“Company” and “Companies” has the meaning set forth in the Preamble.
“Company Party” has the meaning set forth in Section 7(a)(iii).
“Consultant” means a third party which is a bona fide, recognized consultant in the geophysical industry engaged by a Company to interpret or make other technical studies of the Data for the sole use and benefit of a Company. Companies’ Consultants may not be prospective partners, partners, prospective acquirers, marketers of geophysical data, or otherwise in the business of exploring for or producing Hydrocarbons and may not own directly or indirectly an economic interest in any oil and gas lease, production-sharing contract, or other interest within the geological area of the Data subject to this License Agreement with the exception of an overriding royalty interest, not to exceed two percent (2%) of the revenues from the geographic area of the respective Data, granted by Company to such Consultant under such Consultant’s compensation arrangements.
“Data” means seismic, geophysical and geological information, including, without limitation, all processed and reprocessed data, regardless of the form or medium on which it is displayed or stored, but the term “Data” includes only such seismic, geophysical and geological information (i) relating to the Oil and Gas Properties of the Companies, (ii) that is proprietary to SOG and (iii) the use of which is unrestricted by agreements SOG has with landowners or seismic data vendors. Each Company acknowledges that SOG possesses (or will possess) seismic, geophysical and geological information relating to such Oil and Gas Properties that is either (i) owned by third parties and only licensed to SOG, or (ii) owned by SOG but restricted by agreements with landowners or seismic data vendors (collectively, the “Encumbered Data”). Notwithstanding anything herein to the contrary, the term “Data” specifically excludes all Encumbered Data.
“Derivative” means any product derived, generated, or created from the Data, including, without limitation, any and all processed and reprocessed Data, interpretations, or analyses, regardless of the form or medium on which they are displayed or stored and whether produced by SOG, a Company or any third party.
“Effective Date” has the meaning set forth in the Preamble.
“GP” has the meaning set forth in the Preamble.
“Intellectual Property” means all intellectual or industrial property and rights therein, however denominated, throughout the world, whether or not registered, including, without limitation, all patent applications, patents, trademarks, service marks, trade styles or dress, mask works, copyrights (including, without limitation, copyrights in computer programs, software, computer code, documentation, drawings, specifications and data), works of authorship, moral rights of authorship, rights in designs, trade secrets, technology, inventions, invention disclosures, discoveries, improvements, know-how, proprietary rights, formulae, processes, methods, technical and business information and confidential and proprietary information, and all other intellectual and industrial property rights, whether or not subject to statutory registration or protection and, with respect to each of the foregoing, all registrations and applications for registration, renewals, extensions, continuations, reexaminations, reissues, divisionals, improvements, modifications,