Non-Disclosure Agreement (Page 2 of 2) in pdf

6. Any provision to the contrary notwithstanding, Recipient’s obligations under this Agreement are

subject to any disclosure requirement of law, regulation or legal process, but only to the extent of

such requirement. Recipient shall promptly notify Oceaneering of any such requirement, cooperate

fully with Oceaneering’s requests to prevent or minimize the effect of such disclosure, and make all

reasonable efforts to have such disclosures placed under a protective order or otherwise obtain

confidential treatment of the Confidential Information.

7. T

“AS IS”

ONFIDENTIAL

NFORMATION IS DISCLOSED

WITHOUT ANY REPRESENTATION

WARRANTY

ASSURANCE

GUARANTEE

OR INDUCEMENT OF ANY KIND

INCLUDING WITHOUT

LIMITATION ANY EXPRESS OR IMPLIED WARRANTY OF COMPLETENESS

ACCURACY

MERCHANTABILITY

SUITABILITY

NON

INFRINGEMENT OR FITNESS FOR PURPOSE

8. Upon Oceaneering’s written request, Recipient shall promptly: (i) deliver to Oceaneering and cease

to use all Confidential Information in Recipient’s (including its Representatives’) possession, custody

or control; or (ii) destroy the same and delete all electronic records containing the Confidential

Information, provided that Oceaneering may require Recipient to certify in writing such destruction

and deletion.

9. Recipient agrees that money damages would not be a sufficient remedy for breach of this

Agreement and that, in addition to all other remedies, Oceaneering shall be entitled to specific

performance and injunctive or other equitable relief as a remedy for such breach.

10. This Agreement sets forth the complete and exclusive statement of the parties’ agreement with

respect to the subject matter hereof. This Agreement may not be waived or modified except

pursuant to a written agreement signed by the parties. Any waiver or forbearance on one occasion

shall have no effect on any other occasion.

11. Any provision hereof which is found to be unenforceable or contrary to applicable law shall be

deemed stricken from this Agreement and the other terms and conditions hereof shall remain in full

force and effect.

12. This Agreement shall bind and benefit the parties and their respective successors and assigns.

Recipient’s obligations under this Agreement shall survive any termination hereof.

13. This Agreement shall be governed by the laws of Texas (excluding its conflicts-of-laws principles).

The parties consent to the jurisdiction of the state and federal courts situated in Houston, Harris

County, Texas.

Executed on the dates set forth below but effective as of the date first written above.

Recipient:

Oceaneering International, Inc.

By:

Name:

Title:

Date:

2 of 2

Rev. 2009-04-30

Non-Disclosure Agreement Page 2

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