(G) Availability: Customer agrees that, although a price is listed in any Price List, the Equipment listed may or may not be available in all and/or any of Big Eagle’s locations.

(H) Insurance: The parties agree that the indemnities provided by Customer herein shall be supported either by available insurance or be voluntarily self-insured, in whole or part. Customer will, at its own expense, maintain a policy of insurance with limits of at least Cdn $500,000 insuring Customer’s obligations herein, which policies shall be primary and name Big Eagle as additional insured. Customer shall provide Big Eagle with a current certificate of insurance as evidence of such insurance policy.

(I) Taxes: All prices and day rates quoted are net of customs fees, duties, and all taxes (including, sales, use, excise or similar taxes and foreign withholding taxes) and Customer shall be responsible for all such amounts.

(J) Acceptance: Customer acknowledges and represents that it has reviewed these terms, conditions and the prices in the applicable Price List, including any additional terms and conditions concerning specific Equipment and/or Services where applicable and Customer shall keep itself appraised of all revisions, changes and/or amendments thereto.

(K) Assignment: Customer may not assign any rights or obligations hereunder, without Big Eagle’s written consent.

(L) Amendment of Indemnities to Conform to Law: The indemnities provided by Customer herein shall be limited to the extent necessary for compliance with the laws of the applicable jurisdiction, and to the extent any laws are at variance with the indemnities provided herein, such indemnities shall be deemed to be amended so as to comply with such laws.

(M) Termination/Survival: No termination shall relieve Customer of any liability incurred hereunder and the obligations of Customer hereunder shall continue and survive such termination, including without limitation payment obligations and all indemnities contained herein which are made expressly for the benefit of Big Eagle Group. Upon termination, Customer shall immediately return to Big Eagle all rental Equipment in Customer’s possession.

(N) Acceptance of Terms and Conditions by Customer: (i) In the event of a conflict between these Terms and Conditions and the provisions of any of Customer’s printed or other prepared form of purchase orders, work or service orders, job or delivery tickets, or other similar forms, the provisions of these Terms and Conditions shall govern and prevail; (ii) Customer agrees to the Terms and Conditions contained herein, unless Customer specifically objects to Big Eagle in writing, to those specific Terms and Conditions which are not acceptable, (a) no later than 7 days after sales confirmation date or invoice date, whichever is earlier, or (b) prior to the time Big Eagle, as per Customer’s request, dispatches Equipment or Service personnel to Customer, whichever is earlier. Any conflict between these Terms and Conditions and the provisions of any of Customer's work or service orders, job or delivery tickets, or any other similar forms, shall not constitute an objection in writing by Customer. These Terms and Conditions shall not be altered, changed or modified, except as specifically provided herein or by the written agreement of Customer and Big Eagle, signed by a duly authorized officer or representative of Big Eagle.

(O) Existing Agreements: Notwithstanding Sections A and N above, in the event that Customer and the applicable Big Eagle entity supplying the goods and services have entered into a current Master Service Agreement (MSA) or Master Rental Agreement (MRA) the terms and conditions of the MSA or MRA, as applicable, shall govern.

(P) Registrations: Customer hereby authorizes Big Eagle to sign on Customer’s behalf any financing statements, financing change statements or similar documents necessary to perfect any security interest or lien created in Big Eagle’s favour in this Contract. Customer hereby waives its right to receive copies of any such statements or documents.

(Q) Confidentiality: Customer shall strictly maintain the confidentiality of all confidential information concerning Big Eagle, Equipment or Services, which is acquired by or disclosed to Customer. Customer shall not acquire any title, interest or rights in such confidential information pursuant to this Contract.

RENTAL AND SERVICE TERMS

LIABILITY WARRANTY/DISCLAIMER

(A) Big Eagle uses reasonable efforts to ensure that all Service personnel furnished are competent and that Equipment is in good condition. Big Eagle personnel will attempt to perform the work requested; however, because of the nature of the work to be accomplished and unpredictable conditions, such results cannot be and are not guaranteed or warranted by Big Eagle. Big Eagle reserves the right not to do work if, in its opinion, job conditions render such action inadvisable.

(B) Customer will pay Big Eagle for the Equipment and/or Services whether or not the desired results are achieved without any deduction or offset of any kind, irrespective of any Claims which Customer may assert or allege against Big Eagle or any manufacturer and/or supplier of the Equipment and/or Services, at the rates indicated in the applicable Price List in effect at the time of delivery, except where rental and Service charges are otherwise agreed to by Big Eagle and Customer in writing, signed by an authorized representative of Big Eagle. All rates and/or charges for Equipment and/or Services are subject to change by Big Eagle without notice and Customer will be invoiced at the rental or Service rates in effect at the beginning of the invoice period.

(C) Customer agrees that all charges are due and payable within 30 days from the date of the invoice, net cash with no discount (except as described in Section 3 below) to Big Eagle at the address printed on the applicable invoice. Big Eagle may charge Customer interest at the maximum rate permitted by applicable law on the unpaid balance due.

(D) Customer agrees that any employee(s) furnished to Customer by Big Eagle shall not be responsible for any final decision made on any job. Rather, Customer shall retain complete control and supervision of the well and performance of operations in and about the well.

Charges:

(A) Rentals: Unless stated otherwise in the applicable Price List, (i) no Services are included in the rental charges shown thereon; (ii) all rental charges are subject to the minimum rental period designated in the applicable Price List; (iii) rental charges begin when each piece of Equipment departs Big Eagle’s store location and will continue until it is returned to the same store location or a nearer point designated by Big Eagle, or until Big Eagle is notified that such Equipment is lost or damaged beyond repair; and (iv) all rental charges are on a daily basis for a 24- hour day or any part stated therein. (Customer shall be charged a full calendar day’s rental for any portion of a calendar day, which day shall end at midnight.)

(B) Services: Unless stated otherwise in the applicable Price List, (i) all Services are on a daily or hourly basis, as indicated, subject to any minimum charge indicated therein; (ii) Service charges begin when each person departs Big Eagle’s store location where such person is based and continue until such person returns to that store location; (iii) Customer will furnish quarters and meals for Big Eagle personnel or reimburse Big Eagle for reasonable living expenses incurred at cost plus 10% from the time each Service person leaves their base location until such person returns; (iv) all Service charges are on a daily basis for a 24-hour day or any part stated therein; (Customer shall be charged a full calendar day’s Service charge for any portion of a calendar day, which day shall end at midnight); and (v) if Service personnel and/or Equipment are dispatched at Customer’s request and the request is then cancelled by Customer, Customer will be invoiced for a "dead call" as provided in the applicable Price List.

(C) Transportation: Customer will be invoiced at cost, plus 15%, for commercial transportation or at the prevailing mileage rates for any Big Eagle vehicles used by Service personnel, as appropriate. At Big Eagle’s option and as a convenience to Customer, Big Eagle or an independent carrier will pick up or deliver Equipment. All transportation charges will be paid by Customer and will be in addition to any rental or Service charges hereunder. Charges will be at the current rate charged by Big Eagle or at the rate charged by the carrier, plus 15%. Any waiting time in excess of one hour spent on location to pick up or deliver Equipment will be charged to Customer by Big Eagle at the current rental rate. Transportation charges are separate and apart from, and not included in the rental charges set forth in the applicable Price List.

(D) Charges Invoiced: All transportation, shipping, freight, insurance, taxes, customs duties, and any other charges, will be invoiced to Customer.

(E) Well Conditions: Well conditions, which prevent satisfactory operation of the Equipment, do not relieve Customer of responsibility for any charges.

3. Trade discount: Trade discounts offered by Big Eagle, if any, apply only to Equipment owned by Big Eagle, and such discounts apply only to rental charges for such Equipment. In no event shall such discounts apply to any other charges, including but not limited to, labour charges, transportation costs, repair costs, inspection charges, expendable charges, or rental charges for Equipment not owned by Big Eagle or Equipment considered proprietary to Big Eagle. Trade discounts are available only if Big Eagle receives payment of the invoice amount due and owing within 30 days of the invoice date.

4. CUSTOMER’S RESPONSIBILITY FOR EQUIPMENT:

(A) Customer agrees to return each piece of Equipment to Big Eagle in the same condition as when dispatched from Big Eagle’s store location, with only ordinary wear and tear from reasonable use excepted. Customer assumes all risk of loss, destruction or damage to Equipment from the time it departs Big Eagle’s store location until it is returned to that same store location, or a nearer point designated by Big Eagle, or until it is declared lost or damaged beyond repair by Big Eagle.

(B) With respect to Equipment in the possession and control of Customer (whether leased or rented to Customer, or stored at the work location), that is not returned or is damaged beyond repair, Customer will reimburse Big Eagle with the current list price for such Equipment purchased as "new".

(C) All damaged Equipment, which can be repaired to meet API and/or other applicable specifications, will be repaired by Big Eagle, and all costs for parts, labour and inspection will be paid by Customer. Accrued rental charges cannot be applied against the purchase price or cost of repairs of Equipment damaged or not returned. Equipment billed as a sale after having been damaged beyond repair will be held for Customer without charge, for 60 days after the invoice date, and if not removed within those 60 days, will be subject to disposal at the discretion of Big Eagle, without any liability of Big Eagle to Customer.

(D) All expendable spare parts may be replaced upon return of the Equipment, at Big Eagle’s sole discretion, and any such replacement will be charged to Customer at manufacturer’s current list price new.

(E) Customer agrees to pay Big Eagle the entire cost of any inspections performed by Big Eagle or a third party inspection service upon return of the Equipment. Where Equipment is returned in an uncleaned condition, Big Eagle reserves the right to clean such Equipment or cause it to be cleaned by a third party. Where applicable, the charges for all such cleaning and disposal of waste will be for the account of Customer as follows: (i) removal of thread compound and cleaning end connections will be charged an applicable fee per connection; (ii) pressure control equipment will be charged at 3% total invoice amount before discount; and (iii) removal and disposal of oil base mud, heavy pipe scale, hazardous and/or oilfield waste and corrosive material will be invoiced at cost, plus 15%.

(F) Customer will not use, operate, maintain or store the Equipment improperly, carelessly or in violation of this Contract or of any applicable regulatory or statutory requirements, or use or request that it be used for a purpose or job other than the purpose or job for which it is supplied.

(G) Customer will not permit the Equipment to become subject to any lien, charge or encumbrance.

(H) Upon return, the Equipment will be monitored and tested for the presence of NORM. If any Equipment is found contaminated with NORM, above the regulatory limits, Big Eagle will notify Customer’s representative. Customer may elect to take direct responsibility for decontaminating the Equipment at an appropriate licensed facility. Following proper decontamination, Customer shall return the Equipment to Big Eagle. Otherwise, Big Eagle will have the Equipment decontaminated at such a facility and charges, including transportation, will be direct billed to Customer or if direct billing is not possible, billed back to Customer by Big Eagle at cost, plus 15%. Following proper decontamination, the Equipment shall be retained by Big Eagle.

5. Title to Equipment: Title to Equipment will remain with Big Eagle. Big Eagle may enter the premises during business hours where the Equipment is located to inspect it.

6. Default by Customer: In the event of default by the Customer, including without limitation default in the payment of rental or Service charges, breach of any provision of this Contract, Customer’s insolvency, bankruptcy or impairment of financial responsibility, Big Eagle, in addition to its other legal rights, will have the right, after sending notice of default to Customer at its invoicing address, to repossess the Equipment and to enter upon any premises where such Equipment is situated and take any necessary action for such purpose, without being liable for trespass and without liability for any damages or other cost thereby occasioned by the Customer. In addition, Big Eagle is also entitled to place a lien on any property to which the Equipment may be affixed or on which it is utilized.

7. Inspection: Customer’s acceptance of delivery of Equipment indicates that Customer has inspected and found the Equipment to be suitable for its needs and in working condition. The signature of Customer’s authorized representative on the Service/Delivery Ticket is conclusive evidence of this inspection and acceptance. Customer also has a duty to inspect the Equipment prior to use and notify Big Eagle immediately of any defects.

8. Sub-Rentals: Where it is necessary for Big Eagle to obtain Equipment from a third party to comply with a Customer order, irrespective of the reason therefor, where the third party’s rental charges are higher than the amount stated in the applicable Price List for similar Equipment, the Customer shall pay rental charges in the amount charged by the third party.

9. Special Equipment / Service Charges:

(A) For all special Equipment purchased from another supplier or manufactured by Big Eagle for a special job, Customer will be charged for materials, shop time, plus either a minimum rental or the sales price of Equipment, whether used or not. All third party charges are subject to a 15% surcharge.

(B) All pressure control equipment used during high pressure snubbing applications will be charged at the current published price, plus an additional charge of up to 25%, depending upon regional pricing.

(C) A charge of up to 25%, depending upon regional pricing, shall be added to all Equipment trimmed for H2S (sour gas), geothermal and horizontal well applications, unless otherwise noted.

(D) All Equipment with left hand or Non-API threads will be charged at current listed rates, plus an additional charge of up to 50%, depending upon regional pricing.

(E) A charge of up to 50%, depending upon regional pricing, shall be added to all Wash pipe requiring premium high torque connections.

10. Standby Charges: Where applicable, standby rates may be applied under conditions specified in various sections of the applicable Price List ("Standby Rental Terms").

11. Customer Authorized Inspections: Any inspection or testing of the Equipment performed according to regional or Customer requirements shall be paid for by Customer.

DOWNHOLE TOOL RENTAL TERMS

Both the Downhole Tool Rental Terms set forth herein and the above-described Rental and Service Terms shall apply to downhole tool rentals and Services. All tools listed in the rental tools section of the applicable Price List delivered to the location designated by Customer and not intended for use in a downhole or cutting operation will be charged at the current rental prices from the time when tools leave Big Eagle’s Service point and continue until they are returned whether rented with or without a Big Eagle supervisor. Tools or Equipment obtained from outside sources are subject to the conditions, warranties (if any), and prices established by such suppliers.

1. Downhole Tools with Supervisor: Tool Rentals. Where downhole tools are rented with Big Eagle supervisor, tools used will be charged at the rental prices designated in the applicable Price List, plus the applicable charges for the Supervisor. Customer’s responsibility hereunder begins when tools leave Big Eagle’s Service point and continues until they are returned, whether or not tools are used. Unless specifically stated otherwise in the applicable Price List, all rental charges are on a daily basis for a 24-hour day or any part stated therein. Customer shall be charged a full calendar day’s rental for any portion of a calendar day, which day shall end at midnight.

2. Downhole Tools without Supervisor: Where downhole tools are rented without a Big Eagle supervisor, tools used will be charged at the current rental prices designated in the applicable Price List. Customer’s responsibility hereunder and tool rental begins when the tools leave Big Eagle’s Service point and continue until they are returned, whether or not tools are used. Unless specifically stated otherwise in the applicable Price List, all rental charges are on a daily basis for a 24-hour day or any part stated therein. Customer shall be charged a full calendar days’ rental for any portion of a calendar day, which day shall end at midnight. Where Customer requests a transfer of tools and Equipment from one location to another, Big Eagle will charge a minimum rental period, plus additional days.

MOST, BUT NOT ALL, DOWNHOLE TOOLS ARE AVAILABLE FOR RENT WITHOUT A BIG EAGLE SUPERVISOR.

3. Supervisor Rates: See area Service charge price lists for rates.

4. Transportation: All costs of transporting supervisor, tools and Equipment to and from the job will be charged to Customer at rates listed in the area Service charge price list. Charges made on common carriers will be billed to Customer on the same basis billed to Big Eagle by the carrier, plus a 15% Service charge.

5. Standby Rentals: Except as otherwise specifically referred to in the applicable Price List, the standby rates on a particular downhole tool will be charged on the basis of one minimum rental: one run, one cut, or one job for each 14-day period or fraction thereof that the tools or Equipment are away from Big Eagle’s Service point. The prices will be as specified in the applicable Price List. When tools obtained on a standby basis are used, all days actually used will be charged at the additional day rate designated in the applicable Price List. Tools or Equipment obtained from outside sources are subject to the conditions, warranties (if any), and prices established by such supplier.

6. Special Tools: Special tools ordered and built for a specific job will be charged on the basis of the applicable shop time, plus a minimum rental, whether or not the tools are used.

7. CUSTOMER’S REPRESENTATIONS AND LIABILITY FOR RADIOACTIVE MATERIALS RELEASE: Where Customer has requested Big Eagle to perform certain Services which may involve wells where there may have been a radioactive release or a tool lodged containing a radioactive isotope:

(A) Customer warrants that the owner of the radioactive isotope and a representative authorized and licensed by the appropriate governmental unit to handle radioactive isotopes shall: (i) operate a monitoring device on the rig floor to detect the presence of any radioactivity in the well fluid or mud prior to the radioactive isotope reaching the surface; (ii) take possession of and handle the radioactive isotope once it reaches the surface; (iii) remove the radioactive isotope from Big Eagle’s Equipment; and (iv) monitor and test Big Eagle’s Equipment, personnel and the job site for the presence of any radioactive contamination.

(B) In addition to any other indemnities provided in these Terms and Conditions, in the event any of Big Eagle’s Equipment used to perform the Services on the well is contaminated, Customer will be responsible for decontaminating any such Equipment at its own cost in accordance with all applicable regulations, and if such decontamination is not possible, Customer will reimburse Big Eagle for such Equipment at current replacement cost for new Equipment or, subject to Big Eagle’s approval, will replace such Equipment with comparable equipment or property in the same or better condition as Big Eagle’s Equipment. In addition, Customer will be responsible for disposal of any contaminated Equipment.