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1、Classification: Final DraftDate:2012-11Project Name: Packer rubber for staged fracturing toolSp ecification No:Internal Order No:Client:Revised No:GENERAL CONTRACTBETWEENANDOFTHE P ACKER RUBBERFOR STAGED FRACTURING TOOLIN ALBERT CANADABYUNIVERSITY OF ALBERTASheetPrep ared By:GENERAL CONTRACT BETWEEN

2、 AND UNIVERSITY OF ALBERTAOF THE PACKER RUBBER FOR STAGED FRACTURING TOOLIntroductionAccompanying with the fast growing of fracturing operation in petroleum industry in China, the usage of the staged fracturing tools will be expanded markedly.By the invitation of Prof. Gu, University of Alberta (sha

3、ll mean the Party B) will help Poly-Doctor Petroleum Technology Co. Ltd. Beijing (shall mean the Party A) to develop a packer rubber for staged fracturing tool. The site of the packer rubber manufacturing plant is selected in Alberta.(More information please is noticed in the attachment of the Propo

4、sal of the packer rubber production line for staged fracturing tool in Alberta, Canada.Internal Order No: UAlberta-2012-11)Parties in this ContractEntrusting Party (Party A)Entrusted Party (Party B) : University of Alberta 116 St, 85 AveEdmonton, ABCanadaT6G 2R314Articles of Rights and Obligations o

5、f two PartiesThe following articles have been discussed and agreed upon between Party A (standsfor )and Party B (stands for University of Alberta):The scope of supply for this Contract is Party B helps Party A to build a packer rubber forstaged fracturing tool (required technical specification is at

6、tached in the technicalindex).Party A entrusts Party B to research and develop technique proposal of a packerrubber for staged fracturing tool. The following articles are reached and abided by theboth parties.Article 1: Definitions1.1 Technique proposal of a packer rubber for staged fracturing tool

7、(hereinafter referred to as “ theSolution”sha)ll mean all the required techniques to constructthegeneral idea which will commit the attached technical index requirements in attachment.The Solution shall include all technical details of all designing schemes and experimentalverification for key param

8、eters.1.2 "Technical documentations" shall mean all the necessary documents to designtheSolution and all the verification documents that Party B will use in designingtheSolution.1.3 “ R&D” shall mean research and development.Article 2: Contents & Scopes of Contract2.1 The requireme

9、nts of the Contract Solution2.1.1 Technical Content:(a) Design technical proposal;(b) Key features verification;(c) Detailed technical requirements see technical index attachment.2.2 The obligations of both parties2.2.1 Party B shall submit the R&D plan to Party A within two months after thisCon

10、tract comes into effect.2.2.2 With the confirmationof the both parties, within the validity of the Contract,Party A shall designate Mr. appoint Mr. as Party B'as Party A project con tact p ers on . Party B shallsproject contact person. If any changes of the contactperson occur, one party shall i

11、nform the other party based on written materials indue time. If one party fails to promptly inform the other party, it shall be heldresponsible for any influence or damage caused by the untimely notification duringthe performance of the Contract.2.3 DeliveryParty B shall deliver the Contract Solutio

12、n to Party A before November 1 st 2012 , whichshall be in accordance with the contents as specified in the technical index of InternalOrder No: UAlberta-2012-11 of the attachment of the Contract.2.4 Assessment & AcceptanceConfirmed by the both parties, Party A shall adopt the signed standards an

13、d methods toexamine and accept the Contract Solution by Party B.2.4.1 To ensure that the Contract Solution supplied by Party B is correct, reliable andadvanced，Party A and B shall jointly perform the assessment and acceptance of thetechnical Solution and core parameters in accordance with the provis

14、ions of items 2.1- 2.3 of the Contract and technique attachment. If the technical Solution are qualified,both parties shall jointly sign a certificate of acceptance in two copies, one for eachparty.2.4.2 If the Solution is not able to meet the requirements of the Contract, both partiesshall hold fri

15、endly discussions to analyze the reasons and take measures to correctany defect and prepare for the second assessment and acceptance of the ContractSolution, and the second assessment shall be delivered to Party A after120 days ofthe date of Delivery . If the Solution are still not qualified after t

16、he second assessmentand acceptance and the responsibility lies in Party B ,Party B shall be responsible forall the losses thus caused, Party A shall have the right to terminate the Contract andraise a claim against Party B according to Article 6 ； If the responsibility lies in PartyA, both parties s

17、hall mutually discuss the further implementations of the Contract.2.5 Contract technical Solution results and related intellectual propertyownershipConfirmed by the both parties, the technical Solution results and related intellectualproperty right generated from the Contract shall be settled by the

18、 following methods.2.5.1 Party A has the right to apply for the patents. The use and the relevant allocation of benefits after obtaining the patent right are as following: Party A will own the patent right and benefits.2.5.2 The profit caused from the use and transfer of the ownership of patent righ

19、t shall be dealt by the following ways:(a) The right to use technical secret: Owned by party A;(b) The right to transfer technical secret: Owned by party A;(c) The method to allocated the relevant benefits: Owned by party A;2.5.3 The owner of the physical fixed property which was bought by Party B r

20、ights of equipments, instruments procured with the funds of research and development isParty B.2.5.4 With the both parties' confirmation, Party A has the right to utilize the researchand development achievements provided by Party B in accordance with the stipulation in the Contract to make follo

21、w-up improvement. Thereby the new technologic achievements with the feature of substantial or creative technology progress and its right adscription shall be shared by Party A. The detailed allocation of the related benefits shall be as follows: Owned by party A.2.5.5 After the accomplishment of the

22、 R&D works stipulated in the Contract, Party B has the right to take use of the research and development achievements to make follow-up improvement. Thereby the new technologic achievements with the feature of substantial or creative technology progress shall be owned by Party B. The detailed al

23、location of the related benefits shall be as follows: Owned by Party B.Article 3: Contract price3.1 According to the Contract contents and scopes as specified in Article 2, the totalprice of the Contract Solution provided by Party B including the designs, drawings,product, technical service and trai

24、ning shall amount to five hundred thousand dollars.3.2 The above Contract price is fixed and shall include the expenses of all the technicaldocumentation specified in Article 2 of the Contract. Such Contract price shall alsoinclude the expenses for party B to carry out the other Contract obligations

25、 of thisContract.3.3 All the calculations and payment of expenses of this contract shall be in US dollars.Article 4: Payment & Payment conditions4.1 Initialization expenses after Contract signing: Party A shall pay twenty thousanddollars to Party B;4.2 After the whole primary Solution provided b

26、y Party B is qualified and accepted,Party A shall pay thirty thousand dollars to Party B;4.3 After providing the design Solution and simulated the acceptable results, Party Ashall pay one hundred and fifty thousand dollars to Party B;4.4 After providing verification products and qualified, Party A s

27、hall pay the rest of three hundred dollars of the total price to Party B.Article 5: Infringements and Confidentiality5.1 Party B guarantees that the Solution supplied by each party without anyinterference or charge from any third party. In case of any interference or charge from athird party, they s

28、hall be handled by each party and the third party. The responsibilityand loss, either legally or economically, shall be borne by party B.5.2 After termination of the Contract term, Party A shall still have the right to use theSolution and technical documentations to manufacture relevant products.Art

29、icle 6: Guarantees and Claims6.1 With the both parties' confirmation, either party breaches the Contract and therebycauses a standstill, delay or failure in research and development work, the responsibleParty shall undertake the responsibility according to the following stipulations6.1.1 If Part

30、y A breaches Article 4 in the Contract, the responsible party shall paypursuant to the amount of ten percent (10%) of the Contract price after 20 days(methods for computing the amount of breach of Contract damages andthecompensation for losses).6.1.2 If Party B breaches Article 2, 4 or 5 in the Cont

31、ract, the responsible party shallpay pursuant to the amount of ten percent (10%) of the Contract price after 20 days(methods for computing the amount of breach of Contract damages andthecompensation for losses).6.2 As for the liability for risks involved in a failure or partial failure in researchan

32、ddevelopment caused by insurmountable technical difficulties under the currenttechnology and condition occurring in the process of performance of the Contact, it shallbe undertaken by the both parties in accordance with the following stipulations:undertaking by both sides appointments, appointments

33、first. Confirmed by both parties,the technical risk stipulated in the Contact shall be assessed in the manner ofacquirements of authority accepted. The main content of the technical risk assessmentshall include its existence, scope, degree, loss and so on. The technical risk assessmentshould have th

34、e following basic conditions:6.2.1 The technique mentioned in the Contract is difficult enough for the presenttechnologic level;6.2.2 Party B subjectively commits no fault and the failure of research anddevelopment is considered by experts as reasonable.6.3 Once one party discovers that the situatio

35、n is likely to cause a failure or partial failure in research and development, the Discoverer shall inform the other party of thesituation within ten days and take appropriate measures to reduce losses. If one partyfails to inform the other party in due time and take appropriate measures and as a re

36、sultthe losses are aggravated, the responsible Party shall bear the liability for the aggravatedpart of the losses.6.4 In the performance of the Contract, the technology which is the object of a researchand development has been made public by others (including the form of patent). Oneparty shall not

37、ify the other party to rescind the Contract within five days. If one partyfails to inform the other party in due time and as a result the other party losses occur,the other party has right to claim compensation for its losses.Article 7: Taxes and DutiesAny tax relating to the implementation of the C

38、ontract imposed shall be afforded by eachparty respectively.Article 8: Force MajeureForce majeure shall refer to war, flood, fire, typhoon, earthquake and otherirresistibleaccidents that both parties mutually agree as force majeure. In case of force majeure, theaffected party shall notify by telex o

39、r cable the other party of the accident as soon aspossible and send by standard registered air - mail to the other party the evideneeissued by the local government within 14 days from the accident. If the implementationis affeeted by foree majeure and the aeeident lasts for more than20 days, both pa

40、rtiesshall hold friendly diseussions as soon as possible withregard to the furtherimplementation of the Contraet.Artiele 9: ArbitrationAll disputes in eonneetion with this Contraet or the exeeutionthereof shall be settledfriendly through negotiations. In ease no settlement ean be reaehed, the ease m

41、ay thenbe submitted for arbitration to the China International Eeonomie and Trade ArbitrationCommission (Beijing) in aeeordanee with its Arbitration Rules .The arbitration shall takeplaee in Beijing and the deeision of the Arbitration Committee shall be final and bindingupon both parties; neither pa

42、rty shall seek reeourse to a law eourt or other authoritiesto appeal for revision of the deeision. Arbitration fee shall be borne by the losing party.Article 10: Effectiveness of the Contract and Miscellaneous10.1 After this Contract is signed by the duly authorized representatives of both partiesbo

43、th parties shall submit the Contract to their governments or boards of directors forapproval, the date when the later party obtains the approval shall be taken as theeffective date of the Contract. Both parties shall attempt to get the Contract approvalwithin 60 days from signing and notify by telex or Email the other party of the approvalwhich is confirmed by the following regi