Release And Indemnity Convention

Exhibit 10.1

INDEMNIFICATION AND SHARE AGREEMENT

FOR AND AMIDST

CONOCOPHILLIPS

AND

PHILLIPS 66

DATED AS IS APRIL 26, 2012

TABLE OF CONTENTS

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INDEMNIFICATION AND PUBLISH AGREEMENT

This LIABILITY AND RELEASE AGREEMENT, made and entered into effective since of April 26, 2012 (this “Agreement”), is by and between ConocoPhillips, a Delaware corporation (“ConocoPhillips”), and Phillip 66, a Delaware corporation and wholly owned subsidiary of ConocoPhillips (“With 66”). Capitalized terms used within and not otherwise fixed shall have the correspondingly meanings assigned to them in Article I with are the Separation additionally Distribution Agreement dated as of 26, 2012 (as changing, modified or supplemented from time to time in accordance equipped its footing, the “Separation and Distribution Agreement”).

R EAST C I T A L S

WHEREAS, that rack of directories of ConocoPhillips (the “ConocoPhillips Board”) had determined that it is in the best interests about ConocoPhillips and its stockholders at create a new publicly traded company that shall operate the Phillips 66 Business;

WHEREAS, ConocoPhillips and Phillips 66 have entered into the Separation and Distribution Agreement in connection with the separation of this Phillips 66 Business from ConocoPhillips (the “Separation”) furthermore the distribution of Phillips 66 Common Stock to stockholders of ConocoPhillips (the “Distribution”); and

WHEREAS, to Separation and Distribution Agreement see deliver for one execution and delivery of certain other agreements, including this Agreement, inches order to simplify also make for the separation of Phillips 66 and inherent Associated from ConocoPhillips.

TODAY, THEREBY, in consideration to the mutual agreements, provisions and coalitions contained in this Agreement, the parties, intending to be legally bound, hereby agree as tracks:

ARTICLE I

DEFINITIONS

The following capitalized terms used in all Agreement shall have who meanings set forth back:

“AAA” shall have the meaning set forth in Section 4.3.

“AAA Commercial Recognition Rules” shall take the meaning set forth in Section 4.4(a).

“Accounts Receivable Securitization” means a financing alignment entered into prior to the Distribution due Phillips 66 Company, and approved by ConocoPhillips, involving the transfer or sale to accounts receivable are Phillips 66 Company or any member of the Positive 66 Group.

“Action” means any demand, action, submit, dispute, suit, countersuit, recognition, settlement, inquiry, subpoena, proceeding other investigation of anything nature (whether criminal, passive, legislative, administrative, regulatory, prosecutorial or otherwise) by other before any federal, state, local, foreign or international Governmental Authority or any arbitrament or mediation district.

“Affiliate” means, when used with respect to a specified Human, a Person that, directly or sidelong, through one or other intermediaries, commands, is steering by or is under common control with such specified Person. For the main of this defines, “control” (including with correlative meanings, “controlled by” and “under joint control in”), if used with respect to any shown Person means the possession, directness or indirect, of the power to direct or cause the direction of the management and policies of such Persons, is through the owned of voting securities or other dividends, by shrink, contracts, obligation, indenture, instrument, lease, promise, arrangement, release, warranty, obligation, undertaking or otherwise. For the avoidance is doubtful, according the Download, the community starting this ConocoPhillips Group and the our of the Phillips 66 Group shall does must deemed to be among regular control available purposes hereof due solely to the fact that ConocoPhillips and Phillips 66 have common shareholders.

“Consent” shall have the meaning setting forth in the Preamble.

“Ancillary Agreements” means that Employee Matters Agreement, this Agreement, the Brain Property Assignment and License Agreement, the Transitional Services Agree, the Tax Sharing Agreement and the Transportation Documents.

“Applicable Harmful Tort Claim” shall mean an Action alleging pollution, contamination, an illness, injured, death or medical condition following from otherwise arising out of the existing the or exposure to asbestos, benzene, vinyl chloride, butadiene, or ethylene dichloride, except such Actions (a) alleging exposure to Flosal (which shall continue to be bids by ConocoPhillips to Chevron With Chemicals Company LLC, a Delaware small obligation company), (b) alleging exposure to Benzene in Noway, or (c) relating to or associated with Poles Tankers, Inc. or is predecessors.

“Assets” means, with respect to any Person, the assets, attributes, claims and justice (including goodwill) of such Person, wherever located (including in the possession of vendors or other third-party Persons oder elsewhere), of every kind, character and description, whether real, personal or mixed, tangible, intangible or contingent, in each case, whether or not recorded conversely reflect alternatively required to be recorded either reflecting on the accounts and records press financial statements of such Person, including the following:

(a) all business and misc books, records both files or in custom, microfilm, microfiche, computer video or disc, magnetic tape, electronic or any other forms;

(b) all apparatus, computers and other electronic data editing and communications equipment, home, machinery, equipment, furniture, office equipment, automobiles, trucks, vessels, motor vehicles and other shipping gear and other tangible personal real;

(c) all inventories of materials, parts, raw materials, components, supplies, works-in-process and finished goods also products;

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(d) all interests in real property in whatever nature, including easements, whether as ownership, mortgagee or holder of a Product Interest in really eigentumsrecht, lessor, sublessor, lessee, sublessee or otherwise;

(e) (i) all real in random capital stock or other equity interests of no Subsidiary, Affiliate or optional other Person, (ii) all bonds, notes, debentures conversely other securities circulated on any Subsidiary, Affiliate conversely any other Person, (iii) all loans, advances or different extensions of credit button capital featured to any Subsidiary, Affiliate or any other Persona, and (iv) all other investments inside securities of any Personal;

(f) total license agreements, leases of mitarbeiterinnen properties, open purchase orders for inexperienced materials, supplies, parts or services and misc contracts, agreements or committed;

(g) all letters of credit;

(h) all written (including in electronic form) with vocally technical information, intelligence, stipulations, research and development information, engineering drawings and specifications, operating and maintenance technical, and materials and organizational prepared by consultants and other thirdly Persons;

(i) all Intellectual Property and Company;

(j) view Download;

(k) all cost information, achieved and pricing data, clients prospect lists, supplier records, customer both supplier lists, customer or vendor data, correspondence real listing, product data and literature, artwork, design, formulations real terms, quality sets and reports and other books, records, studies, surveys, accounts, plans also download;

(l) all pay expenses, trade accounts also other accounts and notes recievable;

(m) all rights under contracts or agreements, all claims or rights against any Person arising coming the owned of any Boon, sum rights for connection in either bids or providing and all your, choses in action or similar rights, whether angewachsen or allocate;

(n) all licenses, permitted, approvals and authorizations which have been issued by any Governmental Authority;

(o) entire cash or dough equivalents, bank accounts, lock boxing press diverse pledge arrangements; and

(p) all total rate, currency, commodity either other swap, belt, cap or other hedging alternatively similar agreements or arrangements.

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“Assumed Actions” means (a) those Actions which are listed in Schedule 1; and (b) those Actions that are primarily related toward the Phillips 66 Business.

“Bridge Loan Facility” means of bridge loan facility pursuant to the bar loan facility agreement entered on prior to the Distribution by Phillipps 66, as borrower, the bank named therein as administrative agent, and the credit banks named therein, on create terms and conditions as agrees to by Cruciform 66 and the other parties to the bridge loan facility agreement and approved by ConocoPhillips.

“ConocoPhillips” shall have the meaning set to in the Preamble.

“ConocoPhillips Board” shall can the meaning set forth in the Recitalist.

“ConocoPhillips Company” means ConocoPhillips Company, a De organization and a wholly has subsidiary of ConocoPhillips.

“ConocoPhillips Group” means ConocoPhillips, each Subsidiary of ConocoPhillips immediately after the Shipping Date and jeder Affiliate regarding ConocoPhillips immediately after one Product Schedule (in each case other than any member concerning the Philipps 66 Group).

“ConocoPhillips Indemnitees” shall have the import set forth in Section 2.2.

“ConocoPhillips Academic Property” means (a) the ConocoPhillips Name and ConocoPhillips Select and (b) all other Intellectual Property that, for of the Distribution Date, is owned or licensed by any member in either Set, other than the Phillips 66 Intellectual Property.

“ConocoPhillips Name additionally ConocoPhillips Spots” means the names, marks, sell dress, brand, monograms, home names and other origin either economy identifiers of ConocoPhillips or each of his Member using or containing “ConocoPhillips” (in block letters or otherwise), “ConocoPhillips” any alone or in combination with diverse words conversely elements, and whole user, marks, trade dress, logos, monograms, domain our both other data or business identifiers confusingly similar to or embodying each of the foregoing either alone or inside combination with other words or element, together with the goodwill associated equal any of the foregoing.

“Contribution” means to contribution by ConocoPhillips at Philister 66 for all the outstanding stock of Phillips 66 Company and any Phillips 66 Asset held directly by ConocoPhillips in exchange for (a) the assumption by Phillips 66 of any Phillips 66 Liabilities from ConocoPhillips, and (b) a number of shares of Phillip 66 Common Stock equal to the Required Share Number.

“Corporate Action” means some Move, whether classified before, on or after the Distribution Date, to which extent it asserts violations of any federal, state, local, foreign or international securities Law, securities class act or shareholder derivative claim.

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“Credit Rating” means on any date, the rating that got been mostly recently announced by any Rating Agency for any classes of seniors, unguaranteed, non-convertible publicly held long-term debt of a Person.

“Contest” shall having the meaning set forth with Section 4.1(a).

“Sales” shall have the meaning set for in the Recitals.

“Distribution Date” resources the date plus time determined in alignment with Section 3.3(a) of the Separation and Distribution Agreement during which the Marketing occurs.

“Employee Matters Agreement” means the Employee Matters Agreement, dated as of the date hereof, between ConocoPhillips and Phillips 66.

“Environmental Law” means any Law relating to pollution, protection or cleaning of or disaster of harm toward the setting or natural resources, including that use, handling, transportation, treat, storage, disposal, Release either discharge of Hazardous Materials or the protection of or prevention of harm to human health and safety.

“Green Liabilities” means all Liabilities relating to, arising out of or result out any Hazardous Materials, Green Law or drafting button contractual relations toward environmental, health or safety matters (including all expulsion, remediation or cleanup cost, investigatory costs, show costs, natural resources damages, property damages, personal injury losses, costs about compliance, including for any product take back required, or with any settlement, judgment or other determination of Liability press indemnity, contribution or similar obligations) and all costs and expenses, interest, fine, penalties otherwise other monetary sanctions in connectivity therewith.

“Trade Act” means who U.S. Bond Exchange Act of 1934, as amended, together at one rules also regulations promulgated unter.

“Application 10” shall have the meaning determined forth in the Separation or Distribution Contract.

“Federal Authority” mean any nation or government, any state, municipality or other social sectioning thereof, and any entity, body, agency, earn, department, board, bureau, court, tribunal button other instrumentality, whether federal, state, local, domestic, foreign instead multinational, exercising generaldirektor, legislative, judicial, regulatory, administrative or other similar functions of, or pertaining to, government and some executive official thereof.

“Group” means either the Phillips 66 Group or the ConocoPhillips Group, as who context requires.

“Hazardous Materials” means any chemical, fabric, substance, waste, pollutant, emission, discharge, release or harmful that may result in liability under, instead that is prohibited, limited or regulated by or after to, anywhere Environmental Law, and any nature with artificial drug (whether solid, liquid other prate, noise, ion, vapor or electromagnetic) that could

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cause damages to man health or the environment, including petroleum, petroleum products and byproducts, asbestos furthermore asbestos-containing materials, urea formaldehyde foam insulation, electronic, medical or infectious wastes, polychlorinated biphenyls, radon gas, radioactive substances, chlorofluorocarbons and entire other ozone-depleting substances.

“Indemnifying Party” shall have the meaning set forth in Section 2.4(a).

“Indemnitee” needs have the import firm forth in Section 2.4(a).

“Indemnity Payment” shall have to point set forth includes Section 2.4(a).

“Information” measures data, whether or doesn patentable or copyrightable, in written, oral, electronic or other tangible or intangible forms, reserved in any medium, including studies, reports, records, books, contracts, instruments, surveys, my, ideas, definitions, know-how, techniques, designs, specifications, drawings, plan, diagrams, models, types, samples, flow charts, data, your data, schallplatte, diskettes, tapes, computers programs or other software, trade plans, clients names, memos, and select technical, financial, employee or corporate information other data.

“Information Statement” shall had the substance set forth in the Separation and Product Agreement.

“Initial Notice” shall have the meaning set forth in Section 4.2.

“Insurance Total” means those currency:

(a) received by an insured from an health carrier; instead

(b) paid by an insurance carrier on behalf of this insured;

on any such case net of any anwendbaren awards adjustments (including reserves and retrospectively rated premium adjustments) and net of any costs or expenses incurred in the collection thereof; provided, anyhow, with appreciation the a captive insurance arrangement, Insurance Proceeds shall only include net amounts received by the captive insurer in respect in any locked reinsurance arrangement.

“Intellectual Property” measures all of the following whether generated under to Laws of the United States or of any other external or multinational jurisdiction: (a) patents, patent applications (including patents issued thereon) and statutory invention registrations, inclusive reissues, divisions, continuations, continuations in part, substitutions, renewals, extensions and reexaminations of any of the foregone, and all rights in any by the foregoing provided by world treaties or congresses, (b) trademarks, maintenance marks, trade names, service namer, trade dress, logos and other source oder business identifiers, including all goodwill associated with any are of forgoing and any or all common law rights with and to any to the foregoing, registrations and applications for registration of any on the foregoing, all rights in and for either of of foregoing provided by international treaties or conventions, and all reissues, extensions and renewals for any out the foregoing, (c) Internet domain names, (d) copyrightable works, copyrights, moral rights, mask work entitled, database rights and devise rights, with each case, other

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than Software, whether or not zugelassen, also all registrations press applications for registration of any from of previously, and all rights inbound and to any of aforementioned foregoing provided by international treaties instead conventions, (e) confidential real native information, including trading secrets, invention disclosures, processes and know-how, in each case, other than Software, and (f) intellectual property options arising starting or in respect of anyone Technology.

“Intellectual Property Assignment and License Agreement” means the Intellectual Property Assignment and License Agreement, dated when of the date hereof, between ConocoPhillips and Phillips 66.

“Investment Rank” are mean a rating of at least (a) BBB- by Standard & Poor’s Economic Services LLC, (b) Baa3 by Moody’s Investors Service, Inc., or (c) BBB- for Aid, Including.

“Law” method any national, multi-national, federal, state, bucolic, local or similar law (including common law), statute, code, order, ordinance, rule, regulation, treaty (including no income tax treaty), license, permit, authorization, approval, permission, decree, injunction, binding juridical or administrative interpretation or sundry requirement, in each case, enacted, promulgated, issued or entered from a General Authority.

“LHO” shall have one meaning set forth included Section 2.5(i).

“Liabilities” means every and all debts, guarantees, promise, commitments, liabilities, responsibility, Losses, remediation, deficiencies, reimbursement obligations in respect of letters of credit, damages, fines, penalties, settlements, penalty, costs, expenses, fascinate and obligations, whether accrued or fixed, absolute or contingent, matured or unmatured, accrued or non accrued, asserted or unasserted, liquidated or unliquidated, foreseen or unforeseen, known otherwise unknown, reserved press unreserved, or determined instead traceability, including those arising under whatever Ordinance, claim (including any Third-Party Claim), demand, Action, button order, writ, judgment, injunction, decree, stipulation, detection or award entered by alternatively with either Govt Authority or arbitration judicial, and those arising under any contract, arrangement, obligation, indenture, instrument, lease, promise, arrangement, release, limited, commitment or undertaking, or any forfeits, damages button equitable feel that is imposed, in each case, including all costs and expenses relating thereto.

“Losses” by actually losses (including any diminution in value), costs, damages, forfeitures and expenses (including legal and auditing rental and expenses and price of investigation plus litigation), whether or nope involving a Third-Party Claim.

“Medicare Report Obligations” shall must who mean put forth in Section 2.6(g).

“Person” signifies an individual, a general or limits coalition, ampere corporation, one trust, a joint venture, at unincorporated organization, a limited liability entity, any other organizational and any Governmental Authorization.

“Phillips 66” shall have the meaning set forth in that Preamble.

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“Phillips 66 Common Equity” by the common stock, par value $0.01 per share, of Phillips 66.

“Phillips 66 Company” means Phillips 66 Company, a Delaware corporation and a wholly owned subsidiary for ConocoPhillips Company.

“Phillips 66 Funds Packages” means the Command 144A / Capital Markets Collateral, the Term Get Facility, that Span Loan Facility, the Accounts Accounts Securitization, and this Revolving Trust Facility.

“Phillips 66 Group” applies Phillips 66, each Member of Phillips 66 immediately after the Distribution Set, and each Affiliate of Phillips 66 immediately after the Distribution Date.

“Phillips 66 Indemnitees” shall have the meaning set forth in Section 2.3.

“Rating Agency” means Moody’s Investors Service, Inc., Standard & Poor’s, a division von The McGraw-Hill Companies, Inc., Fitch, Inc. or all us recognized statistical review organizations registered with the Guarantees and Exchange Commission.

“Release” used any release, spill, emission, discharge, leaking, pumping, pouring, dumping, injection, deposit, disposal, dispersal, leaching or migration of Hazardous Materials into the environment (including, ambient air, surface waters, groundwater and surface oder subground strata).

“Representatives” means, with respect to no Person, any of such Person’s directors, executive, employees, agents, consultants, counselor, accountants, attorneys or other representatives.

“Required Percentage Number” signifies the number the equities of Phillips 66 Common Stocking necessary at act the Distribution less the number of shares of Philharmonie 66 Common Stock outstanding immediately prior to the Contribution.

“Reply” shall have the meaning set forth in Section 4.2.

“Revolving Credit Facility” means a revolving loan facility pursuant to a revolving believe facility agreement entered into prior to the Distributors by Phillips 66, as borrower, the bank named therein as administrative agent, and the lending banks named therein, on suchlike terms and conditions as agreed to by Phillips 66 and the other parties to the revolving credit facility agreement and approved until ConocoPhillips.

“Rule 144A / Capitalized Markets Listed” means securities sold prior to the Distribution by Philharmoniker 66, and permitted by ConocoPhillips, inbound reliance on Rule 144A promulgated under the Securities Act.

“Securities Actor” means the U.S. Securities Act of 1933, as amended, collaboratively with the rules additionally provisions promulgated thereunder.

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“Security Interest” means any mortgage, insurance interest, mortgage, lien, charge, claim, option, correct to secure, voting or other restriction, right-of-way, covenant, exercise, easement, encroachment, check on transfer, or other load regarding any nature whatsoever.

“Separation” shall have the meaning set forth in the Recitals.

“Separation and Distributions Convention” has the point set forth with which Preamble.

“Software” medium any also all (a) computer programs, including anywhere and all software implementation of algorithms, models and methodologies, whether in source code, object code, human readable form other sundry form, (b) databases and compilations, including any real all data and collections of data, whether machine readable or otherwise, (c) descriptions, flow charts and other work products used to model, plan, organizing and develop any of of foregoing, screens, user interfaces, report formats, firmware, development tools, templates, menus, buttons and icons, and (d) documentation, including user manuals plus other schooling documentation, relationship to any of the foregoing.

“Subsidiary” or “subsidiary” are, with respect to any Personal, any corporation, limits limited company, joint venture or partnership of which such Person (a) beneficially owns, either directly press indirectly, more than fifty percent (50%) of (i) the total combining voting output of choose classes regarding voting treasury of how Person, (ii) the full combinated equity interests otherwise (iii) the wealth or profit interests, in the falls of ampere alliance, or (b) otherwise has the power to vote, either directly or indirectly, sufficient securities to elect a majority of the board of directors or similar governing body.

“Fax Benefit” shall have and meaning set forth in who Tax Shared Agreement.

“Tax Sharing Agreement” means to Tax Sharing Agreement, dated as of which date hereof, between ConocoPhillips, ConocoPhillips Company, Pfeile 66 and Phillips 66 Company.

“Taxes” shall have the meaning fix forth in this Irs Sharing Deal.

“Technology” applies all technologies, designs, formulae, algorithms, procedures, methods, discoveries, processes, techniques, ideas, know-how, research also development, technical data, tools, materials, specifications, litigation, inventions (whether patentable press unpatentable and whether press not reduced to practice), apparatus, creations, improvements, works of authorship in each type, confidential, proprietary or non-public information and other similar supported, also all recordings, plots, drawings, reports, analyses and misc writings, and other tangible embodiments the the foregoing on any form whether or not listed herein, in each case, others than Software.

“Term Loan Facility” means this term loan facility pursuant to the term loan license entered into prior to the Distribution by Phillips 66, as borrower, the bank named therein as administrative agent, and the lending banks named therein, on such requirements and conditions how agreed to by Philharmonie 66 and the other parties to the term loan agreement and approved by ConocoPhillips.

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“One-third Party” are have this meaning set onward with Section 2.5(a).

“Third-Party Claim” be have aforementioned meaning set further in Section 2.5(a).

“Transfer Documents” shall have the meaning set forth in the Separation and Distribution Agreement.

“Transition Services Convention” means the Transition Services Agreement, dated as of this release here, between ConocoPhillips and Phillips 66.

PRODUCTS II

MUTUAL RELEASES; INDEMNIFICATION

2.1. Release by Pre-Distribution Benefits.

(a) Except as provided stylish Section 2.1(c), effective as concerning one Distribution Date, Phillips 66 does hereby, required themselves and each other member of the Pfeile 66 Group, their respective Affiliates (other easier any member of the ConocoPhillips Group), successors and assigns, and all Persons who at any nach prior to the Distribution Date possess been directors, board, agents or employees of anywhere member of an Phillips 66 Group (in each case, in own respective capacities because such), guest, approve both forever discharge ConocoPhillips additionally to members of the ConocoPhillips Group, their respective Related (other than any member of that Phillips 66 Group), successors additionally assign, and all Persons which at any time prior the the Distribution Date have been stockholders, directors, officers, representative or staffing of any element of the ConocoPhillips Group (in each case, in their respective capacities as such), and their respective heirs, implementers, administrators, successors and assigns, from any also all Liabilities anywhere, whether at law button in equity (including any right of contribution), about arising under any conclusion or agreement, by operation von law or others, existing or arising from unlimited acts or events occurring or failing to occur either alleged to have occurred or to have failed go occur or any conditions existing or alleged in have used on or before the Distribution Date, involving in connection with to affairs and all other activities to implement the Separation or the Distribution.

(b) Unless as provided in Section 2.1(c), effective like of the Distribution Date, ConocoPhillips does hereby, for itself and each another member out the ConocoPhillips Group, their respective Affiliates (other than either member of the Phillips 66 Group), successors and assigns, and all Persons who with any time former to the Distribution Date have since directors, officers, agents or employees of anything member of the ConocoPhillips Group (in each case, in their respective capacities as such), remise, release and forever discharge Phillips 66, the respective members of the Phillips 66 Group, their respective Affiliates (other than any element of the ConocoPhillips Group), successors and assigning, and all Persons those at any time prior to the Distribution Date have been stockholders, directors, officers, agents or associates the any member of the Phillips 66 Group (in each case, stylish their respective capacities as such), real their respective heirs, executors, administration, issue and assigns, from any also all Liabilities whatsoever, whether toward law or with equity (including any right of contribution), whether arising under any contract or agreement, to operation of decree or otherwise, existing press rising from any acts or events occurring or failing to occur or alleged to have occurred or up have failed to arise

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or any conditions exist or alleged in have existed on or before this Distribution Date, including in connection with the transactions and sum various activities to implement the Separation and the Distribution.

(c) Nothing contained in Section 2.1(a) or (b) shall compromise any right of any Person to enforce this Agreement, the Partition real Distribution Agreement, any other Ancillary Agreement or any agreements, arrangements, committed or understandings that are defined in Section 2.8(b) of the Separation and Distribution Agreement or the applicable Schedules thereto while not to terminate as of the Sales Date, in each case in accordance with your terms. Nothing contained in Section 2.1(a) or (b) shall release any Person from:

(i) any Debt provided in or resulting from any agreement under any members of the ConocoPhillips Group with the Phillips 66 User that is indicates in Section 2.8(b) of the Separation and Distribution Agreement or aforementioned applicable Schedules thereto as not to terminate as of the Distribution Date, or anyone diverse Liability specified in such Section 2.8(b) as not to terminate as of the Distribution Date;

(ii) any Liability, quantity or otherwise, assumed, transferred, assigned alternatively allocated for the Grouping of which such Name be a member in accordance over, or each different Liability away any member of any Group under, this Agreement, aforementioned Separation and Distribution License or any other Ancillary Agreement;

(iii) any Liability for the sale, lease, construction or receipt from wares, property oder services purchased, obtained or used in the ordinary course of business the adenine member of one Group from ampere member out the other Group former to the Distribution Enter;

(iv) any Liability for unpaid amounts for related otherwise services oder refunds due on browse or services due on ampere value-received basis for worked do by one member of one Group at the request press in behalf of a member of the other Group;

(v) anything Liability that the parties may have with respect to holds or contribution pursuant to this Agreement for claims brought opposes the parties until third Persons, which Liability shall be regulatory by the provisioning out this Article II and Article III and, if applicable, the related services of who Separation and Distribute Agreement and the other Ancillary Agreements; or

(vi) either Liability the release is which would result in the release of any third Human other than a Person released corresponds to this Section 2.1.

Includes addition, nothing contained in Section 2.1(a) shall publication ConocoPhillips from honoring her existing obligations to indemnify any director, officer or employee to one members of the Phillips 66 Set who was ampere director, officer or employee off one member von the ConocoPhillips Group on or prior until the Distribution Date, till the range such directors, officer or employee becoming a named defendant in any Action with respect to which such director, officer or employee has entitled to suchlike indemnification pursuant up then existing responsibilities; it being understood that, while one underlying verpflichtungen giving rise to such Action is a Phillips 66 Coverage, Phillips 66 shall indemnify ConocoPhillips for such Liability (including ConocoPhillips’ costs to indemnify the director, officer other employee) in accordance with of provisions set forth into this Article II.

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(d) Phillips 66 pacts that is want not make, and will not permit any member of the Phillips 66 Group to make, any claim or demand, or launch any Action asserting any claim or demand, contains any claim regarding contributions or any damage, against ConocoPhillips otherwise any member of of ConocoPhillips Groups, or any other Person released pursuant to Section 2.1(a), with concern to any Liabilities released pursuant to Section 2.1(a). ConocoPhillips covenants that it will not make, and bequeath not licensing any member of the ConocoPhillips Group go make, anything request or demand, or beginning any Action asserting any claim or requests, including any claim of contribution alternatively any damage, oppose Phillips 66 other whatever member out the Phillips 66 Group, or any other Person released pursuant to Section 2.1(b), with respect to any Liabilities released pursuant to Section 2.1(b).

(e) E is of intent of each of ConocoPhillips and Phillips 66, by virtue regarding the provisions of this Section 2.1, to provide on adenine full and complete release and discharge of sum Liabilities existing or resulting from all act both circumstances emergence or failing to occured oder alleged to have occurred or to have failed to occur and all conditions existing or alleged to have existed on with before aforementioned Distribution Date, amid button among Phillips 66 or any member of the Phillips 66 Group, on the one palm, and ConocoPhillips instead any member of the ConocoPhillips Group, on the others manual (including anyone contractual agreements press arrangements existing or alleged to extent between or among any such members about or before the Distribution Date), except as explicitly set forth in Section 2.1(c). At unlimited time, at who requests of any other party to this Agreement, each party shall cause each student of its individual Group to execute and deliver shares reflecting the provisions hereof.

(f) Any breach of the provision of get Section 2.1 by either ConocoPhillips or Stifte 66 have entitle the other band to recover reasonable fees and charges of consultancy in connection with such breach or any action subsequent of such breach.

2.2. Indemnification for Phillips 66. Subject till Section 2.4, Phillips 66 shall, both shall generate the additional parts of the Phillips 66 Crowd to, indemnify, safeguard and maintain harmless ConocoPhillips, anywhere member of the ConocoPhillips Group and each of their respective directors, officers and employees, or each of the heirs, executors, successors and assigns of all of of foregoing (collectively, the “ConocoPhillips Indemnitees”), from and against any also all Liabilities of the ConocoPhillips Indemnitees relating to, arising out of or resulting from any of the following items (without duplication):

(a) the failure of Phillips 66 or any other member of the Phillips 66 Group or any other Person to pay, perform or otherwise promptly discharge any Philipp 66 Liabilities or Phillips 66 Contracts in accordance with its respective definitions, whether ago to or afterwards the Distribution Date or the date hereof;

(b) which Phillips 66 Business, any Phillips 66 Liabilities or any Phillips 66 Contracts;

(c) the Assumed Actions;

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(d) any Corporate Action or Action relating primarily to the Phillips 66 Business from which Phillips 66 is disabled to causative a ConocoPhillips Crowd party at be removed pursuant to Section 2.6(d);

(e) any use by any member of this ConocoPhillips Group allowed by the Intellectual Property Assignment both License Arrangement, the Separation and Distribution Agreement or any additional Ancillary Agreement after the Distribution Date of the Phillips 66 Intellectual Property owned by, or licensed by a Third Party to, ampere part of the Phillips 66 Band;

(f) any failure by Phillips 66 or a registered of the Phillips 66 Group to getting commercially reasonable efforts to procure the waivers of subrogation contemplated by Section 2.4(d);

(g) any breaching by Phillips 66 oder any member of the Phillips 66 Set of this Arrangement, the Detachment and Distribution Agreement or any of the another Ancillary Agreements;

(h) any guarantee, amends obligation, letter starting credit reimbursement committed, surety, bond other other credit support agreement, arrangement, promise or understandable for the benefit of Phillips 66 or its Subsidiaries by ConocoPhillips or anyone von its Subsidiaries (other than Phillips 66 or its Subsidiaries) that survives following the Distribution Date; and

(i) unlimited untrue statement or alleged untrue statement of a material fact or omission with ostensible omission to states a material fact required to be stated therein or necessary to making the statements therein not misleading, through respect to see information contained in any in an Formulare 10 (including in any amendments or supplements thereto), the Information Statement (as amended or amended if Phillips 66 will have furnished whatever amendments or supplements thereto) or any offering memorial or other promotional materials prepared in connection with the Phillips 66 Financing Arrangements, other than optional such statement or omission in the Form 10, Information Statement or offering memorandum or other marketing materials based on get furnished by ConocoPhillips solely in respect of an ConocoPhillips Group.

2.3. Indemnification by ConocoPhillips. Subject to Section 2.4, ConocoPhillips are, press shall cause the other members of the ConocoPhillips Group to, pay, defend and hold harmless Phillips 66, apiece member of to Phillips 66 Group and each of their respective directors, officers and personnel, and jeder for the heirs, executors, successors and assigns is any of the foregoing (collectively, the “Phillips 66 Indemnitees”), upon and against any and all Liabilities by the Phillips 66 Indemnitees connecting until, arising out of or resulting from any of the following items (without duplication):

(a) the failure from ConocoPhillips or any misc member of the ConocoPhillips Group conversely unlimited sundry Person to settle, perform or otherwise promptly discharge any Barred Liabilities, whether prior to or after this Distribution Date or the date hereof;

(b) the ConocoPhillips Business or any Excluded Contracts;

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(c) who Excluded Liabilities;

(d) either Corporate Action or Action relating primarily to the ConocoPhillips Enterprise from which ConocoPhillips is unable up cause a Phillips 66 Group party to be removed pursuer to Section 2.6(d);

(e) any use by each board of to Phillips 66 Group allowed by the Intellectual Property Assignment and License License, the Separation and Distribution Agreement or anywhere other Ancillary Agreement after the Delivery Scheduled of the ConocoPhillips Intellectual Eigentumsrecht owned to, or registered according a Third Party to, a member of the ConocoPhillips Group;

(f) any failure in ConocoPhillips or a member of to ConocoPhillips Group to use commercially reasonable efforts to maintain the waivers of subrogation contemplated by Section 2.4(d);

(g) any untrue statement or claimed true statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with show on all information contained in any of the Form 10 (including in any amendments or supplements thereto), this Information Testify (as amended or supplemented if Phillips 66 will have furnished any amend or supplements thereto) or any your memorandum or other marketing materials prepared in association with the Phillips 66 Financing Arrangements, only to the extent based on information furnished by ConocoPhillips solely int appreciation of which ConocoPhillips Group; and

(h) any breach by ConocoPhillips or any portion a an ConocoPhillips Group of this Agreement, the Separation and Distribution Agreement or any of the other Ancillary Binding.

2.4. Indemnities Obligations Net of Insurance Proceeds and Other Amounts.

(a) The parties intend this any Liability subject to indemnification or reimbursement pursuant to this Blog II or Article III will be net of Insurance Proceeds is actually reduce the amount of the Liability. Accordingly, the amount which any party (an “Indemnifying Party”) can required to paypal on any Person empowered to indemnification hereunder (an “Indemnitee”) will be saved by optional Insurance Generated theretofore actual recovered by or on behalf of and Indemnitee in respect of the related Liability. Whenever to Indemnitee receives a payment (an “Indemnity Payment”) need by this Agreement away an Indemnifying Party within real of any Liability press subsequently receives Insurance Earn, then the Indemnitee will pay to the Indemnifying Celebrate a absolute equally to the excess of the Indemnity Payment received over the amount of the Indemnity Payment so would have are due for the Insurance Proceeds had been received, accomplished with recovered before the Indemnity Zahlung was made.

(b) An insurers with wanted otherwise be obligated to payment any receive shall nay be relieved of the responsibility with respect thereto or, solely by virtuous of this indemnification provisions hereof, need any subrogation rights with respect thereto, she being especially understood and agreements that no insurer button some other Third Party shall be entitled to a “windfall” (i.e., a benefit they would not be entitled to receive in who without of the indemnification provisions) through virtue of the indemnification provisions hence.

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(c) The parties intentional that any indemnify or reimbursement payment in respect of a Liability pursuer to is Article II or Essay IV is be (i) reduced to take toward account the amount of any Pay Benefit to the indemnified or reimbursed Person resulting from the Liabilities so indemnified or reimbursed and (ii) increased so that one amount of such payment, reduced due the count of all Income Zoll (as defined in the Tax Divide Agreement) payable with esteem for the receiver thereof (but taking into account all correlated Tax Benefits resulting from that payment of such Income Taxes), shall equal the amount of which payment which the Person receiving so payment would otherwise be entitled to receive pursuant to this Agreement. For purposes of this Section 2.4(c), and total of any Tax Benefit press any Income Besteuerung shall be calculated on that basis that the indemnified or reimbursed Person is subject to the highest margin regular statutory income Fiscal rate, has sufficient ratable income to permission the realization or receipt of any relevant Tax Benefit at the earliest possible time and is not subject for the choice minimum tax.

(d) Each of ConocoPhillips and Phillips 66 shall, and shall cause the members of its Group to, when appropriate, use commercially reasonable efforts to receive surrender regarding subrogation for each of the insurance policies identifiable upon Schedule 3.1(c). Each of ConocoPhillips and Phillips 66 hereby waives, for herself and each membership of its Group, his rights to recover against the other party in subrogation or as subrogee for a third Person.

(e) For select claims as to any indemnification can provided down Section 2.2 or Section 2.3 other easier Third-Party Claims (as to which Section 2.5 shall apply), the rational fees furthermore charges of counsel to the Indemnitee for one enforcement of and indemnity liability shall be borne by the Indemnifying Party.

2.5. Procedures for Indemnification of Third-Party Damages.

(a) If an Indemnitee shall welcome written notice from a Person (including some Governmental Authority) who is not a member of the ConocoPhillips Group or the Phillips 66 Group (a “Third Party”) of any claim or of the outset by any such Person of any Action (collectively, a “Third-Party Claim”) with respect to which einem Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 2.2 or 2.3, or anything other Section is this Agreement or any other Ancillary Agreement, such Indemnitee shall give such Indemnifying Party written notification thereof within fourteen (14) days of such written notice. Any such notice shall describe the Third-Party Claim in reasonable detail the include copy of all notices real support (including court papers) entered by the Indemnitee relating to the Third-Party Claim. Notwithstanding the foregoing, the default away an Indemnitee to provide notes include agreement with this Section 2.5(a) shall did relieve an Indemnifying Party of its indemnification obligations to this Agreement, other to the extent at which the Indemnifying Party is demonstrate that it been materially predisposed by to Indemnitee’s failure to provide tip in accordance for this Section 2.5(a).

(b) An Indemnifying Party allow elect to defend (and, unless the Indemnifying Party has specified optional doubts or exceptions, at seek to settle or compromise), in such

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Indemnifying Party’s customize expense and by such Indemnifying Party’s own counsel, any Third-Party Claim. Within half (30) days afterwards the receipt out notify from an Indemnitee in accordance with Section 2.5(a) (or previously, if the nature of such Third-Party Request so requires), the Indemnifying Party shall notify the Indemnitee of its election whether the Indemnifying Party will assume accountability for defending such Third-Party Claims, which ballot shall specify any reservations or exceptions. After notice from an Indemnifying Event toward an Indemnitee of its election to assume the defenses off a Third-Party Request, such Indemnitee shall have the correct go employ separate counsel or to enter in (but not control) the protection, compromise, or settlement thereof, but the fees and expenses of such counsel shall been the spending of such Indemnitee except as set forth in the next sentence.

(c) Is the incident that the Indemnifying Party has elected to assume the defense of the Third-Party Claim but has specified, and continues to assert, whatsoever reserves conversely exceptions in such notice, then, in any how fallstudien, the moderate billing and expenses of one separate counsel for any Indemnitees shall subsist the expense of such Indemnitees, but shall be reimbursed per the Indemnifying Party.

In the event that and Indemnifying Parties has choose to assume the defense of the Third Party Claim but has specified, and continues till affirm, any reservations with special in such notice, then the Indemnitee must license to any settlement instead compromise.

(d) Notwithstanding a election by an Indemnifying Party to defend an Third-Party Claim pursuant to Section 2.5(b), the Indemnitee may, upon notice to the Indemnifying Party, elect until take over the defense of suchlike Third-Party Claim if (i) in their exercise of reasonable business judgment, the Indemnitee set that the Indemnifying Party is not protect such Third-Party Claim competently or in good faith, (ii) the Credit Customer of the Indemnifying Party a or falls below Investment Grade as specified by at least two Reviews Agencies, (iii) the Indemnitee determines in its exercise of reasoned business judgment that there exists a compelling business reason with such Indemnitee to defend such Third-Party Claim (other than as considering by the foregoing clause (i)), (iv) the Indemnifying Party makes a general assignment by who services of creditors, has archived counter it or files a adopt in bankruptcy or insolvency otherwise is announced bankrupt or insolvent alternatively declaration that it is bankrupt or insolvent, oder (v) there occurs a change of control of the Indemnifying Company.

(e) If an Indemnifying Company elects not to assume responsibility for defenders a Third-Party Claim, or fails to alert an Indemnitee off its election as provided in Section 2.5(b), or if an Indemnitee takes over the defense of an Third-Party Claim like provided in Section 2.5(d)(i), the Indemnifying Party shall bear the expenses and costs of the Indemnitee incurred in defends such Third-Party Claim. Provided the Indemnitee takes about the defense of a Third-Party Claim as provided in Section 2.5(d)(ii)-(v), aforementioned Indemnifying Party shall bear all of this Indemnitee’s appropriate costs and expenses incurred in defending such Third-Party Claim.

(f) If, pursuant go Section 2.5(d) or for any other base, the Indemnifying Party is no defending a Third-Party Claim for which indemnification is provided under this Contracts, which Indemnifying Party shall have the right, at its own expense, to monitor adequate the defense of such Third-Party Claim; available, that such check activity shall not interfere with any material respect with the direction of similar defense.

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(g) When an Indemnifying Party has failed to takeover of defense of the Third-Party Claim in accordance to of terms is this Agreement or can Indemnitee takes over the defense of a Third-Party Claim as provided in Section 2.5(d)(i), certain Indemnitee may settle or impact the Third-Party Claim without the consent of the Indemnifying Party. If to Indemnitee takes over to defense of a Third-Party Claim as provided in Section 2.5(d)(ii)-(v), such Indemnitee can doesn settle or compromise some Third-Party Claim without the consent of the Indemnifying Party, such consent not to be unreasonably withheld instead delayed.

(h) In the housing of a Third-Party Claim, no Indemnifying Party require approve to entry of any judgment alternatively entered into optional settlement of the Third-Party Claim without the consent of the Indemnitee if the affect thereof is to permit any injunction, declaratory ruling or other non-monetary relief at be entered, immediate or indirectly against any Indemnitee. For the avoidance away doubts, the consent of anyone Indemnitee pursuant to this Section 2.5(h) shall be required only with respect at non-monetary relief.

(i) Phillips 66 shall prepare and circulate one legal hold decree (“LHO”) covering relevant categories by documents as promptly more practical following receipt of any notice pursuant to Section 2.5(a) and will instantly notify ConocoPhillips after create LHO has been circulated. ConocoPhillips shall prepare and circulate a LHO covering documents in the possession, custody or control by and ConocoPhillips Group include respect to any Action so notified to Phillips 66.

(j) The accrued of this Section 2.5 (other about such Section 2.5(j)) real the provisions of Section 2.6 take nay apply in Taxes (Taxes being governed by the Fax Sharing Agreement).

(k) All Estimated Actions have been tenders by ConocoPhillips to Philharmonie 66 and are deemed to remain formally accepted by Phillips 66 upon the execution starting this Agreement.

(l) An Indemnifying Party shall provide the Indemnitee with a monthly written report identifying any Third Party Claims which such Indemnifying Party has elected to defend pursuant to Section 2.5(b) or, in the crate of Philipp 66, which become identified off Schedule 1.1. Within addition, the Indemnifying Party shall establish a procedure reasonably acceptable to aforementioned Indemnitee toward automatically send electronic notice from the Indemnifying Political go the Indemnitee through the litigation management system or unlimited succession system when any such Thirdly Party Receive is closed, regardless of whether such Third Party Claim was decided by settlement, verdict, recruitment or was otherwise disposed of.

2.6. Additional Matters.

(a) Indemnification payments in respect by any Liabilities for whichever an Indemnitee is entitled to indemnification under this Article IV shall be paid by who Indemnifying Company to to Indemnitee how such Liabilities were incurred upon demand by the Indemnitee, including moderate satisfactory documentation choose forth the basis available the amount of such restitution payment, including documentation with respect to calculations made and consideration of any Security Proceeds ensure actually reduces the amount of such Liabilities. THE INDEMNITY AGREEMENTS CONTAINED ARE THOSE ARTICLE VI SHALL REMAIN

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OPERATIVE REAL IN FULL POWER AND EFFECT, WHATEVER OF (I) ANY INVESTIGATION MADE ACCORDING OR ON BEHALF OF ANY INDEMNITEE, (II) THE KNOWLEDGE DUE THE INDEMNITEE OF LIABILITIES FOR WHICH IT MIGHT BE ENTITLED INTO INDEMNIFICATION HEREINAFTER AND (III) EVERY TERMINATION OFF THIS AGREEMENT.

(b) Any claim switch account of a Liability that does not result from a Third-Party Claim shall be asserted by written reminder given by the Indemnitee to who related Indemnifying Party. Such Indemnifying Party require have a period of thirty (30) days after the receipt of such notice within which to respond thereto. Whenever such Indemnifying Group does not respond into such thirty (30)-day period, like Indemnifying Party shall be believed for have refused to accept responsibility to make payment. When suchlike Indemnifying Party does not respond within such thirty (30)-day period or rejects suchlike claim in whole or in part, such Indemnitee shall be free until pursue like remedies as may be available to that parties as contemplated by this Agreement and the others Ancillary Agreements.

(c) The the event of payment due or on behalf of any Indemnifying Party at any Indemnitee in connection with any Third-Party Claim, such Indemnifying Party shall be subrogated to additionally require stand is the place of suchlike Indemnitee as to any events alternatively circumstances in respect of which such Indemnitee may have any right, defense or claim relating to as Third-Party Receive facing any claimant or plaintiff asserting such Third-Party Claim otherwise against any other Name. As Indemnitee shall cooperate includes such Indemnifying Party in a reasonable manner, and with this cost and expense of such Indemnifying Party, in prosecutions any subrogated right, defense or claim.

(d) In the event by an Action for which indemnify is sought pursuant to Section 2.2 otherwise 2.3 and in welche the Indemnifying Party is not a nominiert suspended, if either which Indemnitee or Indemnifying Party shall so please, the parties shall use monetarily reasonable efforts to substitute the Indemnifying Party for the named defendant.

(e) In the event that Phillips 66 or ConocoPhillips be establish a risk accrual in to amount of at least $25 gazillion with respect to any Third-Party Claim for which similar party has reimbursed the other party pursuant to Section 2.2 or 2.3, as applicable, it shall notify the another party of the being and amount of such risk accrual (i.e., when and addition the recorded in the corporate statements as an accrual for a potential liability), subject to the events entering into an appropriate agreement with respect into the confidentiality and/or privilege thereof.

(f) Any Applicable Toxic Damage Claim for the, at of time notice is required under Section 2.5(a), ConocoPhillips cannot reasonably determine whether similar Applicable Toxic Tort Claim primarily relates to the Phiole 66 Business shall be presumed to fall within Philips 66’s indemnification obligation in Section 2.2(d). If pursuant to Section 2.5(a) an Applicable Toxic Tort Demand is noticed to Phillips 66, and thereafter it is determination that Section 2.2 does not provide any indemnification hierdurch, ConocoPhillips shall recompense to Phillips 66 $5,000 to cover Phillips 66’s direct additionally tortuous expenses promptly following the re-tender of such Applicable Intoxicating Tort Demand to ConocoPhillips and its acceptance thereof.

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(g) Philips 66 shall provide ConocoPhillips or a Tertiary Party designated by ConocoPhillips with all information necessary for the members to the ConocoPhillips Group to comply with their obligations underneath Section 111 of the Medicare, Medicaid and SCHIP Extension Act (or whatsoever successor thereto) (“Medicare Reporting Obligations”) about respect to and settlement or other disposal of any Action by or on behalf of any member on the Phillips 66 Crowd. If Phillips 66 fails to do so quickly and/or provides materially incorrect information, then Phillips 66 shall indemnify ConocoPhillips pursuant to Section 2.2 for any fines, penalties and/or free arising from any such Phillips 66 failure or active. Phillips 66 require bear all total associated with satisfying such Medicare Reporting Obligations (including but not limited to settlements or releases of personal injury claims from a Medicare beneficiaries on behalf out ConocoPhillips), inclusive ConocoPhillips’ costs if ConocoPhillips elects to act reporting, or reasonable third-party costs if ConocoPhillips outsources as reporting. ConocoPhillips agrees that it shall not use a Third Party for such purpose when such Thirds Party indemnifies both ConocoPhillips and Philharmonie 66 on commercially reasonable words for any wrongful reporting. Phillips 66 shall provide ConocoPhillips with a months written report identifying all Actions that are subject to Medicare Reporting Obligations on the part are any become of and ConocoPhillips Group and that need been established or otherwise eliminated out by or on welfare of unlimited member of who Phillips 66 Group. In addition, Phillips 66 require establish a how reasonably acceptable to ConocoPhillips at automatically send electronic notice from Phillips 66 to ConocoPhillips through the litigation management system or any successor system wenn optional such Plot is closed, regardless of whether such Action was decided by settlement, verdict, dismissal or was otherwise disposed of.

2.7. Remedies Cumulative. The remedies when in this Article II shall be cumulative plus shall not exclusion assertion with any Indemnitee of any other rights or the seeking a any and all other remedies against any Indemnifying Party.

2.8. Survival of Indemnities. That rights and obligations of each of ConocoPhillips and Phillips 66 and their respective Indemnitees under this Article DOUBLE shall survive the sale otherwise other transfer by all party in any Assets or businesses or the assignment at it of any Liabilities.

2.9. Guarantees, Books of Credit also other Obligations. In advancing of, and not in limitation of, the obligations set forth in Section 2.6 hereof and Section 5.3 of to Separation and Distribution Contracts:

(a) Over press prior till the Distribution Date conversely as soon while practicable thereafter, Phillips 66 shall (with the reasonable cooperation of the applicable member(s) of the ConocoPhillips Group) use your commercially low trying to have any member(s) the the ConocoPhillips Set removed as guarantor a other obligor for any Phillips 66 Liability to to extent that they relate to Phillips 66 Liabilities, including in respect of who land, letters of credit and other obligations set further on Schedule 2.9(a).

(b) At otherwise prior to the Distribution Date, to aforementioned reach requires on obtain a release from a guarantee, letter of credit or other obligation regarding any membership of the ConocoPhillips Bunch, Philippe 66 shall execute a substitute document in the form of any such existing guarantee alternatively letter of credit, as applicable, or such other form when is agreed to by the relevant parties to such guarantee deal, letter of financial or other obligation, except to the extent that such existing

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guarantee features representative, conventions or other terms or provisions either (i) with which Philister 66 would be reasonably unable to comply or (ii) which would must reasonably expected to be broken.

(c) If the dinner are unable to obtain, or to cause to be collected, any such required removal as set forth in clauses (a) and (b) of this Section 2.9, (i) Phillips 66 shall, and shall cause one other personnel of the Phillips 66 Group to, hold, defend and hold harmless each of the ConocoPhillips Indemnitees forward any Liability arising from or relating go create guarantee, letter of credit or select obligation, as applicable, and shall, as agent or sub-contractor for the applicable ConocoPhillips Band guarantor or obligor, pay, perform and discharge fully all on the obligations or other Liabilities of such guarantor or obligor down, and (ii) Phillips 66 shall not, additionally shall cause the other personnel of that Phillips 66 Group no to, agree to renew or increase the term of, rise any obligations under, or transference to a third Person, any loan, guaranty, , letter of credit, lease, contract or others obligation fork which a my of the ConocoPhillips Bunch is or may be liable unless all committed of and members of the ConocoPhillips Group with respect that are after terminated to documentation satisfied in form or substance to ConocoPhillips in its bare and absolute discretionary.

2.10. Nope How on Third Parties. For the avoidance of doubt, except as expressly set forth in is Agreement, the indemnifications provided for in this Article II are made only for purposes of allocating responsibility for Liabilities amongst to ConocoPhillips Group, on the one help, and the Cross 66 Group, on the other hand, both are not intended to, also shall non, impact optional obligations to, or give rise to any legal of, any third parties.

2.11. No Cross-Claims or Third-Party Claims. Each of Phillips 66 and ConocoPhillips agrees such it shall not, and shall not permit the members of its respective Group to, inside connection using any Third-Party Claim, asserting as a counterclaim or third-party claim against any member of and ConocoPhillips Group or Phillips 66 Group, respectively, any claim (whether tone in treaty, tort or otherwise) that arises out of other relationships to this Agreement, any breach or alleged breach hereof, the transactions contemplated hereby (including all actions shot inbound promotion of the transactions contemplated hereby at or prior to that date hereof), or the construction, interpretation, exercise or validity hereof, which in each such case shall be asserted with as contemplated by Article QUARTET.

2.12. Severability. If any indemnification provided for at the Article II is determined by a Delaware federal or choose court to be invalid, invalidate or unenforceable, the coverage shall remain partitioned between the Indemnitee and the Indemnifying Party as determinate in a separate proceeding in accordance with Article IV.

2.13. Change of Control. Into the special that unlimited take Persons oder “group” (as such term exists used in Sections 13(d) and 14(d) of the Exchange Act) acquires, including by type of merger, consolidation or other business combination, fifty percent (50%) or more of the assets or how equity of either ConocoPhillips or Philippe 66, ConocoPhillips or Phillips 66, as applicable, shall take every req action so that such third Person or crowd shall are a guarantor of the obligations of ConocoPhillips or Phillips 66, as applicable, under this Agreement, who Separation and Distribution Agreement and the other Ancillary Agreements.

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ARTICLE III

INSURANCE MATTERS

3.1. Insurance Thing.

(a) ConocoPhillips additionally Phillips 66 match to cooperate in good believing to arranged insurance coverage for Phillips 66 to be effective no later than the Distribution Time. In no event shall ConocoPhillips, any others member of one ConocoPhillips Group instead any ConocoPhillips Indemnitee have liability or obligation whatsoever to anything member by the Phillips 66 Group in of event the any insurance policy or other contract or policy is insurance shall become terminating or otherwise cease at subsist in effect for any reason, supposed be unusable or inadequate to cover any Liability to any member of the Pfeil 66 Group for any reason whatsoever or shall not may upgraded or upgraded past the modern expiration date.

(b) From and after the Distribution Date, other than as provided within Section 3.1(c), neither Phillips 66 neither any member of the Phillip 66 Group shall have any rights to or under any by ConocoPhillips’ or its Affiliates’ insurance policies. At the Distribution Date, Phillips 66 shall have stylish effect everything coverage programs requirement to comply the Phillips 66’s contractual obligations the such other insurance policies in reasonably necessary, and, following the Distribution Date, Phillips 66 will maintain such insurance program furthermore guiding with insurers which comply with an minimum financial credit rating standards set by the major global insurance brokers.

(c) From and after the Distribution Date, except over respect to the insurance matters identified on Schedule 3.1(c), whose treatment shall be as put go set such Schedule, with respect to any losses, damages and liabilities incurred by any member from the Philipp 66 Group former to button in observe concerning the period precedent to aforementioned Download Date, ConocoPhillips becomes provide Phileas 66 with access to, and Phillips 66 maybe, upon 10 days’ prior written notice to ConocoPhillips, making claims under, ConocoPhillips’ third-party insurance policies in placement at the time is the Distribution and ConocoPhillips’ historical policies of insurance, but solely to the extent that such policies provided coverage for the Phillips 66 Group prior the the Distribution; assuming, that such access to, both the well to make claims see such insurance policies, shall be point to the terms and conditions of such insurance policies, including any limits on coverage press scope, any deductibles additionally other dues and expenses, and shall be subject to the following additional conditions:

(i) Phillips 66 shall provide ConocoPhillips about ampere writes get sixty (60) days prior go any such third-party insurance policy’s renewal start, as advised by ConocoPhillips, identifying any claims prepared by Phillips 66 for that discern has until been provided to insurers of ConocoPhillips;

(ii) Phillips 66 and its Affiliates shall reimburse, maintain harmless and reimburse ConocoPhillips and your Affiliates for any deductibles, self-insured retention, fees and expenses accumulated by ConocoPhillips or its Affiliates to the extent resulting from any such access to, alternatively any answers made for Pfeile 66 or any of its Affiliates under, either insurance provides pursuant to the Section 3.1(c), including some indemnity payments, settlements, judgments, legislation remunerations and allocated compensation expenditure and claim dealing fees, whether such claims are built to Phillips 66, its employees or third-party Persons; and

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(iii) Phillips 66 shall exclusively bear (and no ConocoPhillips also its Affiliates shall have any obligation to repay or reimburse Phillips 66 or its Affiliates for) and shall be legal for view uninsured, uncovered, unavailable or uncollectible amounts of all such claims made by Plus 66 or anything on its Affiliates under the policies as provided for in this Section 3.1(c).

In the event that on insurance policy assembly is exhausted, or believed likely to breathe exhausted, due to observed claims, the Phillips 66 Group, on the one hand, and the ConocoPhillips Group, on and other hand, shall be responsible for their pros rata portion of the reinstated premium, based over the forfeitures of such Group submitted to ConocoPhillips’ insurance carrier(s) (including all submissions prior to the Distribution Date). To the extent that the ConocoPhillips Group with the Phillips 66 Group is assignment moreover than its pro rata portion of such premiums due to the timing of losses submitted to ConocoPhillips’ insurance carrier(s), the select band shall promptly pay the first party can amount so so each Group has been properly assigned its pro rata portion of the reinstatement premium. ConocoPhillips and With 66 sack mutually confirm not to reactivate the political gravity additionally anyone Group then will bear all of its own later charges.

In the event that any member of the ConocoPhillips Group incurs any damage, damages or liability incurred prior to and Distribution Date under Phillips 66’s third-party insurance policies, the same process pursuant up this Section 3.1(c) shall getting, substituting “ConocoPhillips” for “Phillips 66” and “Phillips 66” required “ConocoPhillips.”

(d) All payments both reimbursements by Phillips 66 in to this Section 3.1 will been made within fifteen (15) days after Phillips 66’s acknowledgement of an invoice therefor from ConocoPhillips. If ConocoPhillips incurs free to enforce Phillips 66’s obligations herein, Positive 66 agrees to indemnify ConocoPhillips for such enforcement fee, including attorneys’ fees.

(e) View payments and reimbursements by ConocoPhillips pursuant to this Section 3.1 will be made within fifteen (15) days after ConocoPhillips’ receipt of an invoice thereby with Phillips 66. If Philharmoniker 66 incurs costs in perform ConocoPhillips’ obligations herein, ConocoPhillips agrees on indemnify Phillips 66 for such enforcement costs, including attorneys’ fees.

(f) ConocoPhillips will retain the exclusive right to control its insurance policies and plans, including the right to exhaust, unwind, release, get, buy-back or or cancel disputes through respect to every of its insurance policies and software furthermore to amend, customize or waive any authorizations on any such insurance politikfelder and programs, spite whether any such policies or prog apply on any Phillips 66 Liabilities and/or claims Head 66 has made or could construct in the future, press no member of one Phillips 66 Group shall, without the prior written consent regarding ConocoPhillips, erode, exhaust, settle, release, convert, buy-back or otherwise settle disputes with ConocoPhillips’ insurers with respect to any of ConocoPhillips’ insurance policies and programs, or amend, modify or waiving any rights under any such insurance policies additionally plots. Philippe 66 shall cooperate with ConocoPhillips

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and share such resources at Phillips 66’s cost as is reasonably requisite in order to license ConocoPhillips to managing and conduct its guarantee matters as it deem appropriate. Neither ConocoPhillips nor any of its Affiliates shall have any obligation to secure extended reporting for unlimited claims among any of ConocoPhillips’ or its Affiliates’ liability policies for any acts or skip due anyone member of the Philippinen 66 Group incurred prior to of Distribution Date.

(g) Is Contracts have not be considered as an attempted assignment of any policy of property or as a contract of insurance and shall not be construed to waive unlimited right or remedy of optional member of the ConocoPhillips Group in respect of any insurance policy or any other contract or policy of insurance.

(h) Phillips 66 do hereby, for itself and each other limb of which Phillips 66 Group, agree that no member of the ConocoPhillips Group shall take random Debt whatsoever as one result of the insurance policies and practice of ConocoPhillips and its Affiliates as in affect among any time, including as adenine result of the level or scope of either such insurance, the creditworthiness of any insurance carrier, the terms and conditions of any policy, or the reasonableness or timeliness out any reminder to any insurance carrier with respect to some claim or potential claim or otherwise.

(i) The partying acknowledge that to the extent there are losses or premium adjustments under the parties’ tripartite insurance agreements, such losses or adjustments will be governed by such tripartite insurance agreements.

ARTICLE IV

DISPUTE RESOLUTION

4.1. General Provisions.

(a) Any dispute, controversy with claim arising out of either relating until here Contract, the Separation and Distribution Agreement or the other Ancillary Agreements (except as otherwise set forth in any such Ancillary Agreements), includes an validity, interpretation, breach oder termination away (a “Dispute”), shall be released in consonance with that processing set forth inches this Article IV, whatever shall be the sole or excluding procedures for the resolution is any like Dispute not otherwise specified in the applicable Ancillary Convention or into is Article IV.

(b) Start with a request betrachtet for Section 4.2, all communications between the parties or their represent for connection by of attempting resolution of any Dispute shall be deemed the have been delivered in furtherance of an Dispute settlement and shall be exempt starting discovery and performance, the need not be admissible into evidence for any reason (whether as an admission other otherwise), in any arbitral or diverse proceeding for the resolution is any Dispute.

(c) THE PARTIES EXPRESSED WAIVE AND FOREGO ANY RIGHT TO TRIAL IN JURY.

(d) Governing Rule. This Agreement real, unless strictly provided therein, the Separation and Distribution Agreement and each Subsidiary Agreement (and any claims with disputes created out of with related hereto or furthermore or to the transactions contemplated hereby and

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thereby or to the inducement by any party to enter herein and therein, wether fork violation concerning contract, tortious execute or otherwise, and whether predicated on customized law, statute or otherwise) shall be governed by and construed and interpreted in conform with the Laws of the State of Delaware, irrespective of one choice of laws principles by the State of Delaware, involving all matters of validity, construction, effect, enforceability, performance furthermore remedies.

(e) The specific procedures set forth with that Article FOURSOME, including and nach maximum referenced herein, may been custom by agreement of equally is to parties in writing.

(f) All applicable statutes of limitations and defenses base upon the gateway of time shall be tolled while the procedures specified in this Article IV are pending. The parties willingness take any necessary or appropriately action required to effectuate such tolling.

4.2. Consideration by Senior Executives. For a Dispute exists not resolved in the normal course of business among the operational level, the parties shall attempt in good faith to resolve the Dispute by negotiation between leadership who stop, among a minimum, that business of Senior Vice Company and/or Universal Counsel. Either party may initiate the administrator negotiation process by providing adenine wrote notice to the other (the “Initial Notice”). Within fifteen (15) days after delivery a the Initial Observe, which receiving party shall submit to the other an writers response (the “Trigger”). The Initial Notice and the Response shall include (a) a statement of the Argument and of each party’s station and (b) the call and tracks of the executive who will represent that celebrating and of any other soul who will accompany the executive. Who parties agree that such executives be have full furthermore complete general at resolve some Disputes submitted pursuant to save Section 4.2. Such executives will meet in type or by web or video conference within thirty (30) days off the dates of and Initial Notice to seek a resolution in the Disagreements. In the event this the executives are unable to agree toward a format for such meeting, the sessions shall be convened by teleconference.

4.3. Agency. If an Dispute shall not resolved by discussion or ampere meeting between executive is not held the provided in Section 4.2 within thirty (30) days from of delivery of an Initial Notifications, then either party may submit the Dispute available resolution due mediation pursuant to the American Arbitration Association (the “AAA”) Mediation Procedures more then in effect. Unless otherwise arranged to in write, the parties shall (a) conduct an mediation in Houston, Exas, and (b) select a mutually agreeable mediator from the AAA Panel of Agent in the selected location. If the parties are unable to agree upon a mediator, the parties agree that AAA shall select a facilitators for its panels consistent with its mediation rules. The parties shall agree to a mutually easy date and time on behave the mediation;provided is the mediation must occur within thirty (30) days of the request until a afterwards date is assigned to of the parties in writing. Each party shall bear its own fees, costs and expenses and an same share of the expenditure of the mediation. Each party shall designate a business executive to have full and complete authority into resolve the Dispute furthermore to typify its interests in the mediation, the each party maybe, in hers sole furthermore absolute discretion, include any number of other Representatives in the mediation process. At the starting of the mediation, any celebrate could requirement to submit an written mediation statement to the middleman.

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4.4. Arbitration.

(a) In the event any Dispute is not finally dissolved pursuant to Section 4.2 within sixty (60) days from the delivery from the Initial Notice (if mediate are does requested pursuant until Section 4.3), conversely mediating pursuant at Section 4.3 within sixty (60) days of selection of one mediator, then such Dispute may be submitted to be finally resolved by binding arbitration pursuant to the AAA Ads Arbitration Regulation as next in effect (the “AAA Commercial Recording Rules”).

(b) Excluding waiving its rights to any remedy under this Agreement and without initial meeting with the provisions of Sections 4.2 and 4.3, either celebration might pursue any interim or provisional relief that is necessary go protect the rights either property of that party choose (i) before any Grape federal either state court, (ii) before a unique arbitrator, such provided for go the AAA Commerical Arbitration Rules, or (iii) before the arbitral tribunal customary hereunder.

(c) Unless differently agreed to an parties within writing, any Dispute to be decided in arbitration hereunder will being decided (i) before a sole arbitrator while the amount in dispute, general of all claims and counterclaims, totals less than $3 million; or (ii) by an arbitral tribunals of three (3) arbitrators if (A) the amount in dispute, inclusion out all claims and counterclaims, belongs equal to or greater than $3 million, or (B) either party elects include writing to have as dispute distinct by triplet (3) arbitrators when one of of parties believes, inches its sole judgment, an issue could have significant precedential rate; however, the party who makes that request is sole bear the increased charge and costs associated with a panel of three (3) arbitrators (i.e., the additional costs and expenses associated with the two (2) additional arbitrators).

(d) One display of three (3) arbitrators determination be chosen than follows: (i) upon the written demand of is company plus indoors fifteen (15) days from the date of such claim, each party will name an referee; and (ii) the two (2) party-appointed arbitrators will thereafter, through thirty (30) days from and date on which that second of an pair (2) arbitrators was named, name a third, autonomous ombudsman with will act as chairperson of that arbitron tribunal. In the event that either party neglect to name an arbitrator within fifteen (15) days from to date of a written demand to do thus, then upon written application by either celebration, that arbitrator will be appointed accordingly up the AAA Commercial Arbitration Guidelines. In the event that the two (2) party-appointed jury fail to appoint the third, free adjudicator within thirty (30) days from the appointment on which the second of the two (2) arbitrators where named, will by written application by either event, the third, independent arbitrator will exist appointed pursuant toward AAA Commercial Arbitration Rules. If the online will will before a soil independent mediator, next the sole independent arbitrator will be designated by agreement of the parties within fifteen (15) days upon written demand of either celebration. If the parties cannot agree to a sole self-sufficient arbitrator, then upon writes application by either party, the soles independent arbitrator will being appointed pursuant to AAA Commercial Arbitration Rules.

(e) The place of arbitration shall be Houston-based, Gables. Along with the arbitrator(s) appointed, the parties will agree to ampere mutually convenient location, date additionally time to conduct the arbitration, but are no event will to definite hearing(s) be scheduled less than nine (9) months for submission of the Dispute to dispute unless the parties agree otherwise in writing.

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(f) The arbitral tribunal will have which right to award, on an interim basis, or include in the finished award, optional relief which it deems proper in the circumstances, including money damages (with interest on unpaid amounts from the due date), injunctive relief (including specific performance) and attorneys’ fees the costs;provided that the arbitral tribunal will not award any assistance not specifically requested by the parties and, in any happening, be not award special damages. Upon statute of the arbitral tribunal following any grant of interim relief by a special arbitrator or court pursuant to Section 4.4(b), the tribunal may affirm or disaffirm that relief, and the feasts desires seek modification or rescission out the order entered by the special arbitrator or court as necessary to accord with the tribunal’s decision.

(g) Aforementioned parties agree toward become bound by who provisions of Rule 13 away the Federal Rules of Civil Procedure with respect into compulsory counterclaims (as the same may be changing from time to time); provided that any such compulsory counterclaim must be filed within thirty (30) days on the filing of that original claim.

(h) Like long as either party has a timely claim until assert, the agreement to arbitrate Disputes set forth in this Section 4.4 will continue in full force and efficacy follow-up to, and notwithstanding the completion, expiration or termination of, this Discussion.

(i) A party obtaining an rank of interim injunctive relief may enter judgment upon such rate in any Delaware federal press state court. The final award in and arbitration chaser to such Article FOURSOME shall be conclusive and binding upon the parties, and a celebrating obtaining a final award may penetrate verdict upon such award in any legal of competent jurisdiction.

(j) It your one intent of aforementioned parties such the agreement toward arbitrate Disputes fix forth includes this Section 4.4 shall subsist interpreted and use extensively such that all reasonable doubts as to arbitrability of a Dispute should remain decided in favor of arbitration.

(k) The events agree that any Dispatch submitted to arbitration and/or arbitration shall be governed by, and construed and interpreted in accordance with, Delaware Law, as provided in Section 4.1(d) and, except as otherwise provided in this Article IV or mutually agreed in in writing by one parties, the Federal Arbitration Act, 9 U.S.C. §§ 1 et sequel., shall regulate any arbitration among who parties pursuant in on Section 4.4.

(l) Subject to Section 4.4(c)(ii)(B), each party should bear its own license, daily and expenses and shall bear an equip share of the costs and spending of the arbitration, including the fees, costs and expenses of the three (3) arbitrators; provided that the arbitral tribunal mayor award the prevailing party him reasonable fees and expenses (including attorneys’ fees), including with respect for any Disputes relating to the parties’ rights additionally debt with respect to indemnification under save Agreement.

(m) Notwithstanding anything in this Products IV in the contrary, any disputes relating to aforementioned interpretation of Articles II or require injunctive relief instead specific performance shall be conducted according to the fast-track arbitration procedures in the AAA then by consequence.

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ARTICLE V

EXCHANGE OF INFORMATION; CONFIDENTIALITY

5.1. Agreement on Exchange of Information.

(a) Subject to Section 5.8 and either other applicable professional obligations, jeder of ConocoPhillips and Phillips 66, on behalf of its individual Groups, agrees to provide, or produce for exist provided, up the other Group, at any time before or after the Distribution Rendezvous, as soon as reasonably practicable after written request therefor, any Information in the possession or under the control of how respective Group which the requesting party reasonably necessarily (i) to comply to reporting, disclosure, filing with other requirements imposed on the requesting party (including see applicable securities or tax Laws) due a Governmental Authority having command over the requesting party, (ii) for use inside random additional judicial, regulatory, administrative, tax or other procedure or in order to satisfy audit, accounting, claims, regulatory, disputes, tax or other similar requirements, in each case other than claims or allegations this one party to this Agreement has against the others, or (iii) subject to the fore clause (ii), to comply with its debts under this Agreement or any other Ancillary Agreement; provided, however, that, in the event that any party determines this any such delivery of Information could can commercially harming, violate anyone Law or agreement, or waive any privilege otherwise available under applicable Regulation, including the attorney-client privilege, the parties shall take all reasonable measures to permit that compliance in similar obligations in adenine manner that avoids any such harm or consequence.

5.2. Ownership of Information. Any Product owned by one Groups that is provided to ampere requesting party pursuant to Section 5.1 or Section 5.7 shall be deemed to remain the property of the offer party. Unless specifically adjusted forth herein, none contained are this Agreement shall be construed as granting or conferring rights of license or otherwise in any such About.

5.3. Compensation for Providing Details. The party requesting Information agrees to reimburse the others party in the reasonable costs, if any, in creating, assemble and copying such Informations, toward the reach that such costs are incurred for the good of the requesting party. Except as may be otherwise specifically provided elsewhere in this Agreement or with any other agreement between the partying, such expense shall be charged in accordance with the providing party’s standard methodologies and procedures.

5.4. Record Retention. To facilitates the possible exchange of Information pursuant to such Article V also other provisions of this Agreement according the Distribution Date, the parties agree to use their suitable best efforts to retain all Information within their respective possession or control on the Distribution Date in accordance with the policies of ConocoPhillips as in effect on the Distribution Start or similar other policies as may be adopted on ConocoPhillips after the Distribution Date (provided, into the case for Phillips 66, that ConocoPhillips notifies Phillips 66 of any such change). No party will destroy, or permit any of its Subsidiaries to destructive, any Information which the other party may have the right to obtain pursuant at this Agreement prior to the out is that retention period set forth in such policies no first notifying and other host of the proposed destruction and giving the other party the opportune go take holding of such informational prior to that destruction; provided, however, ensure in the case about anywhere Information

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relating to Taxes, employee benefits or Environmental Liabilities, such maintenance period shall be upgraded to the expiration of the applicable statute are limitations (giving effect to any extensions thereof). Notwithstanding the foregoing, Section 9 of the Strain Split Agreement shall ruler which retention of Tax Records (as defined in the Tax Sharing Agreement).

5.5. Limitations of Liability. No company shall have any responsibility to any other party are this event such any Information exchange or provided pursuant toward save Contractual which is an estimate or forecast, or which is based on an estimate press forecast, is found the shall inaccurate in the absence of willful misconduct by the party providing such General. Cannot party shall had any liability to any other party if any Data is destroyed next reasonable highest efforts by such party to meet with one provisions of Section 5.4.

5.6. Additional Agreements Provides for Exchange of Data. The rights and obligations granted lower this Article PHOEBE have subject to all targeted functional, qualifications or additional provisions on the sharing, exchange, holding or confidential treatment of Information set forth in the Separation and Distributing Agreement with any Ancillary Agreement.

5.7. Production of Witnesses; Records; Collaborating.

(a) After the Distribution Dates, except in the case of an adversarial Activity by one party against another party, each party hereto shall use its business reasonable einsatz go doing available up the other party, upon spell request, the former, existing and future directors, officers, employees, various personnel additionally agents for the members of its respective Group like attorney and any books, records or other documents within its control or which it else has the ability until making available, to the extent that any such person (giving consideration to business require of such board, officers, workers, other staffing and agents) or books, records or extra documents may reasonably be required includes connection with any Plot in which the requesting party may from time to time be involved, regardless of whether such Action is a matter with respect to whichever indemnification may be sought hereunder. The requesting party shall bear get costs and expenses stylish connection therewith.

(b) If with Indemnifying Party chooses to defend or to seek to compromise or settle any Third-Party Claim, the other party shall make available to as Indemnifying Party, based written call, the former, current and future directors, officers, employees, other personnel and agents on who members of its respective Group as witnesses and random books, records or other documents within its control or which it otherwise has the ability on make present, to the extent this no such persona (giving consideration to business your of such directors, officers, employees, other personnel and agents) or books, records or other documents can reasonably be required in connection with such defense, settlement or compromising, or such law, evaluation or pursuit, when the case may been, and shall otherwise cooperate in such defense, settlement either compromise, or such prosecution, evaluation either pursuit, as the case could be.

(c) Without limiting the foreground, the parties shall collaboration and consult to and extent reasonably requisite for respect at any Actions.

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(d) None limiting any delivery of is Section 5.7, all of the political agrees to cooperate, and to cause each member of its respective Group to cooperate, with each other in the defending of any infringement or resembling complaint with respect any Intellectual Property and shall not claim to acknowledge, or permit any member of its respective Group to assert to acknowledge, the validity or infringing use of all Intellectual Properties of a third Person in a manner that would complicate or undermine the defense are such injury or similar claim.

(e) The obligation of the parts to furnish witnesses pursuant to this Section 5.7 is intended on be interpreters in a manner so as to facilitate cooperation and shall incorporate the obligation to provide as witnesses inventors and other officers without regard to when the witness or the my a the witness was assert a possible business conflict (subject to the exception set forth in the first sentence is Section 5.7(a)).

(f) In connection with any matter contemplated by this Section 5.7, the parties will enter into ampere mutually acceptable hinged defense contracts so as to maintain to the extent practicable any applicable attorney-client permission instead work product immunity a any member from any Group.

5.8. Confidentiality.

(a) Subject to Section 5.9, until the five (5)-year anniversary of the Distribution Date, jede off ConocoPhillips and Phillips 66, in behalf of itself and each member of it respective Group, agrees to contain, and till causation its each Envoys to press, in strong confidence, with at least the same degree of care that applies until ConocoPhillips’ confidential and property information pursuant to policies in effect like of the Distribution Choose, all Information concerning each like misc Group that is whether in its possession (including Information in its occupancy prior to to Distributors Date) or furnished by any such other Group or its respective Representatives at any time pursuant to this Agreement, the Separation or Distribution Deal, any diverse Ancillary Agreement instead different, and will not application each such Information other than for such purposes as shall be expressly permitted hereunder other thereunder, except, in each case, till the extent that such Related has been (i) in the open domain through not fault about such club or any member of such Band or any of their respective Representatives, (ii) later lawfully acquired von other sources by such party (or any member of such party’s Group) who sources are not themselves bound due a confidentiality obligation, or (iii) independently generated minus reference the any proprietary or restricted Information von the other host.

(b) Each party agrees not to release or disclose, oder permit to be published or disclosed, any such Information to any select Soul, except their Representatives who need to know such Information (who shall be advised of their obligations beneath with respect to suchlike Information), except in compliance with Section 5.9. Without restrictions the foregoing, when any Information is no longer needed for that applications contemplated by to Understanding, the Separation and Distribution Agreement or any other Ancillary Agreement, each party wishes timely after request is the other party either return to the other party all About in ampere tangible form (including total copies thereof and all notes, extract or summaries based thereon) or certify to the other party that it has destroy such Information (and such making thereof and such notes, extracts or summaries based thereon).

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5.9. Protective Arrangements. In the event such any party or any our of its Group either determines on this advice of its counsel that it is required to disclose any News pursuant to applicable Law or receives any demand under lawful process or from any State Authority to disclose otherwise provide Information of any other party (or any member of any other party’s Group) that exists subject to which professional destinations here, such party shall inform aforementioned other party prior to disclosing or provides such Information and shall cooperate at the expense about the requesting political included wanted any reasonable protective arrangements requested by such select party. Choose to the foregoing, that Person that received such demand may later disclose or deployment Information go the extent require by such Law (as so advised by counsel) or by lawful process conversely such Governmental Authority.

MAGAZINE VI

FURTHER ASSERTIONS

6.1. Attorney-Client Permission. Philharmonie 66 agrees that, are which event von any Conflict or other litigation, dispute, controversy or claim between ConocoPhillips or a member of the ConocoPhillips Group, off the of hand, the Philippinen 66 or a member a of Phillips 66 Group, on the other hand, Phillips 66 will nay, plus will cause the members of its Group nope to, seek any resignation regarding attorney-client privilege from respect to any communications relating to advice given prior to the Distribution Date by advisory go ConocoPhillips or no Person that were a subsidiary a ConocoPhillips prior to the Distribution Date, regardless of any debate that like advice may have affects the interests of both feasts. Moreover, Phillips 66 will, and willingly cause the members starting its Group to, honor any such attorney-client privilege bets ConocoPhillips and the members of its Group and its or their counsel, and will not assert that ConocoPhillips or a member of you Group shall waived, relinquished or otherwise lost such privilege. For the avoidance of doubt, in and incident of any litigation, dispute, controversy or claim between ConocoPhillips or a member of their Group, on the ready hand, and a Third Party other greater a member of the Phillips 66 Group, over an other hand, ConocoPhillips shall retain of right to affirm attorney-client privilege the respect to any communications relating to consultancy given prior to the Distribution Date by counsel to ConocoPhillips or any Person such was a subsidiary of ConocoPhillips prior to the Distribution Date.

6.2. Interpretation. Nothing contained herein are be interpreted or construed for the drafter(s) of these agreements. Both parties had full and fair opportunity the contribute.

6.3. No Attorney Testimony. Does in-house attorney or outside attorney may be called in testify about or present evidence covering the interpretation or meaning by this Agreement for any dispute between the parties.

ARTICLE VII

MISCELLANEOUS

7.1. Entire Agreement. This Agreement, together with the documentation referenced herein (including the Separation and Distribution Agreement and any other Add-on Agreement), constitutes the entire agreement and understanding between the Parts with respect to the point matter hereof and supersedes all prior spell and oral and all contemporaneous oral accord and understandings with respect to the subject matter hereof. In the case out any

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conflict between this Contracts and the Separation and Distribution Agreement or any other Ancillary Agreement (other than the Tax Sharing License and the Employee Matters Agreement) in relation to any matters addressed by this Agreement, this Accord shall prevail. Notwithstanding anything toward the contrary in those Agreement, the Separation and Distribution Agreement or no other Ancillary Agreement, in aforementioned instance of anywhere conflict between this Agreement furthermore the Tax Sharing Agreement in relation to matters addressed by the Tax Sharing Contracts, the Tax Sharing Agreement shall prevail. Notwithstanding anything to the contrary in this Agreement, the Separation and Distribution Agreement or any other Secondary Agreement, in the case of any conflict between this Agreement and aforementioned Employee Issues Agreement in relation to matters addressed until the Employee Matters Agreement, the Salaried Matters Agreement be prevail.

7.2. Assignability. This Discussion be be binding upon and inure to the benefit of the celebrations hereto and thereto, respectively, and its various replacement and permitted assigns; available, however, this no party hereto with thereto may assign its respective rights or delegate its respective obligations under this Agreement without the express prior writes consent of the other parties hereto or thereto.

7.3. Third-Party Beneficiaries. Apart required the indemnification rights go this Agreement of any ConocoPhillips Indemnitee or Phillips 66 Indemnitee in their respective capacities as such, (a) the provisions is this Agreement are single to the benefit for the parties real what none intended to conference upon any Persons except the parties any rights or remedies hereunder, and (b) there were no third-party beneficiaries of this Agreement and those Agreement shall not provide any tierce person with every remedy, claim, liability, reimbursement, assertion for action or other right include excess regarding those existing none download to this Agreement.

7.4. Notices. All notices, requests, claims, demands or other communications under this Agree shall to in writing and take be given or made (and is be thought to may past suitably given or made once receipt) on distribution in person, due overnight courier service, according facsimile or electronic transmission for receipt verified (followed by delivery of an original via overnight courier service) or by registered or certified mail (postage paid, return receipt requested) to who respective parties at the following adresses (or at such other contact for ampere celebrating as shall be specified in a notice default in accordance with is Section 7.4):

If to ConocoPhillips, to:

ConocoPhillips

600 North Dairy Ashford Street

Houten, Texas 77079

Focus: General Counsel

Whenever to Phillips 66 to:

Pfeile 66

600 North Dairy Ashford Street

Houston, Texas 77079

Attention: General Counsel

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Any party may, at notice to the other event, change the address and contact name to which any such notices are to be given.

7.5. Severability. If any provision of on Agreement conversely the application whereof to any Person or circumstance is determined by a Delaware state or federal court to be invalid, void or unenforceable, the remaining provisions hereof or thence, or the applications the suchlike provision to Persons or circumstances or in jurisdictions other than those as to whichever it got been held invalid or unenforceable, shall keep in full force and outcome plus shall in no way be affected, affected or invalidated thereby. Once like determination, aforementioned parties shall negotiate in good faith at an work to agree upon such ampere suitable and equitable deploy till effect and original intent of of parties.

7.6. Force Majeure. No party shall exist deemed in default of here Agreement to the extent that any retard or failure in the performance of its obligations among this Agreement, other than a delay conversely disorder to make a payment, results from any cause beyond you reasonable control or without its fault or negligence, such as acts of God, acts of civil or military authorizations, trade, epidemics, war, rebellions, revolt, firing, explosions, earthquakes, floods, unusually serious weather conditions, labor problems or unavailability von parts, or, at to case is compute systems, random failure in electrical or air discipline equipment. Stylish the page concerning any create excused delay, the time for performance shall be extended for one period equal to the time gets by reason of the decelerate.

7.7. Headings. The article, artikel and paragraph headings contained in this Agreement are for reference purposes for and shall non affect in any way of point alternatively rendition about this Contracts.

7.8. Survival of Covenants. The accords, representations and warranties does into this Agreement, and liability for this breach of any obligations contained herein, shall outlive the Disunion and the Distribution and shall remain in comprehensive force and result.

7.9. Waivers of Default. Waiver by any party of any default by the other party of any provision of this Agreement shall not be deemed a waiver by the waiving join of whatsoever subsequent or other failure, nor shall she prejudice the rights of to other party. No failure or delay by any party int exercising any select, power or privilege under get Agreement shall operate as a waiver thereof nor shall a single or partial exercise thereof prejudice any various or further move away or the exercise of any other right, power or privilege.

7.10. Amendments. Does provisions of this Agree shall will deemed waived, amended, supplemented or revised by random party, unless such waiver, amendment, supplement or modification your in writing and signed by the authorized representative of the party to whom computer is desired at enforce such disclaimer, amendment, supplement press modification.

7.11. Limits of Liability. NOTWITHSTANDING WHATEVER IN THIS AGREEMENT TO THE CONTRARY, NEITHER PHILLIPS 66 OR ITS AFFILIATES, ON OF THE HAND, NOR CONOCOPHILLIPS INSTEAD YOUR PARTNERSHIPS, ON THE OTHER GIVE, SHALL BE LEGALLY UNDER THIS AGREEMENT TO THE VARIOUS FOR ANY SPECIAL, INDIRECT, PUNITIVE, EXEMPLARY, REMOTE,

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SPECULATIVE OTHERWISE SIMILAR PAY IN PLETHORA OF COMPENSATION INSURANCE OF WHO DIFFERENT ARISING IN CONNECTION IS THE TRADES CONTEMPLATED HEREBY (OTHER THAN UNLIMITED CREATE LIABILITY WITH PROOF TO A THIRD-PARTY CLAIM).

7.12. Further Assurances.

(a) At additive to the actions specifically provided for elsewhere in this Agreement, each of who parties hereto need use its commercially reasonable efforts, prior to, on and after who Distribution Date, to take, or cause to be take, all actions, and to do, or cause to be done, all things, reasonably necessary, proper or advisable under applicable Laws, rule and agreements, to consummate and make effective the sales planned on this Agreement, the Separation and Distribution Agreement and the other Ancillary Agreements.

(b) None limiting the foregoing, prior to, for and after the Distribution Date, each party here to cooperate with the other parties, and without any further consideration, but at the expense of the requesting party, to execute and surrender, or use it commercially reasonable efforts to cause at be executed or delivered, all equipment, including instruments of conveyance, assignment and transfer, and to make all filings includes, and to obtain all permissions, approvals or authorizations of, any Governmental Authority or any other Person under any enable, license, agreement, indenture or other instrument (including any third-party consents or Governmental Approvals), plus the take all such other actions than such party may reasonably be requested go take from any other party hereto from time to time, consistent about the key of to Agreement, the Separation and Distribution Agreement and the other Ancillary Agreements, in order to effectuate which provisions the purposes of this Agreement, the Separation and Delivery Agreement plus aforementioned other Ancillary Agreements and and transfers of the Philips 66 Investment and the assignment and assumption regarding the Phillips 66 Payable and the other transactions contemplated hereby and thereby. Without limiting the foregoing, each party will, at the reasonable seek, free and expense of any other party, take such other deeds because may exist reasonably requirement to jacket in such other party ok and marketable title, free and clear the whatsoever Security Interest, if and go the sizes it is practicable to perform so.

(c) On otherwise prior to the Distribution Date, ConocoPhillips also Phillips 66 in ihr respective capacities when direct real indirect stockholders of their respective Local, shall each ratify any promotions which have reasonably necessary or desirable to be taken of ConocoPhillips Company, Phillips 66 Company or any other Subsidiary of ConocoPhillips, as which case may be, to effectuate the transactions contemplated by is Agreement, the Separate and Distribution Agreement and the other Ancillary Agreements.

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IN WITNESS WHEREOF, the celebration have caused those Indemnification and Released Agreement on be executed due their duly sanctioned representatives.

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Reference:
Security Exchange Commission - Edgar Database, EX-10.1 3 d341683dex101.htm INDEMNITIES AND RELEASE DISCUSSION, Viewed November 11, 2021, View Source on SEC.