Strategic Customer Relationship Agreement

EXHIBIT 10.12 Strategic Customer Relationship Agreement This Strategic Customer Relationship Agreement (this " Agreement" ) is dated effective the 14th day of October, 2004 (the " Effective Date" ), and is entered into by and among Complete Energy Services, Inc., a Delaware corporation (" Complete Energy" ), CES Mid-Continent Hamm, Inc. (together with its subsidiaries, " Mid-Continent Hamm" ) and Continental Resources, Inc., an Oklahoma corporation (" Continental" ). Mid-Continent Hamm and Continental are sometimes individually referred to as a " Party" and are sometimes referred to collectively as the " Parties" . Complete Energy is a party to this Agreement only with respect to Section 11 hereof. WHEREAS, pursuant to that certain Stock Acquisition Agreement (the " Stock Acquisition Agreement" ) dated October 14, 2004, by and among Hamm Co., Stride Well Service, Inc., Hamm & Phillips Service Company, Guard, Inc., Rigmovers, Inc., Environmental Technicians of Oklahoma, LLC, Rental Tools, Inc., Oil Tool Rentals, Inc., (collectively, the " Seller Entities" ), Harold Hamm, Ronald L. Boyd, Virgil Row, Complete Energy and Mid-Continent Hamm, Mid-Continent Hamm indirectly acquired certain assets of the Seller Entities; WHEREAS, prior to the execution of the Stock Acquisition Agreement, the Seller Entities provided certain oil field related services to Continental and its subsidiaries in various areas on a preferential basis; and WHEREAS, Continental and Mid-Continent Hamm desire to continue the mutually beneficial supplier/customer relationship, on the terms set forth in this Agreement; NOW THEREFORE, in return for valuable consideration and the mutual covenants set forth herein, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. Preferred Customer Status Mid-Continent Hamm will use commercially reasonable efforts to provide Continental, as a preferred customer of Mid-Continent Hamm, with Priority Access to any services or supplies that Mid-Continent Hamm provides to its customers at competitive, market prices and under the terms of Mid-Continent Hamm' s standard agreements (or such other terms as the Parties may mutually establish). " Priority Access" means that Mid-Continent Hamm will provide services and supplies as from time to time requested by Continental on a timely basis within the time frame specified by Continental at competitive market prices; provided, however, if Mid-Continent Hamm does not have any available capacity to provide the requested services and supplies on a timely basis, Mid-Continent Hamm will respond to Continental' s request and will indicate when such capacity is expected to become available for Continental. In this regard, Mid-Continent Hamm shall provide such requested supplies and services to Continental as soon as practicable, and ahead of and before any such supplies and services would Strategic Customer Relationship Agreement Page 1 of 7


otherwise be provided by Mid-Continent Hamm to any other customer who, at the time of Continental' s request, is not then being provided with such supplies and services pursuant to a binding agreement for such with Mid-Continent Hamm. Mid-Continent Hamm will not provide any services or supplies under this Agreement. Rather all services and supplies will be provided pursuant to separate service or supply agreements, and the terms and conditions of those separate agreements shall control the provision of those services and supplies. Further, Mid-Continent Hamm may, from time to time, revise both the services and supplies that it sells and/or where its sells those services and supplies. Nothing in this Agreement is intended to require Mid-Continent Hamm to provide services or supplies in any particular geographic region or to hold capacity idle for Continental' s potential use. Continental recognizes that Mid-Continent Hamm may reduce or eliminate services in any geographic market from time to time. 2. Continental' s Preferential Utilization of Services to be Supplied by Mid-Continent Hamm In exchange for its preferred customer status and during the term of this Agreement, Continental will use commercially reasonable efforts to provide Mid-Continent Hamm with the first right to provide any services or supplies required in Continental' s operations so long as such services or supplies can be supplied by Mid-Continent Hamm on a timely basis and at competitive market prices. If Mid-Continent Hamm is not able to provide the requested services or supplies within the time frame required by Continental, or if Mid-Continent Hamm' s prices are not competitive, then Continental may obtain the requested services from any other provider, other than its affiliates, subsidiaries, or related entities. 3. Continental' s Right to Enter into a L ...