University Confidentiality Agreement Model – PDO Disclosure – Omani Law –

To be used for data distribution to Universities

University responsible for obtaining confidentiality from researchers and students
Fields to Rationale check
Complete

Cover Page Include name of University between To identify counter part

brackets: this is linked to other parts of
document where name of Company should
be included.
Cover Page Signature Date To identify the effective date of the
agreement
Page 1 Signature Date To identify the effective date of the
agreement
Page 1 Name of University should appear if Identification of Company
‘update field’ command in right mouse
button is used.
Page 1 Address of University Identification of Company
Whereas A Reflect the purpose of the seismic Clause 3 restricts the use of the data to
acquisition program. that of the purpose mentioned in Whereas
B. This is to ensure that the data is not
used for purposes detrimental to
Company’s interest.
Definition of It is important to define the Confidential Avoid disputes on what parties think they
Confidential Information so that there is no ambiguity on are entitled to
Information which data was transferred.
Depending on nature of project Confidential
Information can be defined widely or
narrowly.
e.g. If University just wants a report or
clearly definable data, use restrictive list. If
University is involved in a project, use
generic description, because all is included
then.

Article 7 Include Name, reference indicator, Avoid miscommunications.

Notices address, telephone, fax and email of the
person that acts as representative of the
parties. Name of Company should appear if
‘update field’ command in right mouse
button is used.
Signature Name of Company should appear if ‘update identification
Page field’ command in right mouse button is
used., name of signatory of parties
Appendix 1 List of Data

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 __________________________________
CONFIDENTIALITY AGREEMENT
__________________________________

BETWEEN

PETROLEUM DEVELOPMENT OMAN LLC

AND

The University of [ ]

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University Confidentiality Agreement Model – PDO Disclosure – Omani Law –

CONFIDENTIALITY AGREEMENT

THIS AGREEMENT is effective from of June 2020

BETWEEN

Petroleum Development Oman LLC a company incorporated under the laws of the
Sultanate of Oman and having its registered office at Mina al Fahal, Muscat, Sultanate of
Oman (hereinafter "PDO") and

The University of [ ], and having its registered office at [ ]

(hereinafter “University"),

each a "Party" and together the "Parties".

WHEREAS:

A. University for the purpose of sharing [ ] from PDO for [ ] the

student: [name] (Student ID: [ ]), as per the attached project
proposal.

B. PDO is willing to disclose certain non-public confidential proprietary information to

the University, subject to the terms and conditions of this Agreement.

C. University is willing to keep the disclosed information confidential in accordance

with the terms set out in this Agreement.

IT IS HEREBY AGREED AS FOLLOWS:

1. DEFINITIONS

In this Agreement, unless the context otherwise requires:

"Affiliate" means:
(a)        in the case of PDO;
i)          The Shell Petroleum Company Limited, a company incorporated
under the laws of England and having its registered office at Shell
Centre, London, SE1 7NA;
ii)         Total S.A., a company incorporated under the laws of France and
having its registered office at 2 Place de la Coupole, La Défense 6,
92400 Courbevoie, France;
iii)        Partex (Oman) Corporation, a company incorporated under the
laws of Panama and having its registered office at Apartado 850,
City of Panama, Republic of Panama;
iv)        the Government of Oman which means any government (including
any regional or municipal government, or any legislature, ministry,
executive entity, department, court, commission, board, agency or
other authority) duly authorised to exercise legislative, judicial,
regulatory or administrative state functions on behalf of the
Sultanate; and
v)         any Company which is for the time being directly or indirectly
affiliated with the first three companies and the Government of
Oman or any of them

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 For the purpose of this definition a particular company is
(i)        directly affiliated with a company or companies if the latter
holds/hold 50% (fifty per cent) or more of the shares or similar
entitlements carrying the right to vote at a general meeting (or its
equivalent) of the particular company and
(ii)       indirectly affiliated with a company or companies ("the parent
company or companies") if a series of companies can be specified,
beginning with the parent company or companies and ending with
the particular company, so related that each company of the series,
except the parent company or companies, is directly affiliated with
one or more companies earlier in the series.
(iii) any company which is operated by a company as defined in (i) and
(ii) above and/or has a service agreement with another company as
defined under (i) above pursuant to which it pays on a cost sharing
basis a proportion of certain of the costs of such other company
pursuant to a cost allocation key.
(b) in the case of University;
any company, partnership or legal entity which
(i) controls either directly or indirectly University, or
(ii) is controlled directly or indirectly by University, or
(iii) is directly or indirectly controlled by University, a partnership or
entity which directly or indirectly controls University.
For the purpose of this definition Control means the right to exercise fifty
percent (50%) or more of the voting rights in the appointment of the
directors or similar representation of such company, partnership or entity.
"Confidential Information" means any and all data, reports, records,
correspondence, notes, compilations, studies and other information disclosed
directly or indirectly by PDO and/or its Affiliates or any of their Representatives,
agents, consultants or advisers to the University or its Representatives relating to
or in any way connected with PDO or any Affiliate of PDO or any of their business
activities actual or proposed whether such information is disclosed orally, in
writing, in machine readable form or by any other means, regardless of whether
such information is identified as confidential. For greater clarity, the expression
“Confidential Information” shall include the results, conclusions and findings of any
evaluation by University of Confidential Information and any other information
derived from the Confidential Information.

“Publication” means any oral, written, printed or electronic public statement in which
the Confidential Information is used, including but not limited to lectures,
dissertations, papers or articles in magazines

"Representatives" means
(a)        in the case of PDO; directors, officers or employees of Company.
(b) in the case of University; directors, officers, employees, students or researchers
of University.

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2. UNDERTAKINGS

2.1 The University acknowledges that the Confidential Information is confidential and
undertakes:
(a) to use the Confidential Information solely for the purpose set out in
Recital A.
(b) to keep the Confidential Information in strict confidence;
(c) not, without the prior written consent of PDO, to disclose the Confidential
Information furnished to it to anyone other than its Representatives,
Affiliates, agents, consultants or advisers who have a legitimate need to
know the Confidential Information in order to perform their duties relating
to the purpose set out in Recital A.
(d) before disclosing Confidential Information to any Representatives, Affiliate
or to its agents, consultants or advisers to ensure that such person is
aware of the University’s obligations hereunder, ensure compliance by
such person and be liable for any breach of such obligations by such
person;
(e) so far as is possible to keep separate all Confidential Information from all
documents and other records of the University.

2.2 The undertakings in Clause 2.1 shall not apply to any Confidential Information
which:
(a) at the time of disclosure to the University or thereafter has become part of
public knowledge or literature without breach of the said undertakings by
the University; or
(b) The University can show was in its possession at the time of disclosure, as
evidenced by written records in existence at that time, and was not
acquired by it under an obligation of confidence; or
(c) The University can show was received by it after the time of disclosure
hereunder from a third party (other than one disclosing on behalf of PDO
or its Affiliates) who could lawfully do so and who did not derive the
Confidential Information from PDO or any of its Affiliates.
The foregoing exceptions shall not, however, apply to:
(i) specific information merely because it is embraced by or included with
other information which falls within any one or more of such exceptions; or
(ii) any combination of information merely because specific information (but
not the combination itself) falls within any one or more of such exceptions.

2.3 In the event that the University or any Affiliate, Representative, agent, consultant
or adviser is required or requested by any court, legislative or regulatory body to
disclose any Confidential Information, then the University or its relevant Affiliate,
agent, consultant or adviser will promptly and prior to disclosure notify PDO and
its respective Affiliate and shall provide full documentation concerning the
disclosure sought so that an appropriate protective order can be sought and/or
other action can be taken if possible.

In the event that such protective order is not, or cannot be, obtained, then
(a) The University may disclose to the appropriate body that portion of the
Confidential Information which it is advised by written independent legal
advice it is legally required to disclose and shall use reasonable efforts to

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 obtain assurances that confidential treatment will be accorded to the
Confidential Information; and
(b) The University shall not be liable for such disclosure unless such
disclosure was caused by or resulted from a previous disclosure by the
University or its Representatives that was not permitted by this Agreement.

3. NO COMMITMENTS, WARRANTIES OR SOLICITATION

3.1 The nature and extent of Confidential Information disclosed by PDO shall be at
the sole discretion of PDO.

Nothing in this Agreement shall be construed as granting University a licence

under intellectual property rights of PDO or an Affiliate of PDO, or any rights in
respect of Confidential Information other than the restricted use and disclosure
rights implied in Clause 2.

3.2 No representations or warranties, express or implied, are made by PDO or any of

its Representatives or Affiliates concerning the accuracy or completeness of the
Confidential Information supplied under this Agreement and neither PDO nor any
of its Representatives, Affiliates, agents or advisers shall be liable in any way to
the University for receipt or use by the University of such Confidential Information
and the University expressly disclaims any such liability whether in negligence or
otherwise. University shall indemnify PDO against any third party claim for loss or
damage (including personal injury or death) arising from or in connection with
University’s use of any Confidential Information.

3.3 Neither Party shall be under any obligation or commitment to enter into
discussions or any further agreement merely by reason of the execution of this
Agreement or the disclosure, evaluation or inspection of Confidential Information.

3.4 PDO shall not be precluded from entering into any agreement or obligation with
any other party relating to the Confidential Information merely by reason of the
execution of this Agreement or the disclosure, evaluation or inspection of
Confidential Information. PDO shall be free to negotiate and deal with any other
person without liability to the University.

4. RETURN OF THE CONFIDENTIAL INFORMATION

The University agrees that, upon request at any time by PDO, the University and
its Representatives shall promptly:

(a) return all the Confidential Information that is in tangible form (including,
without limitation, Confidential Information contained on computer disks or
other electronic media) furnished, together with any copies or extracts
thereof; and

(b) destroy all analyses, compilations, studies or other documents which have
been prepared and which reflect or are based upon any Confidential
Information.

(c) Certify in writing to PDO that all Confidential Information has been returned
and that all analyses, compilations, studies or other documents which have
been prepared and which reflect or are based on Confidential Information
have been destroyed.

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5. COMMUNICATION / PUBLICATION

5.1 Subject to the requirements of applicable law, the University agrees not, without
the prior written consent of PDO, to communicate with any third party or that
Confidential Information has either been requested or received.

5.2 In the event Confidential Information is provided for the purpose of creating a
Publication, University will cause its Representatives to submit those parts of the
publication that use Confidential Information for prior approval to PDO.

6. COMMENCEMENT AND TERMINATION

This Agreement shall enter into force on the date first above mentioned and shall
remain in force until such time as both Parties agree in writing to terminate it.

7. APPLICABLE LAW AND DISPUTE RESOLUTION

This Agreement shall be construed and take effect in accordance with the laws of
the Sultanate of Oman and the Parties submit to the exclusive jurisdiction of the
courts of the Sultanate of Oman and no other.

8. NO WAIVER; INDEMNITY; SPECIFIC PERFORMANCE

8.1 Failure by PDO or its Affiliates in exercising any right, power or privilege
hereunder shall not act as a waiver, nor shall any single or partial exercise thereof
preclude any further exercise of any right, power or privilege.

8.2 The University agrees to indemnify and hold harmless PDO, its Representatives,
Affiliates, and their directors, officers and employees, agents, consultants and
advisers from any damage, loss, cost or liability suffered or incurred by any such
party as a result of or arising out of a breach by the University its Representatives,
Affiliates and their directors, officers and employees, agents, consultants or
advisers of the terms of this Confidentiality Agreement including, without limitation,
the reasonable legal fees and costs incurred to enforce the terms of this
Confidentiality Agreement.

8.3 The University acknowledges that damages alone would not be an adequate
remedy for any breach of this Agreement and PDO and its respective Affiliates
shall be entitled to the remedies of injunction, specific performance or other
equitable relief. Such remedy shall be in addition to and not in lieu or limitation of
other remedies available to PDO at law or in equity.

9. NOTICES

Any notices to be given hereunder by either Party to the other shall be in English
and sent by registered letter or facsimile to the other Party at the addresses stated
below:

(a) PDO (Supervisor)

Name: [__________________________ ]
Email: [___________________________ ]
Facsimile No:______________________

516755460.docx(University)
Attention:
(b) University [___________________________ ]
Project Supervisor:
Name: [___________________________ ]
Email: [___________________________ ]
Facsimile No:_________________________

Any notice shall be effective only upon actual receipt at the appropriate address.

10. COUNTERPARTS

This Agreement may be executed in any number of counterparts, each of which

will be deemed an original and all of which together will constitute one and the
same instrument.

11. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement of the Parties with respect to the
subject matter thereof and supersedes any and all prior communications
understandings, arrangements or agreements between the Parties, whether
written, oral, express or implied relating thereto. No amendment or modification to
or waiver of this Agreement shall be valid unless in writing and signed by a duly
authorised representative of each of the Parties.

IN WITNESS WHEREOF this Agreement has been executed by the duly authorised
representatives of the Parties the day and year first above written.

For and on behalf of

PDO (COMPANY) PDO ( Supervisor)

By:_ BY :

Name: _ Name:

Title:

For and on behalf of

[___________________________________ ] (UNIVERSITY)

By:_________________________________

Name:_______________________________

Title:________________________________

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 Project Proposal

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