVE INDEMNITIES ARE TO APPLY WITHOUT LIMIT, AND ARE NOT TO BE LIMITED TO THE AMOUNT OF INSURANCE EITHER OF THEM MAY FROM TIME TO TIME MAINTAIN OR AGREE TO MAINTAIN.
  6. Insurance.
    1. Each Party shall carry insurance of the following types and minimum amounts as set forth in this subparagraph. Each Party shall carry at its sole expense with an insurance company or companies authorized to do business in the state where the work is to be performed. Upon written request, each Party shall provide to the other Party certificates evidencing that such coverages are in full force and effect and that it shall not be cancelled or materially changed without ten (10) days prior written notice to that other Party:
      1. Workmen's compensation and employer's liability insurance, including:
        1. (a) Statutory workmen's compensation in compliance with the laws of the jurisdiction in which Contractor performs the Work.
        2. (b) Occupational disease coverage.
        3. (c) Employer's Liability with limits of liability of $1,000,000 each person and $1,000,000 each accident.
      2. Comprehensive General Liability Insurance covering the Work performed by Contractor under this Agreement in all jurisdictions, and shall include independent contractor's coverage for work let or sublet including:
        1. (a) Contractual liability coverage.
        2. (b) Completed operations coverage.
        3. (c) Limits of liability for bodily injury $1,000,000 each person and $2,000,000 each accident; property damage $2,000,000 each accident.
        4. (d) Excess coverage in the form of an Umbrella policy with limits of $4,000,000.00 over primary limits.
    2. Automobile Liability Insurance covering all owned, non-owned and hired vehicles of Contractor. The limits of liability are: bodily injury $1,000,000.00 each person and $2,000,000.00 each accident; property damage $1,000,000.00 each accident; and excess coverage in the form of Umbrella Policy with limits of $4,000,000.00 over the primary limits
  7. Damage to Equipment.
    1. Contractor shall assume liability at all times for damage to or destruction of Contractor's surface equipment including, but limited to, all tools, machinery, and appliances for use above the surface of the earth, except that Company shall be liable for the loss to the extent that the loss is damage or destroyed:
      1. (1) While it is being transported on Company-provided transport or is handled by a Company-furnished crane;
      2. (2) During a loss of well control resulting in a fire or damage to the rig or wellsite or a loss of rig or wellsite for any other reason;
      3. (3) While it is in the sole control of Company or any contractor of Company other than Contractor; or
      4. (4) Due to the sole negligence or willful conduct of Company or any contractor of Company other than Contractor.
    2. COMPANY SHALL ASSUME LIABILITY FOR CONTRACTOR'S EQUIPMENT THAT IS LOST OR DAMAGED IN THE HOLE REGARDLESS OF THE SOLE OR CONCURRENT NEGLIGENCE, GROSS NEGLIGENCE, BREACH OF ANY CONTRACTUAL OR STATUTORY DUTY, OR STRICT LIABILITY OF CONTRACTOR OR ANY OTHER PERSON AND SHALL AT ITS OWN RISK AND EXPENSE ATTEMPT TO RECOVER THE SAME. The value of any such unrecoverable lost or damaged equipment to be reimbursed by Company under this subparagraph or the preceding subparagraph 7.1 shall be the replacement cost of the equipment adjusted down to the portion of its useful life that remained at the time of the loss, but in no event less than 50% of the then current replacement cost.
    3. COMPANY SHALL ASSUME LIABILITY AT ALL TIMES FOR DAMAGE TO OR DESTRUCTION OF COMPANY'S EQUIPMENT, INCLUDING BUT NOT LIMITED TO, CASING, TUBING, AND WELLHEAD EQUIPMENT, AND CONTRACTOR SHALL BE UNDER NO LIABILITY TO REIMBURSE COMPANY FOR THE LOSS OR DAMAGE, REGARDLESS OF WHETHER CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE, GROSS NEGLIGENCE, BREACH OF ANY CONTRACTUAL OR LEGAL DUTY, OR STRICT LIABILITY OF CONTRACTOR OR ANY OTHER PERSON.
  8. Consequential Damages.

    In connection with these Terms and Conditions and the work performed hereunder, Contractor shall not under any circumstances have any liability to Company, in the way of warranty, breach of contract, tort or otherwise, for consequential damages including, but not limited to, loss of revenue or profit or loss of production, regardless of any negligence or fault on the part of Contractor, its employees, agents or subcontractors, and any claim for consequential damages is hereby waived and released by Company.

  9. Independent Contractor.
    1. Contractor shall be an independent contractor with respect to the performance of all work. Company shall have no direction or control of Contractor or its employees and agents except in the results to be obtained. All work performed under these Terms and Conditions shall be subject to a general right of inspection by Company to secure its satisfactory completion.
    2. The actual performance and superintendence of all work hereunder shall be by Contractor, but Company or its representative shall have unlimited access to the premises to determine whether the work is being performed by Contractor in accordance with the Contract.
  10. Payment of subcontractors.

    Contractor shall pay all claims for labor, materials, services, and supplies furnished by Contractor under these Terms and Conditions and shall allow no lien or other charge to be fixed by any of Contractor's subcontractors or materialmen upon the lease, well, land or other property of Company. Contractor shall promptly secure the release of any such lien or charge fixed upon the above-described property by any of its subcontractors or materialmen asserting any claims for unpaid services provided to Contractor, and shall indemnify, protect, and hold harmless Company from and against all such claims and liens.

  11. Audit.

    Company may upon reasonable notice to Contractor inspect during Contractor's usual business hours any and all records of Contractor relating to any work performed hereunder which is billed on a cost-reimbursement or similar basis. Contractor shall retain for a period of two (2) years all work tickets, invoices, and other supporting records applicable to work covered under this paragraph.

  12. Confidential Information.
    1. All records and other information concerning Company's operation supplied by Company or obtained by Contractor in the performance of work under the Contract relating to directly or indirectly to work performed under these Terms and Conditions shall belong to Company. Contractor shall consider this information as Company's confidential information and shall not disclose the same to its employees unless necessary or to third parties without the prior written consent of Company (not to be unreasonably withheld, conditioned or delayed).
    2. The above obligation of confidentiality shall not extend to information when:
      1. (1) it is known to Contractor prior to receipt from Company;
      2. (2) it is disclosed to Contractor by a third party whom Contractor in good faith believes to be under no obligation of confidentiality to Company; and
      3. (3) it becomes a part of the public domain other than through a breach by Contractor of its obligations under this paragraph.
  13. Patent Infringement.

    Each Party shall release, defend, indemnify and hold the other harmless from all liability, claims, suits, judgments, damages and losses arising out of any alleged infringement or violation of any patent, patent right, trade secrets or any other proprietary rights by any person covering any equipment, machine, appliance, article, device, or design used or supplied by the indemnitor, or any process, operation or method of operation or design furnished or practiced by the indemnitor in the performance of any work covered by these Terms and Conditions.

  14. Access to Work Location.

    Company is responsible for securing, protecting, defending and maintaining all rights of ingress and egress for locations where work is performed under these Terms and Conditions. If any pulling equipment or other equipment is necessary in order for Contractor to access to or from the work location, Company will provide the same at its sole expense or Contractor shall provide said equipment and invoice Company for the actual cost of such equipment. In either event, Company assumes sole liability for any damages resulting from such pulling or from inadequate access to the well.

  15. Conflict.

    In the event there is a conflict between the provisions hereof and any papers, documents or written or oral work orders which may be executed, passed or agreed to between the parties in connection with the subject matter of these Terms and Conditions, it is understood and agreed that the provisions of these Terms and Conditions shall control. Subject to the foregoing, these Terms and Conditions and any applicable written work orders represent the entire agreement between the Parties.

  16. Assignment.

    Either Party may assign the contract including these Terms and Conditions upon the prior written consent of the other, and upon written acceptance of such assignee of all the assignor's rights and obligations under the Contract. Otherwise, that contract may not be assigned, and any parties' attempt to do so may be voided at the option of the other Party.

  17. Governing Law.
    1. These Terms and Conditions and any disputes between the Parties arising out of the work shall be governed by the laws of the State of Texas. If any such dispute between the Parties arises and cannot be resolved amicably, any litigation commenced between the parties shall be in accordance with the laws of the State of Texas and will be tried before any appropriate Texas state court or United States district court with venue in Houston, Texas, the parties hereby consenting to jurisdiction in such court(s), and waiving the right to claim that venue is improperly laid in such courts or that any of them is an inconvenient forum.
    2. The parties appoint as their agent for service of process the Secretary of State of the State of Texas unless another agent has been previously appointed.
  18. Laws, Regulations and Taxes.
    1. Each Party agrees to comply with all valid laws, rules, orders, decrees and regulations of any governmental entity having jurisdiction over work performed under these Terms and Conditions. If any other terms hereof are in conflict with any such applicable rules, regulations, judicial orders, decree or law, the terms of these Terms and Conditions so in conflict shall not apply and shall be deemed to be modified as necessary to conform to such applicable laws.
    2. Contractor agrees to comply with the provisions of all requirements of applicable federal and state laws relating to equal employment opportunity.
    3. Contractor's rates referred to in paragraph 3 do not include any provision for any sales, use, value added, gross receipts or similar taxes claimed, assessed or levied by any taxing jurisdiction with respect to the import, sales, or use of goods or services furnished by Contractor under these Terms and Conditions, and Company will pay Contractor any amounts so claimed, assessed or levied, in addition to Contractor's charges under paragraph 3.

 

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EcoStim Energy Solutions, environmentally-focused well stimulation and completion services company

2930 W. Sam Houston Pkwy N.
Suite 275
Houston, Texas 77043

Tel: 281-531-7200
Fax: 281-531-7297