This Independent Contractor Agreement (the Contract) is entered into between Upstream FLUID CONSULTANTS, LLC, (Upstream) and


  1. Upstream engages Contractor to perform an assignment on a project for an Upstream client. Contractor may perform these services himself or, with Upstream’s prior written approval, through employees or sub-contractors (Contractor’s Personnel).
  2. Contractor shall be paid a day rate and reimbursed for agreed expenses negotiated between Contractor and Upstream as reflected on the Invoice Template for work performed under this Contract.
  3. Contractor agrees that he will perform his duties under this Contract as an independent contractor and that neither Contractor nor its Personnel will be an employee of Upstream. Contractor and his Personnel are highly skilled in the services to be provided and he/they will not require or receive supervision from Upstream or any other person or entity. Contractor understands that Upstream and its client are interested only in the outcome of the services to be provided, and not in the details of how the services are provided. Neither Contractor nor its Personnel is authorized to bind Upstream to obligations to any third parties, including Upstream’s clients. While working under this Contract, Contractor, and its Personnel, shall be free, during “off” weeks, to provide services to other businesses. Contractor understands that independent contractors are not eligible for unemployment benefits, paid sick leave, or paid vacation. Neither Contractor nor its Personnel will be entitled to any employee benefit plans offered by Upstream to employees of Upstream, now or in the future, including medical insurance, life insurance, disability insurance, and 401(k) or other retirement plans. Contractor, for itself and its Personnel, hereby forever waives any right he/they might have to coverage under any Upstream employee benefit plan, even in the unlikely event that it is someday determined that he/they should have been classified as an employee rather an independent contractor with regard to assignments received from Upstream. Contractor and his Personnel will provide their own tools, including a laptop, cell phone, and personal protective equipment needed to perform the services under this Contract. Contractor shall pay his own costs and those of its Personnel for industry seminars and continuing education.
  4. Contractor is solely responsible for all federal, state, and local taxes, income, Social Security and Medicare taxes and any other payroll taxes imposed by applicable law; and all other taxes be assessed as a result of fees or other payments made to Contractor by Upstream. Contractor agrees to timely pay all such taxes. Contractor acknowledges that Upstream is not responsible for withholding taxes of any kind from payments to Contractor.
  5. Contractor will submit invoices to Upstream periodically, as is mutually agreed by the parties. Except for invoices, Contractor is not required to regularly submit writings of any kind to Upstream.
  6. Contractor and its Personnel shall comply strictly with all local, state and federal laws, orders and regulations applicable to services performed under this Contract including all applicable safety and health regulations and policies of the Upstream client for which the assignment is performed. Contractor is responsible for obtaining any licenses he and his Personnel need in order to provide services in any state in which Contractor is engaged to provide services under this Contract.
  7. Upstream will maintain commercial general liability insurance coverage with limits of not less than $1,000,000 that covers claims made against Contractor and its Personnel arising from the services they provide under this Contract. The coverage will name Contractor and its Personnel as additional insureds and waive the insurer’s subrogation rights against Contractor and its Personnel. Unless prohibited by the law of the state in which Contractor or its Personnel is engaged to work, Upstream shall also obtain workers compensation insurance covering Contractor and its Personnel, including coverage for the Longshore and Harbor Workers’ Compensation Act. For projects in Texas, the Parties, shall sign a DWC Form-81 (available at ) with Subchapter F of Chapter 406 of the Texas Labor Code, and Upstream shall forward the signed form to its workers compensation insurer within 10 days thereafter, and retain a copy.
  8. Except as provided above, Upstream will not maintain any other insurance to protect Contractor or its personnel. Contractor is responsible for maintaining appropriate insurance on autos and property used by Contractor to perform this Contract.To the extent of the proceeds of insurance referenced in paragraph 7, Upstream agrees to release, defend, indemnify, and hold harmless Contractor and its Personnel from losses, expenses, damages, demands, lawsuits, and claims (including reasonable attorneys’ fees and court costs) arising from personal injury, death, property damage and/or loss sustained by Upstream, its client, its client’s other contractors and its and their employees, agents, and consultants arising out of performance of this Contract, even if such were contributed to or caused, in whole or in part, by the sole or concurrent, active or passive, negligence, fault, or strict liability of Contractor or its Personnel. The indemnity contained in this paragraph shall not apply to any acts that constitute gross negligence, willful misconduct, intentional torts, or felonies.
  9. In the course of performing work under this Contract, Contractor and its Personnel may receive or learn of non-public information relating to well data, research, development, business activities, proprietary products and services, or other technical information belonging to Upstream clients, or its clients’ contractors (Confidential Information). Contractor and its Personnel shall not disclose Confidential Information or use it for the benefit of anyone other than Upstream and the client from which the Confidential Information was received. Contractor's duty and that of its Personnel to maintain the confidentiality of Confidential Information shall survive the termination of this Contract. Upon completion of the work Contractor shall ensure that such Confidential Information is returned to Upstream or its client or destroyed (including deletion of electronic or magnetic data). Contractor’s Personnel will sign this or another agreement obligating that person to maintain the confidentiality of the Confidential Information received in the course of performing services under this Contract.
  10. Contractor and its Personnel have an obligation to perform to the best of their ability while on Upstream’s client’s wellsite until properly relieved. If Upstream’s client requests Upstream to remove Contractor or its Personnel from the client’s wellsite due to poor performance, or if the Contractor or its Personnel abandons the wellsite without being properly relieved or replaced by another Upstream contractor or by client personnel, Upstream reserves the right to withhold or offset payment of Contractor’s unbilled and/or approved time or expenses.
  11. Mandatory Arbitration of Claims - Arbitration shall be administered under the laws of the American Arbitration Association (“AAA”) in accordance with the AAA’s Rules in effect at the time the arbitration is commenced. This Agreement to arbitrate covers all grievances, disputes, claims, or causes of action arising out of or in any way related to the Parties’ working relationship or termination of that relationship, including this Agreement, that otherwise could be brought in a federal, state or local court or agency under applicable federal, state or local laws, arising out of or relating to Contractor's working relationship with Upstream and the termination thereof, including claims Contractor may have against Upstream or against its clients, officers, directors, supervisors, managers, employees, or agents in their capacity as such or otherwise, or that Upstream may have against Contractor. The claims covered by this Agreement include, but are not limited to, claims for breach of any contract or covenant (express or implied), tort claims, claims for wages or other compensation due, claims for wrongful termination (constructive or actual), claims for discrimination or harassment (including, but not limited to, harassment or discrimination based on race, age, color, sex, gender, national origin, alienage or citizenship status, creed, religion, marital status, partnership status, military status, predisposing genetic characteristics, medical condition, psychological condition, mental condition, criminal accusations and convictions, disability, sexual orientation, or any other trait or characteristic protected by federal, state or local law), and claims for violation of any federal, state, local or other governmental law, statute, regulation, or ordinance. The arbitrator shall have sole authority to rule on his/her own jurisdiction, including any challenges or obligations with respect to the existence, applicability, scope, enforceability, construction, validity and interpretation of this Agreement and the arbitration provisions contained herein. Contractor and Upstream expressly intend and agree that: (a) class action and representative action procedures shall not be asserted, nor will they apply, in any arbitration pursuant to this Agreement; (b) each will not assert class action or representative action claims against the other in arbitration or otherwise; and (c) Contractor and Upstream shall only submit their own, individual claims in arbitration and will not seek to represent the interests of any other person. Further, Contractor and Upstream expressly intend and agree that any claims by the Contractor will not be joined, consolidated or heard together with claims of any other Contractor. Any arbitral award determination shall be final and binding upon the Parties. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. If any provision of this agreement to arbitrate is adjudged to be void or otherwise unenforceable, in whole or in part, the void or unenforceable provision shall be severed and such adjudication shall not affect the validity of the remainder of this agreement to arbitrate. This agreement to arbitrate shall survive the termination of Contractor's working relationship with Upstream.
  12. This Contract contains the entire agreement between Contractor and Upstream with respect to its subject matter, superseding any previous verbal or written agreements. If any inconsistency exists between this Contract and any other contract made by Contractor and Upstream, the provisions of this Contract shall prevail. This Contract may be amended only by a written agreement signed by Contractor and an officer of Upstream.
  13. If any provision of this Contract is unenforceable, all other provisions shall remain in full force and effect. Clause 8 and 11 and Contractor’s obligations under Clause 3 and 4 shall survive the termination of this Contract. This Contract shall be governed by the laws of the State of Texas, without regard to conflict of law provisions.

Approved and Agreed:


Patrick B. Anderson,
Senior Vice President, Operations

Date :