Data Use Agreement

Kimmeridge Texas Gas (KTG) Data Use and Security Policy

Effective Date: May 5, 2025

 

1) Purpose and Scope

Kimmeridge Texas Gas, LLC (“KTG,” “Company,” “we,” “us,” “our”) is an exploration and production company focused on developing energy resources in South Texas. We are committed to the responsible use of Artificial Intelligence (AI) and the protection of our data assets.

This policy (“Policy”) outlines the requirements and restrictions for all vendors, suppliers, contractors, consultants, technology providers, licensors, licensees, and other third parties (collectively, “Partners”) who may access, process, or use Company Data in conjunction with AI Technology, pursuant to a governing agreement with KTG (the “Agreement”). Nothing in this Policy is intended to form a legal partnership between KTG and any of its Partners.

Reflecting KTG’s strategy to enhance operations through technology, this policy establishes the requirements for all Partners, including our technology partners, who may utilize AI Technology in connection with KTG’s sensitive data. This policy applies to all situations where Partners interact with Company Data and employ AI Technology in the course of providing goods or services to KTG.

1) Definitions

For the purposes of this Policy:

a) AI Technology means machine learning, deep learning, models (including large language models), neural networks, statistical algorithms, and other artificial intelligence tools, software, or methodologies capable of generating content (such as text, images, code, audio, video) based on prompts or data inputs.

b) AI Output means any information, content, or materials (including text, numbers, images, code, analysis, predictions, etc.) generated or produced by AI Technology where such generation was based, in whole or in part, on Company Data.

c) Company Data means all proprietary and non-proprietary information, Data, materials, content, and intellectual property owned by or provided by/on behalf of KTG to a Partner, or to which a Partner gains access in the course of performing its obligations under the Agreement. This encompasses data uploaded or transmitted for processing, non-public information collected for KTG, and any deliverables created for KTG. Company Data does not include information that is already publicly available or lawfully obtained from independent third-party sources without confidentiality obligations. Company Data includes information defined as “Confidential Information,” “Proprietary Information,” “Confidential Proprietary Information” or similar terms in the applicable Agreement.

d) Data means all results, information and data generated by or on behalf of a Party under this Agreement and shall include, but not be limited to, core samples, reservoir data, geologic and geophysical data, financial data, economic data, commercial data, contractual data, environmental data, marketing data, operational data, engineering data, and data or information contained in (or derived from) analyses, interpretations, compilations, reports, investigations, research, studies, codes, maps, models, and logs.

2) AI Use with Company Data Partners must adhere to the following when using AI Technology:

a) Prohibition on AI Model Training: Partners are prohibited from using any Company Data or any AI Output derived from Company Data to train, validate, fine-tune, improve, or otherwise modify any AI Technology, whether belonging to the Partner or any third party, unless the Partner obtains prior written authorization from KTG, which KTG may grant, deny, or withdraw in its sole discretion.

b) Conditions for Permitted Use of AI: If a Partner utilizes AI Technology involving Company Data as part of delivering services or generating content for KTG under the Agreement, the Partner must satisfy the following requirements:

i) Internal Policy: The Partner must maintain and enforce an Acceptable Use of AI Policy (“AUAI Policy”) governing the use of AI Technology by its personnel, consistent with good industry practice.

ii) Approved Tools: The AUAI Policy must prohibit the use of Company Data with any AI Technology that has not been approved by the Partner for use with sensitive or third-party data under controls appropriate for the data’s sensitivity.

iii) Human Oversight: The Partner must implement procedures ensuring an adequate level of knowledgeable human review of any AI Output that will be used in performing services, creating deliverables, or making decisions related to KTG. Partner understands and agrees that this review is essential to verify the accuracy, correctness, and appropriateness of the AI Output, particularly where such output could inform or influence operational, financial, technical, safety, environmental, or compliance decisions or actions.

iv) Personnel Training: All Partner personnel who may use AI Technology under the Agreement must be trained on the Partner’s AUAI Policy and these requirements.

v) Transparency: Partners agree to disclose to KTG, upon request or as specified in the Agreement, the specific AI Technologies approved and used by the Partner in connection with Company Data.

c) Compliance: All use of AI Technology must comply with the Partner’s internal policy and this Policy.

d) Data Security: Partners must implement and maintain appropriate technical and organizational security measures to safeguard Company Data against unauthorized access, disclosure, alteration, loss, or destruction when used with or processed by AI Technology. These safeguards must be no less protective than those the Partner uses for its own confidential and sensitive information of similar nature and must meet or exceed industry best practices and any specific requirements in the Agreement. Furthermore, Partners must take appropriate steps to ensure that any third-party vendors providing AI Technology used in connection with Company Data, and any subcontractors of such vendors, maintain adequate security safeguards.

e) Compliance with Laws and Respect for Intellectual Property: All use of AI Technology in connection with Company Data must comply with all applicable laws and regulations. The Partner is responsible for ensuring that its use of AI Technology does not violate any applicable laws or infringe upon the intellectual property rights (including copyright, patent, trademark, and trade secrets) of any third party. Any liabilities arising from non-compliance or infringement related to the Partner’s use of AI Technology are subject to the terms, including any applicable indemnification provisions, outlined in the specific Agreement between the Partner and KTG.

f) Confidentiality Obligations Unchanged: This Data Use Policy supplements, but does not replace or modify, any confidentiality or data protection obligations set forth in the main Agreement between the Partner and KTG. All Company Data, particularly that which constitutes Confidential Information under the Agreement, remains subject to the confidentiality requirements specified therein.

g) Prohibition on Use with Public/Untrusted AI Tools: Under no circumstances shall Company Data be submitted, uploaded, or otherwise processed by publicly available AI tools or services (such as free online generative AI platforms) or any other AI Technology that does not offer enterprise-level data privacy, security, and confidentiality controls appropriate for the sensitivity of Company Data and approved for use under the Agreement or otherwise in writing by KTG.

 

3) Governing Agreement & Verification

These Data Use Terms supplement the terms of any Agreement. Nothing in these AI Terms shall be construed as waiving the specific legal obligations, representations, warranties, liabilities, and indemnities related to the use of AI and Company Data, which are governed by the definitive Agreement executed between KTG and the Partner. In case of any conflict between this Policy and the Agreement, the terms of the Agreement shall prevail.


4) Policy Updates

This Policy may be updated from time to time. Partners are responsible for reviewing the current version of this Policy, available on KTG’s website or partner portal. Continued provision of services or use of AI Technology with Company Data after updates constitutes acceptance of the revised Policy terms, subject to the governing Agreement.

5) Contact

For questions regarding this Policy, please contact digital@ktgllc.com.

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