001-32490
|
87-0400335
|
(Commission File
Number)
|
(IRS Employer Identification
No.)
|
¨
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
¨
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
¨
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
¨
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
·
|
Day
rate for a semi submersible drilling rig below
$450,000/day
|
·
|
Total
mobilization/demobilization fees below $10 Million per
rig
|
·
|
Helicopter
fees below $25,000/day exclusive of actual flying
time
|
·
|
Total
helicopter mobilization/demobilization fees below
$100,000
|
·
|
Work
boat fees per boat under
$50,000/day
|
·
|
Total
work boat mobilization/demobilization fees below $400,000 per
boat
|
Exhibit No. | Description | |
|
Exhibit
10.1
|
Contract
Number: AGR/C105/10 between SCS Corporation and AGR Peak Well
Management Limited for Provision of Well Construction Management Services,
including LOGIC General Conditions as Appendix
I
|
HYPERDYNAMICS
CORPORATION
|
||
Date:
December 06,
2010
|
By:
|
/s/ Ray Leonard
|
Name:
|
Ray
Leonard
|
|
Title:
|
Chief
Executive Officer and President
|
|
Exhibit No. | Description | |
|
Exhibit
10.1
|
Contract
Number: AGR/C105/10 between SCS Corporation and AGR Peak Well
Management Limited for Provision of Well Construction Management Services,
including LOGIC General Conditions as Appendix
I
|
|
|
|
CONTRACT
NUMBER: AGR/C*/10
between
SCS
CORPORATION
and
AGR
PEAK WELL MANAGEMENT LIMITED
for
PROVISION
OF WELL CONSTRUCTION
PROJECT
MANAGEMENT SERVICES
|
Date:
November 24, 2010
|
|
SECTION
I
|
FORM
OF AGREEMENT
|
|
SECTION
II
|
GENERAL
AND SPECIAL CONDITIONS OF CONTRACT
|
|
SECTION
III
|
REMUNERATION
|
|
SECTION
IV
|
SCOPE
OF WORK
|
|
SECTION
V
|
HEALTH
SAFETY AND ENVIRONMENT
|
|
SECTION
VI
|
ADMINISTRATION
INSTRUCTIONS
|
|
APPENDIX
A
|
STANDARD
GENERAL CONDITIONS OF CONTRACT FOR WELL SERVICES
|
|
APPENDIX
B
|
HYDROCARBON
PRODUCTION SHARING CONTRACT, WITH AMENDMENT NO. 1
|
|
APPENDIX
C
|
OPERATING
AGREEMENT DATED JANUARY 28,
2010
|
|
|
|
CONTRACT
NUMBER: AGR/C*/10
between
SCS
CORPORATION
and
AGR
PEAK WELL MANAGEMENT LIMITED
for
PROVISION
OF WELL CONSTRUCTION
PROJECT
MANAGEMENT SERVICES
|
Date:
November 24, 2010
|
|
1)
|
the
COMPANY wishes that certain WORK shall be carried out, all as described in
the CONTRACT; and
|
2)
|
the
CONTRACTOR wishes to carry out the WORK in accordance with the terms of
this CONTRACT.
|
1)
|
In
this CONTRACT all capitalized words and expressions shall have the
meanings assigned to them in this FORM OF AGREEMENT or elsewhere in the
CONTRACT.
|
2)
|
The
following Sections shall be deemed to form and be read and construed as
part of the CONTRACT:
|
|
|
|
CONTRACT
NUMBER: AGR/C*/10
between
SCS
CORPORATION
and
AGR
PEAK WELL MANAGEMENT LIMITED
for
PROVISION
OF WELL CONSTRUCTION
PROJECT
MANAGEMENT SERVICES
|
Date:
November 24, 2010
|
|
3)
|
In
accordance with the terms and conditions of the CONTRACT, the CONTRACTOR
shall perform and complete the WORK and the COMPANY shall pay the CONTRACT
PRICE.
|
4)
|
The
terms and conditions of the CONTRACT shall apply from the date specified
in Appendix 1 to this Section I – Form of Agreement which date shall be
the EFFECTIVE DATE OF COMMENCEMENT OF THE
CONTRACT.
|
5)
|
The
duration of the CONTRACT shall be set out in Appendix 1 to this Section I
– Form of Agreement.
|
6)
|
With
regard to the sub-contracted elements of this CONTRACT, the parties hereby
agree that the philosophy and/or intent of this CONTRACT is one of pass
through, whereby the obligations and responsibilities of CONTRACTOR within
its SUB- CONTRACTS shall pass through to COMPANY in accordance with the
terms of the SUB-CONTRACTS and this
CONTRACT.
|
|
|
|
CONTRACT
NUMBER: AGR/C*/10
between
SCS
CORPORATION
and
AGR
PEAK WELL MANAGEMENT LIMITED
for
PROVISION
OF WELL CONSTRUCTION
PROJECT
MANAGEMENT SERVICES
|
Date:
November 24, 2010
|
|
For
and on Behalf of:
|
For
and on Behalf of:
|
AGR
PEAK WELL MANAGEMENT LIMITED
|
SCS
CORPORATION
|
Signature:
|
Signature:
|
/s/
I. Burdis
|
/s/
Ray Leonard
|
Name:
Mr I. Burdis
|
Name:
Ray Leonard
|
Title:
VP Well Mangement
|
Title:
Chief Executive Officer
|
Date:
November 30, 2010
|
Date:
November 29, 2010
|
|
|
|
CONTRACT
NUMBER: AGR/C*/10
between
SCS
CORPORATION
and
AGR
PEAK WELL MANAGEMENT LIMITED
for
PROVISION
OF WELL CONSTRUCTION
PROJECT
MANAGEMENT SERVICES
|
Date:
November 24, 2010
|
|
Clause
4
|
The
EFFECTIVE DATE OF COMMENCEMENT OF THE CONTRACT is 24 NOVEMBER
2010.
|
Clause
5
|
The
duration of the CONTRACT shall, subject to Clause 23 of the General
Conditions, be from the EFFECTIVE DATE OF COMMENCEMENT OF THE CONTRACT
thereafter. Rates contained herein shall be subject to review
and agreement between the parties on the 14
th
October 2011 and shall be reviewed and amended as necessary by agreement
between the parties, to cover any additional WORK and rate movements as
may be required.
|
Clause
3.1(a)
|
The
COMPANY REPRESENTATIVE is:
|
Michael
Palmer
|
|
The
CONTRACTOR REPRESENTATIVE is:
|
|
Mr
I. Burdis – VP Well Management
|
|
Clause
4.5(b)
|
Materials
and Equipment with no implied warranties etc. - TBA
|
Clause
5.1
|
The
COMPANY designated heliport is: TBA as agreed between the COMPANY and the
CONTRACTOR
|
The
COMPANY designated supply base is: TBA as agreed between the COMPANY and
the CONTRACTOR
|
|
Clause
10.1
|
The
defects notification periods are:
|
Seven
(7) days from completion of the element of the WORK defectively performed
but in any event at least twenty four (24) hours prior to rig departure
from the WELLSITE.
|
|
Clause
10.2
|
Limit
of liability for defective WORK is: One million pounds sterling
(£1,000,000)
|
|
|
|
CONTRACT
NUMBER: AGR/C*/10
between
SCS
CORPORATION
and
AGR
PEAK WELL MANAGEMENT LIMITED
for
PROVISION
OF WELL CONSTRUCTION
PROJECT
MANAGEMENT SERVICES
|
Date:
November 24, 2010
|
|
|
|
|
CONTRACT
NUMBER: AGR/C*/10
between
SCS
CORPORATION
and
AGR
PEAK WELL MANAGEMENT LIMITED
for
PROVISION
OF WELL CONSTRUCTION
PROJECT
MANAGEMENT SERVICES
|
Date:
November 24, 2010
|
|
|
|
|
CONTRACT
NUMBER: AGR/C*/10
between
SCS
CORPORATION
and
AGR
PEAK WELL MANAGEMENT LIMITED
for
PROVISION
OF WELL CONSTRUCTION
PROJECT
MANAGEMENT SERVICES
|
Date:
November 24, 2010
|
|
|
|
|
CONTRACT
NUMBER: AGR/C*/10
between
SCS
CORPORATION
and
AGR
PEAK WELL MANAGEMENT LIMITED
for
PROVISION
OF WELL CONSTRUCTION
PROJECT
MANAGEMENT SERVICES
|
Date:
November 24, 2010
|
|
1.
|
The
following definitions shall be added to the Clause
1:
|
|
1.15
|
“GOVERNMENT”
means the government of the Republic of Guinea and any political
subdivision, agency or instrumentality thereof, including the Ministry,
Minister and Government Oil & Gas
Company.
|
|
1.16
|
“GOVERNMENT
OIL & GAS COMPANY” means the oil and gas company formed by the
Republic of Guinea for the purposes of the Contract under whatever name is
eventually given to the company.
|
|
1.17
|
“JOINT
OPERATING AGREEMENT” or “JOA” means the Operating Agreement dated January
28, 2010, between SCS and Dana Petroleum (E&P) Limited covering the
PSC, attached as Appendix C, as subsequently
amended.
|
|
1.18
|
“MINISTRY’
means the Ministry of Mines, Energy and Hydraulics of the Republic of
Guinea. “MINISTER” means the Minister of the
Ministry.
|
|
1.19
|
“PRODUCTION
SHARING CONTRACT” or “PSC” means the
Hydrocarbon Production Sharing
Contract
dated September 22, 2006 and amended May 10, 2010 and as
subsequently amended between SCS and the
Government.
|
|
|
|
CONTRACT
NUMBER: AGR/C*/10
between
SCS
CORPORATION
and
AGR
PEAK WELL MANAGEMENT LIMITED
for
PROVISION
OF WELL CONSTRUCTION
PROJECT
MANAGEMENT SERVICES
|
Date:
November 24, 2010
|
|
|
1.20
|
“WILFUL
MISCONDUCT” means an intentional, conscious or reckless disregard of good
and prudent oil and gas field practice or of any of the terms of this
CONTRACT in disregard of avoidable and harmful consequences but shall not
include any act, omission, error of judgement or mistake made in good
faith in the exercise of any function, authority or discretion vested in
or exercisable by CONTRACTOR and which in the exercise of such good faith
is justifiable by special circumstances including safeguarding of life,
property or the environment and other
emergencies.
|
2.
|
At
the start of Clause 4.1 add the
following:
|
3.
|
At
the start of the second sentence of Clause 8.2 (a) add the following:
-
|
4.
|
After
the word “shall” in line two of Clause 8.2 (b) add the
following:
|
5.
|
Delete
paragraph one of Clause 14.3 and
substitute:
|
6.
|
In
the event of “Neutral Funding”:
|
|
|
|
CONTRACT
NUMBER: AGR/C*/10
between
SCS
CORPORATION
and
AGR
PEAK WELL MANAGEMENT LIMITED
for
PROVISION
OF WELL CONSTRUCTION
PROJECT
MANAGEMENT SERVICES
|
Date:
November 24, 2010
|
|
7.
|
Add
new sub-clause 10.7 as follows:
|
8.
|
Add
new Clause 31 – NON SOLICITATION OF CONTRACTOR EMPLOYEES AND
CONSULTANTS
|
9.
|
COMPANY
hereby agrees to indemnify, defend and hold harmless CONTRACTOR from and
against any and all claims arising out of the performance of any of the
third party supplier and contractor agreements entered into by CONTRACTOR
for and on behalf of COMPANY except to the extent that such claim arises
as a result of the WILFUL MISCONDUCT of
CONTRACTOR.
|
10.
|
Early
Termination Compensation:
|
|
8.1
|
Notwithstanding
the provisions of Clause 23, Termination of the General Conditions of
Contract, in the event that COMPANY elects to terminate CONTRACT Number:
AGR/C105/10 for whatsoever reason, COMPANY shall be responsible for and
shall save, indemnify, defend and hold harmless CONTRACTOR from and
against all claims, losses, damages, costs (including legal costs),
expenses and liabilities arising out of such termination. Also in the
event of termination, COMPANY agrees to enter into agreements whereby
CONTRACTOR’S rights and obligations, under the various contracts
CONTRACTOR has entered into for and on behalf of COMPANY to perform the
services hereunder, are assigned to
COMPANY.
|
|
8.2
|
In
the event the Contract is terminated by COMPANY, CONTRACTOR will invoice
for services carried out to that date and for any commitments made on
behalf of COMPANY, including termination fees. Should a lump
sum charge be applicable for the services being undertaken at CONTRACT
cancellation, CONTRACTOR will invoice the full lump
sum.
|
|
|
|
CONTRACT
NUMBER: AGR/C*/10
between
SCS
CORPORATION
and
AGR
PEAK WELL MANAGEMENT LIMITED
for
PROVISION
OF WELL CONSTRUCTION
PROJECT
MANAGEMENT SERVICES
|
Date:
November 24, 2010
|
|
|
8.3
|
In
the event of termination for convenience by COMPANY (i.e. termination
without cause) and COMPANY enters into direct contracts for the Drilling
Rig, Vessels and Third Party Services previously held by CONTRACTOR, then
COMPANY shall reimburse CONTRACTOR a cancellation fee in the
amount of USD$ 500,000 (five hundred thousand United States Dollars)
based upon CONTRACTOR’s exposure in terms of personnel standby
costs, unearned income/profit, administration and management charges. For
the sake of good order, the aforementioned cancellation fee shall not be
payable by COMPANY to CONTRACTOR in the event of termination of the
CONTRACT prior to a commitment having been made to a drilling
rig.
|
|
8.4
|
In
the event that the full scope of work, as contemplated under this
CONTRACT, is not subsequently required to be carried out by CONTRACTOR,
then COMPANY and CONTRACTOR shall meet and agree fair and reasonable
compensation in respect of CONTRACTOR’s time and effort expended during
front end activities, that would normally have been recovered under the
later operational recovery
mechanism.
|
11.
|
The
CONTRACT between the drilling rig contractor and CONTRACTOR will reflect
that COMPANY are deemed to be part of the company group i.e. part of the
CONTRACTOR Group
|
12.
|
CONTRACTOR
shall be named as an additional assured on COMPANY’s insurance policies or
COMPANY’s guarantor’s insurance policy, in respect of the obligations
entered into with third party suppliers and contractors for and on behalf
of COMPANY, wherein COMPANY’s insurers and underwriters or COMPANY’s
guarantor’s and underwriters, waive all rights of subrogation against
CONTRACTOR.
|
13.
|
In
the event that CONTRACTOR is required, as a result of its tendering and/or
negotiating exercise to place sub-contracted services for COMPANY, to raise
Letters of Credit in favour of certain sub-contractors in order to secure
the provision of such services for and on behalf of COMPANY, then COMPANY
shall reimburse CONTRACTOR any additional costs so incurred. Reimbursement
of any additional costs shall be against fully documented CONTRACTOR
sub-contractor requirements and subsequent CONTRACTOR Bank
Charges.
|
14.
|
COMPANY
hereby agrees that as an integral part of the contract between the
Parties, COMPANY shall arrange, from a bank satisfactory to CONTRACTOR and
COMPANY, for an Irrevocable Standby Letter of Credit (ISLOC) in favour of
CONTRACTOR in the amount of the total estimated value of the CONTRACT.
Such Letter of Credit shall facilitate partial draw down and be in place
for the duration of the CONTRACT including subsequent finalisation of
invoice payment. The ISLOC will require to be put in place by COMPANY in
favour of CONTRACTOR, in a timely manner in order to satisfy payment dates
identified in a CONTRACTOR generated commitment schedule that will reflect
the total forecasted phased value of this CONTRACT. It is envisaged that
a one or more ISLOC(s) will be put in place and topped up
accordingly, so as to meet the milestone deadlines that will facilitate
timely payments in accordance with the commitment
schedule.
|
|
|
|
CONTRACT
NUMBER: AGR/C*/10
between
SCS
CORPORATION
and
AGR
PEAK WELL MANAGEMENT LIMITED
for
PROVISION
OF WELL CONSTRUCTION
PROJECT
MANAGEMENT SERVICES
|
Date:
November 24, 2010
|
|
15.
|
For
the sake of good order, CONTRACTOR confirms that in respect of the
commitments made to third party suppliers and contractors on COMPANY’s
behalf, that result in a differential between CONTRACTOR and its
SUBCONTRACTORS, and the terms of the CONTACT between CONTRACTOR and
COMPANY e.g. where lost-in-hole depreciation, limits of liability, late
payment interest rate percentage charges, latest time for receipt of
invoices, equipment loss or damage during transportation, etc. etc. are
not replicated in CONTRACTOR’s SUB-CONTRACTS, then COMPANY shall be
responsible for and shall save, indemnify, defend and hold harmless
CONTRACTOR from and against all claims, losses, damages, costs (including
legal costs), expenses and liabilities arising out of any such
disparity.
|
16.
|
COMPANY
shall be responsible for and undertakes that, all regulatory &
statutory requirements/approvals for the WORK will be (or have been)
implemented prior to the rig’s arrival and that COMPANY will be liable for
and will indemnify, defend and hold CONTRACTOR harmless from and against
any and all claims arising due to delays in the execution of the WORK
and/or the offshore rig program, as a result of any regulatory/statutory
omission/non-compliance.
|
17.
|
After
the word "COMPANY" in line 10 of Clause 20.1 insert the word
"GROUP".
|
18.
|
All
rates and charges quoted in this CONTRACT, unless otherwise stated, are
exclusive of the following Guinean
Taxes:-
|
|
Ø
|
Value
Added Tax;
|
|
Ø
|
Any
withholding tax;
|
|
Ø
|
Any
tax, including local taxes, applicable in the jurisdiction of
operation;
|
|
Ø
|
Any
import/export charges, fees or
dues;
|
19.
|
Clause
15 is hereby supplemented by adding a new Clause 15.8 which reads as
follows:
|
|
15.8
|
Notwithstanding
anything in this CONTRACT to the contrary, COMPANY shall not be obligated
to pay for the CONTRACTOR’s or any SUBCONTRACTOR’s income taxes or
franchise taxes levied by any applicable governmental authority on income
derived from this or related to this CONTRACT or
otherwise.
|
|
|
|
CONTRACT
NUMBER: AGR/C*/10
between
SCS
CORPORATION
and
AGR
PEAK WELL MANAGEMENT LIMITED
for
PROVISION
OF WELL CONSTRUCTION
PROJECT
MANAGEMENT SERVICES
|
Date:
November 24, 2010
|
|
20.
|
CONTRACTOR
shall comply with the requirements of any government having jurisdiction
over the WORK, and of the government having jurisdiction over the PSC, in
relation to the contracting or supply of goods or services and the COMPANY
shall reimburse the CONTRACTOR for any additional costs incurred related
thereto.
|
21.
|
Throughout
this agreement, unless made necessary by the particular usage or purpose
in any provision, the term “United Kingdom” shall be replaced by the
“Republic of Guinea.
|
22.
|
At
the start of Clause 17.1 add the
following:
|
23.
|
Add
a new Clause 4.14 that states:
|
|
|
|
CONTRACT
NUMBER: AGR/C*/10
between
SCS
CORPORATION
and
AGR
PEAK WELL MANAGEMENT LIMITED
for
PROVISION
OF WELL CONSTRUCTION
PROJECT
MANAGEMENT SERVICES
|
Date:
November 24, 2010
|
|
1.
|
Project
Management
|
|
·
|
Time,
as required, for the Project prior to operations covering the scope of
work described herein.
|
|
·
|
Additional
tasks required to be delivered by the Project Manager as requested by
Hyperdynamics will be charged on a day rate
basis.
|
|
·
|
Use
of all AGR;s corporate engineering and project management software
(P1
TM
, Eikos, Casing
Seat, Stress Check, Well Plan Hydraulics, Well Plan Torque and Drag, Well
Plan Drill Ahead, West, Navision, Cost
Management).
|
|
·
|
Development
of the Contract Management Plan.
|
|
·
|
In
addition, a number of Contactor’s personnel shall be kept fully informed
with regard to the project, in order that they can provide additional
support and cover for personnel within the project team if
required.
|
DESCRIPTION
|
RATE USD
|
INVOICED
|
||
Project
Management
|
14,400/month
|
Monthly
|
||
Use of Proprietary
software See Note 4
|
1,600/month
|
Monthly
|
1)
|
Exclusive
of travel and subsistence where
required.
|
|
2)
|
Monthly
Project Management fee shall apply at the commencement of the project
planning phase until two (2) months following completion of operation to
allow for close out of the project.
|
|
|
|
CONTRACT
NUMBER: AGR/C*/10
between
SCS
CORPORATION
and
AGR
PEAK WELL MANAGEMENT LIMITED
for
PROVISION
OF WELL CONSTRUCTION
PROJECT
MANAGEMENT SERVICES
|
Date:
November 24, 2010
|
|
|
3)
|
Monthly
Project Management fee will only be invoiced and payable when work is
actively being undertaken on behalf of
COMPANY.
|
4)
|
As
an option, CONTRACTOR is able to offer use by COMPANY, for the duration of
this well project, the proprietary P1™ probabilistic well time and cost
estimation and risk management software plus training for two COMPANY
personnel. CONTRACTOR’s engineers will construct the base model from the
well design and hold the controlled copy of the model and the associated
cost estimates and AFEs. This will allow COMPANY to use the base model to
carry out scenario planning and sensitivity analysis by changing the
variables in the model without having to resort to CONTRACTOR engineering
resources
|
2.
|
Fisheries
and Marine Mammal Protection
|
3.
|
Well
Planning
|
|
|
|
CONTRACT
NUMBER: AGR/C*/10
between
SCS
CORPORATION
and
AGR
PEAK WELL MANAGEMENT LIMITED
for
PROVISION
OF WELL CONSTRUCTION
PROJECT
MANAGEMENT SERVICES
|
Date:
November 24, 2010
|
|
DESCRIPTION
|
COST
US$
|
COMMENTS
|
||
Assistance
with the Regulatory Permitting
|
40,000/well
|
As
per Clause 1 of Section IV
|
||
Environmental
Impact Assessment and Oil Pollution Emergency
Plan
|
Third
Party Outsourced
|
As
per Note 6) below
|
||
HSEQ
Management System and Emergency Response
System
|
52,800
|
One
off charge per program - see notes below
|
||
Logistics
and Procurement Strategy Development
|
16,000
|
|||
Site
Survey Co-Ordination
|
16,240
|
Per
well if required
|
||
Geo
Technical Survey Management
|
16,240
|
Per
well if required
|
||
Rig
contracting
|
See
Item 10 of
Section
III
|
|||
Services
contracting
|
See
Item 10 of
Section
III
|
|||
Logistics
Base Study
|
|
Day
Rate Based (See Item 10 of Section III)
|
|
In-country
fact finding trip and discussions with local legislators, vendors,
suppliers and ER
support
|
|
|
|
CONTRACT
NUMBER: AGR/C*/10
between
SCS
CORPORATION
and
AGR
PEAK WELL MANAGEMENT LIMITED
for
PROVISION
OF WELL CONSTRUCTION
PROJECT
MANAGEMENT SERVICES
|
Date:
November 24, 2010
|
|
DESCRIPTION
|
COST
US$
|
COMMENTS
|
||
Setting
Up Logistics Base
|
736,000
|
Includes
set up of all necessary local infrastructure and shipping and receipt of
materials. This fee covers CONTRACTOR manpower costs. It does not cover
any third party services, hardware or materials required to put a base in
place. USD$400,000 has been budgeted for contracting and implementing
local services.
|
||
Project
Scoping
|
11,300
|
Initial
Scoping and option screening phase for the project. Well objectives and
functionality are defined. Per Well
|
||
Initial
Well planning phase for the first well. This will be reduced by 55% for
subsequent, analogous wells.
|
112,000
|
Per
vertical, up to 30 degree inclination normally pressured and temperature
(Non HPHT) WELL.
See
note 2 below.
|
||
Initial
Well Test Planning Phase (Standard)
|
72,000
|
Per
generic single zone tested. See notes
below
|
||
Additional
Test Zone
|
25%
Uplift shall be applied to the
Initial
and Detailed Well and Well Test Lump Sum.
|
|
|
|
CONTRACT
NUMBER: AGR/C*/10
between
SCS
CORPORATION
and
AGR
PEAK WELL MANAGEMENT LIMITED
for
PROVISION
OF WELL CONSTRUCTION
PROJECT
MANAGEMENT SERVICES
|
Date:
November 24, 2010
|
|
Detailed
Well Design Phase (Drilling) for the first well. This will be reduced by
30% for subsequent, analogous wells.
|
120,000
|
Per
vertical, up to 30 degree inclination normally pressured and temperature
(Non HPHT) WELL. See notes below.
|
||
Detailed
Well Test
Design
Phase for the first well
|
Standard
104,000
|
Per
generic single zone tested. See notes
below
|
||
Detailed
Well Test Design Phase for subsequent analogous
wells
|
48,000
|
|||
Additional
Test Zone
|
25%
Uplift shall be applied to the Initial and Detailed Well and Well Test
Lump Sum.
|
|||
Sidetracks
|
30%
Uplift shall be applied to the
Initial
Well, Detailed Well and Well Test Lump
Sum.
|
|||
Operations
Preparation
|
104,000
|
Rig
move preparation, logistics plan, pre-spud. One off
charge.
See
notes below.
|
||
Operations
close out at the end of the multi well program. One off
charge.
|
See
Item 5 of Section III
|
Rig
move demobilization preparation, logistics plan for
rental
equipment return (assumes base is moth-balled & not fully
decommissioned).
|
||
Specialist
Third Party Studies
|
See
Note 6) below.
|
Examples
of such studies are as follows, but not limited
to,
1)
Riser
analysis
2)
Current
Study
3)
Casing
Design
4)
Well
head Study
|
||
Security
|
|
Third
party Security Advisor will be utilized. See Item 4 of Section
III
|
|
Any
additional work required
by
CONTRACTOR personnel will be charged on a day rate
basis
|
|
|
|
CONTRACT
NUMBER: AGR/C*/10
between
SCS
CORPORATION
and
AGR
PEAK WELL MANAGEMENT LIMITED
for
PROVISION
OF WELL CONSTRUCTION
PROJECT
MANAGEMENT SERVICES
|
Date:
November 24, 2010
|
|
|
1)
|
Exclusive
of travel and subsistence where
required.
|
|
2)
|
Initial
well planning fee to be adjusted dependent upon the level of detail
already carried out by
COMPANY.
|
|
3)
|
Standard
test type - single zone test, Wellhead Pressure < 5000psi, Gas clean
up completion wells and sweet
wells.
|
|
4)
|
Difficult
test type - High flow rate (Gas rate > 30 MMscf/d or Oil rate >7,000
bbls/d), 5000 psi <Wellhead Pressure <8000psi, High H2S,
Stimulation, Multi Zone DST, Underbalanced annulus well
tests.
|
|
5)
|
Complex
test type - High pressure / High temperature, Heavy Oil, Gravel Pack, Deep
Water.
|
|
6)
|
Any
specialist third party services for studies, analysis, products or
specialist consultation shall be charged at a cost plus
10%.
|
|
7)
|
All
rates quoted in this CONTRACT are exclusive of local value added tax,
local taxes and/or withholding taxes unless where
stated.
|
|
8)
|
Any
approved cost for travel and subsistence on COMPANY approved business
shall be recharged at cost, including any travel to and from the heliport
supporting the rig
operations.
|
4.
|
Rig
and Service Contracting
|
|
·
|
Mobile
Drilling Rig;
|
|
·
|
In
country (Guinea) contracts e.g.
shorebase;
|
|
|
|
CONTRACT
NUMBER: AGR/C*/10
between
SCS
CORPORATION
and
AGR
PEAK WELL MANAGEMENT LIMITED
for
PROVISION
OF WELL CONSTRUCTION
PROJECT
MANAGEMENT SERVICES
|
Date:
November 24, 2010
|
|
E
X
PENDITURE
VA
L
UE
|
UP TO
$1MILLION
|
$1 MILLION -
$3 MILLION
|
AB
O
V
E
$3
MILLION
|
|||||||||
Administration
Charge – Neutral Funding
|
2.5 | % | 2.0 | % | 1.25 | % |
5.
|
Operations
Wrap-up
|
DESCRIPTION
|
RATE
USD
|
INVOICED
|
||
Wrap-up
dry hole
|
$130,133
per well
|
Wrap-up
activities include logistics base shut-down, processing of final services
invoices and final drilling/testing related well operations reporting,
cost and equipment reconciliation. This includes the rig move
demobilization preparation and a logistics plan for rental equipment
return.
|
||
Wrap-up
tested
|
$143,147
per well
|
|||
Wrap-up
completed
|
|
$157,461
per well
|
|
1)
|
All
rates exclusive of travel and subsistence where
required.
|
2)
|
Above
wrap up lump sums are based upon execution of a 3 well programme. In the
event there are only 2 wells then CONTRACTOR reserves the right to invoice
an additional lump sum of USD
$34,000.
|
|
|
|
CONTRACT
NUMBER: AGR/C*/10
between
SCS
CORPORATION
and
AGR
PEAK WELL MANAGEMENT LIMITED
for
PROVISION
OF WELL CONSTRUCTION
PROJECT
MANAGEMENT SERVICES
|
Date:
November 24, 2010
|
|
6.
|
Performance
Based Incentives
|
|
-
|
A
day rate for a semi submersible drilling rig below $450,000 per
day.
|
|
-
|
Total
mobilization/demobilization fees below $10 million per drilling
rig
|
|
-
|
Helicopter
fees below $25,000 per day exclusive of actual flying
time.
|
|
-
|
Total
helicopter mobilization/demobilization fees below
$100,000.
|
|
-
|
Work
boat fees per boat under $50,000 per day.
|
|
-
|
Total
work boat mobilization/demobilization fees
below $400,000 for each work
boat
|
|
-
|
COMPANY
incentive day
rate:
$450,000
|
|
-
|
CONTRACTOR
negotiated day rate:
$400,000
|
|
-
|
Gross
Savings to
COMPANY:
$ 50,000
|
|
-
|
CONTRACTOR
Incentive
(10%) $ 5,000
per day
|
7.
|
Travel
Expenses
|
8.
|
Timesheets
|
9.
|
Taxes
|
|
|
|
CONTRACT
NUMBER: AGR/C*/10
between
SCS
CORPORATION
and
AGR
PEAK WELL MANAGEMENT LIMITED
for
PROVISION
OF WELL CONSTRUCTION
PROJECT
MANAGEMENT SERVICES
|
Date:
November 24, 2010
|
|
10.
|
Day
Rates
|
DAY RATE (USD)
|
||||||||||||
Discipline
|
Onshore
(UK)
|
Offshore
(Guinea)
|
Onshore
(Guinea)
|
|||||||||
Operations
Manager
|
$ | 2,080 | $ | 2,240 | $ | 2,240 | ||||||
Well
Test Engineer
|
$ | 1,600 | $ | 1,680 | $ | 1,680 | ||||||
Completions
Engineer
|
$ | 1,440 | $ | 1,600 | $ | 1,600 | ||||||
Offshore
Materials Manager
|
n/a | $ | 1,040 | $ | 1,040 | |||||||
Well
Site Geologist
|
n/a | $ | 1,440 | $ | 1,440 | |||||||
Project
Manager
|
$ | 2,080 | $ | 2,240 | $ | 2,240 | ||||||
Drilling
Superintendent
|
$ | 1,920 | $ | 2,463 | $ | 2,463 | ||||||
Logistics
Superintendent
|
$ | 1,040 | $ | 1,312 | $ | 1,312 | ||||||
Well
Team Leader
|
$ | 1,920 | $ | 2,463 | $ | 2,463 | ||||||
Senior
Drilling Engineer
|
$ | 1,600 | $ | 1,848 | $ | 1,848 | ||||||
Operations
Drilling Engineer
|
$ | 1,200 | $ | 1,440 | $ | 1,440 | ||||||
Senior
Test Engineer (PE)
|
$ | 1,760 | $ | 1,920 | $ | 1,920 | ||||||
Day
Drilling Supervisor
|
n/a | $ | 2,560 | $ | 2,560 | |||||||
Night
Drilling Supervisor
|
n/a | $ | 2,080 | $ | 2,080 | |||||||
Operations
Accountant
|
$ | 720 | $ | 800 | $ | 800 | ||||||
Technical
Assistant
|
$ | 480 | $ | 538 | $ | 538 | ||||||
HSEQ
Engineer
|
$ | 1,120 | $ | 1,280 | $ | 1,280 | ||||||
Contracts
Manager
|
$ | 1,392 | n/a | n/a | ||||||||
Completions
Engineer
|
$ | 1,600 | $ | 1,760 | $ | 1,760 | ||||||
Subsea
Engineer
|
$ | 1,600 | $ | 1,760 | $ | 1,760 | ||||||
Supply
Base Supervisor / Manager
|
$ | 1,176 | $ | 1,200 | $ | 1,200 | ||||||
Production
Technologist
|
$ | 1,760 | $ | 2,000 | $ | 2,000 | ||||||
Information
& Computer Technology (ICT) Engineer
|
$ | 1,120 | $ | 1,280 | $ | 1,280 |
|
|
|
CONTRACT
NUMBER: AGR/C*/10
between
SCS
CORPORATION
and
AGR
PEAK WELL MANAGEMENT LIMITED
for
PROVISION
OF WELL CONSTRUCTION
PROJECT
MANAGEMENT SERVICES
|
Date:
November 24, 2010
|
|
1)
|
Commences
on the day that the rig is taken on contract for and on behalf of COMPANY
from the previous Operator or stack location for COMPANY and ends on the
day that the rig is released from contract for and on behalf of COMPANY to
the next Operator or stack
location.
|
2)
|
Invoiced
according to timesheets approved by CONTRACTOR Project Manager, or
delegate i.e. Team Leader, including mobilisation and de-mobilisation time
(1+1
days)
.
|
3)
|
All
rates exclusive of travel and subsistence where
required
|
4)
|
Retainer
Rate: If at any time during this project for reasons outwith the control
of CONTRACTOR, CONTRACTOR personnel are not being utilised under this
CONTRACT, and COMPANY requires to retain such personnel, a mutually agreed
Retainer Rate per man per day ($/day) will be applied e.g. if there is a
gap after all the scheduled planning work has been completed and there is
a delay in the rig arrival. CONTRACTOR shall use all reasonable
endeavours to redeploy such
personnel.
|
5)
|
Dayrate
for ICT Engineer excludes any associated equipment and shipping costs
re-chargeable at cost plus
10%.
|
|
|
|
CONTRACT
NUMBER: AGR/C*/10
between
SCS
CORPORATION
and
AGR
PEAK WELL MANAGEMENT LIMITED
for
PROVISION
OF WELL CONSTRUCTION
PROJECT
MANAGEMENT SERVICES
|
Date:
November 24, 2010
|
|
|
·
|
Mobile
Drilling Rig;
|
|
·
|
In
country (Guinea) contracts e.g.
shorebase;
|
1.
|
Republic
of Guinea Representation & Regulatory
Permitting
|
2.
|
Project
Management
|
|
|
|
CONTRACT
NUMBER: AGR/C*/10
between
SCS
CORPORATION
and
AGR
PEAK WELL MANAGEMENT LIMITED
for
PROVISION
OF WELL CONSTRUCTION
PROJECT
MANAGEMENT SERVICES
|
Date:
November 24, 2010
|
|
|
·
|
Mobile
Drilling Rig;
|
|
·
|
In
country (Guinea) contracts e.g.
shorebase;
|
3.
|
HSEQ
Management System and Emergency Response
Procedures
|
4.
|
Site
and Geo Technical Survey Management and
Co-Ordination
|
|
|
|
CONTRACT
NUMBER: AGR/C*/10
between
SCS
CORPORATION
and
AGR
PEAK WELL MANAGEMENT LIMITED
for
PROVISION
OF WELL CONSTRUCTION
PROJECT
MANAGEMENT SERVICES
|
Date:
November 24, 2010
|
|
5.
|
Fisheries and Marine Mammal
Protection
If
COMPANY supplies an experienced fisheries and marine mammal representative
for services in regards to wildlife protection (the “Wildlife
Representative”), CONTRACTOR shall take all actions necessary to
accommodate the Wildlife Representative and to cooperate in the
representative’s performance of such services as may be directed by
COMPANY. COMPANY shall reimburse CONTRACTOR for any additional costs so
incurred.
|
6.
|
Rig
and Service Contracting
|
|
A.
|
COMPANY’s
right to review and approve all contracts and hold in its own name;
CONTRACTOR duty to administer
contracts.
|
|
·
|
Mobile
Drilling Rig;
|
|
·
|
In
country (Guinea) contracts e.g. shorebase support
services;
|
|
B.
|
Contracting
and Contract Management.
|
|
|
|
CONTRACT
NUMBER: AGR/C*/10
between
SCS
CORPORATION
and
AGR
PEAK WELL MANAGEMENT LIMITED
for
PROVISION
OF WELL CONSTRUCTION
PROJECT
MANAGEMENT SERVICES
|
Date:
November 24, 2010
|
|
|
|
|
CONTRACT
NUMBER: AGR/C*/10
between
SCS
CORPORATION
and
AGR
PEAK WELL MANAGEMENT LIMITED
for
PROVISION
OF WELL CONSTRUCTION
PROJECT
MANAGEMENT SERVICES
|
Date:
November 24, 2010
|
|
Ø
|
Preparation
of contracting strategy
|
|
Ø
|
Full
compliance with European Union procurement directives
|
|
Ø
|
Utilisation
o
f
F
i
rst Point Assessment
L
i
mit
e
d
(FPAL)
(1)
|
|
Ø
|
Pre-Qualification
exercises where necessary
|
|
Ø
|
Preparation
of ITT’s
|
|
Ø
|
Evaluation
of all submissions
|
|
Ø
|
Preparation
and execution of contracts
|
|
Ø
|
Technical
and HSEQ audits of contractors
|
|
Ø
|
Operational
management of contracts
|
|
Ø
|
Implementation
of invoice tracking system
|
|
Ø
|
Implementation
of project specific cost control system
|
|
Ø
|
Processing
of invoices
|
|
Ø
|
Payment
of invoices
|
|
Ø
|
Resolution
of disputes
|
7.
|
Contract
Preparation
|
Ø
|
Defined
and prioritised project objectives
|
|
Ø
|
Resource
plan
|
|
Ø
|
Contracting
requirements and supporting contracts
|
|
Ø
|
Review
of client management system
|
|
Ø
|
Preparation
of project specific organigrams
|
|
Ø
|
Preparation
of CMP
|
|
|
|
CONTRACT
NUMBER: AGR/C*/10
between
SCS
CORPORATION
and
AGR
PEAK WELL MANAGEMENT LIMITED
for
PROVISION
OF WELL CONSTRUCTION
PROJECT
MANAGEMENT SERVICES
|
Date:
November 24, 2010
|
|
8.
|
Project
Scoping
|
9.
|
Initial
Well Planning
|
|
Ø
|
Well
Objectives derived from COMPANYs’ Basis for Well Design
|
|
Ø
|
Offset
data review
|
|
Ø
|
Pore
Pressure Fracture Gradient Prognosis (COMPANY provided)
|
|
Ø
|
Preliminary
well design
|
|
Ø
|
Preliminary
casing design. Third Party Specialists will be used for complex
casing design if required.
|
|
Ø
|
Preliminary
drilling fluids programme
|
|
Ø
|
Preliminary
directional and surveying programme
|
|
Ø
|
Preliminary
formation evaluation programme
|
|
Ø
|
Initial
probabilistic well model generated from P1™(10 P1 Model iterations are
included in this phase of planning lump sum)
|
|
Ø
|
Well
cost estimate output in AFE format
|
|
Ø
|
Process
flow maps for all phases of the
operation
|
|
|
|
CONTRACT
NUMBER: AGR/C*/10
between
SCS
CORPORATION
and
AGR
PEAK WELL MANAGEMENT LIMITED
for
PROVISION
OF WELL CONSTRUCTION
PROJECT
MANAGEMENT SERVICES
|
Date:
November 24, 2010
|
|
10.
|
Initial
Well Test Planning (if
required)
|
Ø
|
Well
Test Objectives derived from COMPANY’s Basis for Well Test
Design
|
|
Ø
|
Preliminary well
test design
|
|
Ø
|
Initial
probabilistic well model generated from P1™
|
|
Ø
|
Well
test cost estimate output in AFE format
|
|
Ø
|
Process
flow maps for all phases of the
operation
|
14.
|
Detailed
Well Design
|
|
·
|
Well
Summary
|
|
·
|
Well
Objectives
|
|
·
|
Basic
Well Data
|
|
·
|
Drilling
Time Curve
|
|
·
|
Geological
background (provided by COMPANY)
|
|
·
|
Formation
Evaluation Program (provided by
COMPANY)
|
|
|
|
CONTRACT
NUMBER: AGR/C*/10
between
SCS
CORPORATION
and
AGR
PEAK WELL MANAGEMENT LIMITED
for
PROVISION
OF WELL CONSTRUCTION
PROJECT
MANAGEMENT SERVICES
|
Date:
November 24, 2010
|
|
|
·
|
Detailed
casing design (Third Party contractor may be used depending on well
complexity)
|
|
·
|
Drilling
Procedures (by hole section)
|
|
·
|
Directional
Surveying Summary
|
|
·
|
Mud
Summary program
|
|
·
|
Cement
Summary
|
|
·
|
Bit
and Hydraulics Program
|
|
·
|
Casing
Specification Sheet
|
|
·
|
Offset
Well References
|
|
·
|
Contact
names and addresses
|
15.
|
Detailed
Well Test Design
|
Ø
|
Equipment
Specification
|
|
Ø
|
Artificial
Lift Design
|
|
Ø
|
Well Specific
Procedures
|
|
Ø
|
Offset Well
References
|
|
Ø
|
Equipment Selection
|
|
Ø
|
Detailed Equipment Layouts
|
|
Ø
|
Data Gathering and sampling
requirements
|
|
|
|
CONTRACT
NUMBER: AGR/C*/10
between
SCS
CORPORATION
and
AGR
PEAK WELL MANAGEMENT LIMITED
for
PROVISION
OF WELL CONSTRUCTION
PROJECT
MANAGEMENT SERVICES
|
Date:
November 24, 2010
|
|
18.
|
REPUBLIC
OF GUINEA Representation/Permitting with regard to Environmental
Impact Assessment
|
19.
|
HSE
Management System
|
|
Ø
|
Prepare
the Management System Interface Document (MSID - bridging document) which
will cover, inter alia:-
|
|
o
|
HSE
Management during the various stages of the execution of the WORK;
and
|
|
o
|
Well
Control Contingency Planning;
|
Ø
|
Prepare
the Emergency Response & Security Plan (ERP)
|
|
Ø
|
Rig
audit
|
|
Ø
|
Carry
out an emergency
response exercise.
|
20.
|
Reporting Systems
|
Ø
|
Prepare
and publish key performance indicators
|
|
Ø
|
Prepare
the well site reporting system
|
|
Ø
|
Prepare
the Partners reporting system
|
|
Ø
|
Prepare
loss reporting
|
|
Ø
|
Prepare
cost tracking and reporting
|
|
Ø
|
Arrange
computer facilities
|
|
|
|
CONTRACT
NUMBER: AGR/C*/10
between
SCS
CORPORATION
and
AGR
PEAK WELL MANAGEMENT LIMITED
for
PROVISION
OF WELL CONSTRUCTION
PROJECT
MANAGEMENT SERVICES
|
Date:
November 24, 2010
|
|
21.
|
Operations
Preparation
|
22.
|
Operations
Management
|
|
·
|
Project
Manager
|
|
·
|
Well
team Leader/Drilling Superintendent
|
|
·
|
Senior
Drilling Engineer
|
|
·
|
Operations
Drilling Engineer
|
|
·
|
Materials
and Logistics Superintendent
|
|
·
|
Operations
Accountant
|
|
·
|
Logistics
Base Supervisor
|
|
·
|
Senior
Drilling Supervisor
|
|
·
|
Night
Drilling Supervisor
|
|
·
|
Offshore
Materials Manager
|
|
·
|
HSEQ
Supervisor
|
|
·
|
Wellsite
Geologist
|
|
·
|
Senior
Well Test Engineer(PE)
|
23.
|
Operations
Wrap-up
|
|
|
|
CONTRACT
NUMBER: AGR/C*/10
between
SCS
CORPORATION
and
AGR
PEAK WELL MANAGEMENT LIMITED
for
PROVISION
OF WELL CONSTRUCTION
PROJECT
MANAGEMENT SERVICES
|
Date:
November 24, 2010
|
|
1.
|
MANAGEMENT
OF HEALTH, SAFETY AND ENVIRONMENTAL
PROTECTION
|
1.1
|
Heal
th,
Safe
ty
a
nd
E
n
viro
n
me
nt
al
Po
li
c
ies
|
1.2
|
Compliance
|
1.3
|
Health,
Safety and
Environmental
Procedures
|
Ø
|
Supply
and use of Personal Protective Equipment
|
|
Ø
|
Risk
Assessment
|
|
Ø
|
Medical
/ First Aid Facilities
|
|
Ø
|
Incident Reporting, Investigation and
Analysis
|
|
Ø
|
Emergency
Response
|
|
Ø
|
Safety
Training
|
|
Ø
|
Waste
Management
|
|
|
|
CONTRACT
NUMBER: AGR/C*/10
between
SCS
CORPORATION
and
AGR
PEAK WELL MANAGEMENT LIMITED
for
PROVISION
OF WELL CONSTRUCTION
PROJECT
MANAGEMENT SERVICES
|
Date:
November 24, 2010
|
|
Ø
|
Drug
and Alcohol Policy
|
1.4
|
Environmental
Protection
|
1.5
|
Waste
Dis
p
osal
|
|
|
|
CONTRACT
NUMBER: AGR/C*/10
between
SCS
CORPORATION
and
AGR
PEAK WELL MANAGEMENT LIMITED
for
PROVISION
OF WELL CONSTRUCTION
PROJECT
MANAGEMENT SERVICES
|
Date:
November 24, 2010
|
|
1.
|
CONTRACTOR
will be entitled to invoice COMPANY twice per
month.
|
2.
|
CONTRACTOR
must provide appropriate supporting documentation to
invoices.
|
3.
|
Failure
to follow these instructions will
result in invoices being returned to
CONTRACTOR.
|
¨
|
Now
published under the auspices of
LOGIC
|
Leading
Oil & Gas industry Competitiveness
www.logic-oil.com
|
|
¨
|
•
|
Sustain
UKCS activity : to enable
discoveries
to become economic and thus developed prospects to become economic and
thus drilled field lives to be extended
the
maximisation of economic recovery of
reserves
|
•
|
Increase
export potential and international competitiveness by helping the industry
to embrace new ways of working and contracting, supply chain improvements,
utilisation of innovative technology and industry-wide
cooperation.
|
CONTENTS
|
|
C
ontracts for
the
|
1
|
Offshore Oil and Gas
Industry
|
1
|
LOG
IC
|
1
|
General Conditions of Contract for
Well Services
|
46
|
Part 2 - Guidance
Notes
|
46
|
1.
|
|
1.1
|
"AFFILIATE"
shall mean any subsidiary or parent or holding company of any company or
any other subsidiary of such parent or holding company. For the purpose of
this definition, "subsidiary" and "holding company
11
shall have the meaning assigned to it under Section 736, Companies Act,
1985, as amended by Section 144, Companies Act
1989.
|
|
1.2
|
"COMPANY
GROUP" shall mean the COMPANY, its CO-VENTURERS, its and their respective
AFFILIATES and its and their respective directors, officers and employees
(including agency personnel), but shall not include any member of the
CONTRACTOR GROUP.
|
|
1.3
|
"COMPANY
REPRESENTATIVE" shall mean that person referred to in Clause
3.
|
|
1.4
|
"CONTRACT"
shall have the meaning described in Section I - Form of
Agreement,
|
|
1.5
|
"CONTRACT
PRICE" shall mean the price for the WORK calculated in accordance with
Section III - Remuneration, exclusive of Value Added
Tax.
|
|
1.6
|
"CONTRACTOR
GROUP" shall mean the CONTRACTOR, its SUBCONTRACTORS, its and their
AFFILIATES, its and their respective directors, officers and employees
(including agency personnel), but shall not include any member of the
COMPANY GROUP. "CONTRACTOR GROUP" shall also mean subcontractors (of any
tier) of the SUBCONTRACTOR who are performing WORK offshore or at any
wellsites, their AFFILIATES, their directors, officers and employees
(including agency personnel).
|
|
1.7
|
"CONTRACTOR
REPRESENTATIVE" shall mean that person referred to in Clause
3.
|
|
1.8
|
"CO-VENTURER"
shall mean any other entity with whom the COMPANY is or may be from time
to time a party to a joint operating agreement or unitisation agreement or
similar agreement relating to the operations for which the WORK is being
performed and the successors in interest of such CO-VENTURER or the
assignees of any interest of such
CO-VENTURER.
|
|
1.9
|
"SUBCONTRACT"
shall mean any contract between the CONTRACTOR and any party (other than
the COMPANY or any employees of the CONTRACTOR) for the performance of any
part of the WORK.
|
|
1.10
|
"SUBCONTRACTOR"
shall mean any party (other than the CONTRACTOR) to a
SUBCONTRACT.
|
|
1.11
|
"TECHNICAL
INFORMATION" shall mean all such information provided by or caused to be
provided by the COMPANY pursuant to the
CONTRACT.
|
|
1.12
|
"VARIATION"
shall mean such instructions or adjustments as set out in Clause
11.
|
|
1.13
|
"WORK"
shall mean all work that the CONTRACTOR is required to carry out in
accordance with the provisions of the CONTRACT, including the provision of
all materials, services and equipment to be rendered in accordance with
the CONTRACT.
|
1.14
|
"WORKSITE"
shall mean the lands, waters and other places on, under, in or through
which the WORK is to be performed including offshore installations,
floating construction equipment, vessels (including the area covered by
approved anchor patterns) and places where equipment, materials or
supplies are being obtained, stored or used for the purposes of the
CONTRACT.
|
2.
|
INTERPRETATION
|
2.1
|
All
instructions, notices, agreements, authorisations, approvals and
acknowledgements shall be in writing. All such documentation together with
all correspondence and other documents shall be in the English
language.
|
2.2
|
Any
reference to statute, statutory provision or statutory instrument shall
include any re-enactment or amendment thereof for the time being in
force.
|
3.1
|
General
|
|
(a)
|
The
COMPANY REPRESENTATIVE and CONTRACTOR REPRESENTATIVE are the persons named
as such in Appendix 1 to Section I - Form of
Agreement.
|
|
(b)
|
Such
representatives, or delegates appointed in accordance with the provisions
of this Clause 3, shall be readily available to enable both the COMPANY
and the CONTRACTOR to discharge their obligations under the
CONTRACT.
|
|
(c)
|
The
COMPANY REPRESENTATIVE and any person authorised by him shall have access
at all reasonable times to the WORKSITE and the CONTRACTOR shall afford
every facility for and every assistance in obtaining the right of
access.
|
3.2
|
COMPANY
REPRESENTATIVE
|
|
(a)
|
The
COMPANY REPRESENTATIVE has the authority to commit the COMPANY in all
matters under the CONTRACT and, subject to any delegation of such
authority which shall be notified to the CONTRACTOR in writing, shall be
responsible for issuing to and receiving from the CONTRACTOR all notices,
information, instructions and
decisions.
|
|
(b)
|
By
notice to the CONTRACTOR, the COMPANY REPRESENTATIVE may at any time
delegate any of his authority to any nominated deputy. Such notice shall
specify the precise authority of any such deputy and shall be sent to the
CONTRACTOR REPRESENTATIVE.
|
|
(c)
|
The
COMPANY may change the COMPANY REPRESENTATIVE at any time and shall notify
the CONTRACTOR of any change.
|
|
(d)
|
Except
as expressly stated in the CONTRACT, the COMPANY REPRESENTATIVE has no
powers to amend the CONTRACT or to relieve the CONTRACTOR from any of
its
obligations under
the
CONTRACT.
|
3.3
|
CONTRACTOR
REPRESENTATIVE
|
(a)
|
The
CONTRACTOR REPRESENTATIVE has the authority to commit the CONTRACTOR to
any course of action within the rights and obligations of the CONTRACTOR
under the CONTRACT and, subject to any delegation of such authority which
shall be notified to the COMPANY in writing, shall be responsible for
issuing to and receiving from the COMPANY all notices, information,
instructions and decisions.
|
|
(b)
|
The
CONTRACTOR REPRESENTATIVE may delegate any of his authority to any
nominated deputy, the terms of such delegation being subject to the prior
approval of the COMPANY which shall not be unreasonably withheld or
delayed.
|
|
(c)
|
The
CONTRACTOR shall not change the CONTRACTOR REPRESENTATIVE or any nominated
deputy without cause without the prior approval of the COMPANY which shall
not unreasonably be withheld or
delayed.
|
|
(d)
|
The
CONTRACTOR REPRESENTATIVE has no powers to amend the
CONTRACT.
|
4.
|
CONTRACTOR’S
GENERAL OBLIGATIONS
|
4.1
|
The
CONTRACTOR shall provide all management, supervision, personnel, materials
and equipment, (except materials and equipment specified to be provided by
the COMPANY), plant, consumables, facilities and all other things whether
of a temporary or permanent nature, so far as the necessity for providing
the same is specified in or reasonably to be inferred from the
CONTRACT.
|
4.2
|
The
CONTRACTOR shall cariy out all of its obligations under the CONTRACT and
shall execute the WORK with all due care and diligence and with the skill
to be expected of a reputable contractor experienced in the types of work
to be carried out under the
CONTRACT.
|
4.3
|
The
CONTRACTOR shall take full responsibility for the adequacy, stability and
safety of all its operations and methods necessary for the performance of
the WORK and shall keep strictly to the provisions of Section V - Health,
Safety and Environment.
|
4.4
|
Except
to the extent that it may be legally or physically impossible or create a
hazard to safety the CONTRACTOR shall comply with the COMPANY’
s
instructions and directions on all matters relating to the
WORK.
|
4.5
|
Materials
and Equipment
|
|
(a)
|
Materials
and equipment or parts thereof provided by the CONTRACTOR for which there
is no detailed specification included in the CONTRACT shall be new or as
new, of good quality and workmanship and fit for the intended purpose
where a purpose is defined in the CONTRACT or, where no such purpose is
defined, fit for its ordinary
purpose.
|
|
(b)
|
Notwithstanding
the provisions of Clause 4.5(a) in respect of materials and equipment
specified in Appendix 1 to Section I - Form of Agreement which shall
ultimately become the property of the COMPANY, the CONTRACTOR shall ensure
that such materials and equipment meet the COMPANY’
s
specific requirements with regard to any quality, quantity or
specifications which are set out in the CONTRACT and in accordance with
good oilfield and engineering practice. However, in respect of such items
there are no irhplied warranties of merchantability, satisfactory quality
or fitness for a particular
purpose.
|
4.6
|
In
order to ensure that performance and completion of the WORK are not
delayed or impeded the CONTRACTOR shall be responsible for the timely
provision of all matters referred to in Clause 4.1 and, where
provided
for
elsewhere
in
the CONTRACT, for the timely request of COMPANY provided materials,
services and facilities.
|
4.7
|
The
COMPANY reserves the right to let other contracts associated with the
WORK. The CONTRACTOR shall afford the COMPANY and other contractors of the
COMPANY reasonable access and opportunity for the performance of their
work or contracts and shall co-operate fully with such
parties.
|
4.8
|
The
CONTRACTOR shall be responsible for the programming of the
WORK.
|
4.9
|
On
completion of the WORK or any portion thereof, the CONTRACTOR shall
without delay clear and remove all equipment and materials provided by the
CONTRACTOR including debris, thereby leaving the WORKSITE in a clean, tidy
and safe condition.
|
4.10
|
Surplus
COMPANY material in the possession of the CONTRACTOR on completion of the
WORK shall be disposed of by the CONTRACTOR in accordance with the
instructions of the COMPANY REPRESENTATIVE which shall be the subject of a
VARIATION in accordance with Clause
11.
|
5.
|
OFFSHORE
TRANSPORTATION AND
ACCOMMODATION
|
5.1
|
The
CONTRACTOR shall be provided with, at no cost to the CONTRACTOR, all
offshore accommodation and messing and all routine and medi-vac
transportation for personnel provided by CONTRACTOR GROUP and for
equipment and materials provided by CONTRACTOR GROUP which are capable of
transportation by helicopter or supply boat between the COMPANY designated
heliport and supply base as specified in Appendix 1 to Section I - Form of
Agreement and the offshore part of the
WORKSITE.
|
5.2
|
The
costs of non-routine transportation requested by the CONTRACTOR may, at
the sole option of the COMPANY, be recovered from the
CONTRACTOR.
|
6.
|
CONTRACTOR
TO INFORM ITSELF
|
6.1
|
The
CONTRACTOR shall be deemed to have satisfied itself, before entering into
the CONTRACT, as to the extent and nature of the WORK including but not
limited to the services, personnel, materials and equipment, plant,
consumables and facilities required for the WORK, the correctness and
sufficiency of the rates and prices entered in Section III - Remuneration,
general and local conditions, and all other matters which could affect
progress or performance of the
WORK.
|
6.2
|
Any
failure by the CONTRACTOR to take account of matters which affect the WORK
will not relieve the CONTRACTOR from its obligations under the
CONTRACT.
|
6.3
|
The
CONTRACTOR shall check all TECHNICAL INFORMATION in accordance with good
oilfield practice and advise the COMPANY of any errors or inconsistencies
it finds. The COMPANY shall resolve those errors or inconsistencies and
the CONTRACTOR shall thereafter be entitled to rely on all TECHNICAL
INFORMATION furnished to the CONTRACTOR by the COMPANY (as corrected by
the COMPANY if applicable).
|
7.
|
CONTRACTOR
TO INFORM COMPANY/COMPANY TO INFORM
CONTRACTOR
|
7.1
|
The
CONTRACTOR shall notify the COMPANY without undue delay of all things
which in the opinion of the CONTRACTOR appear to be deficiencies,
omissions, contradictions or ambiguities in the CONTRACT or conflicts with
applicable law.
|
7.2
|
In
addition to the requirements of Section V - Health, Safety and
Environment, the CONTRACTOR shall notify the COMPANY without delay of any
accidents which occur in connection with the carrying out of the WORK. The
CONTRACTOR shall also notify the COMPANY of any other incidents which
occur which might affect the carrying out of the WORK or the
CONTRACT.
|
7.3
|
The
CONTRACTOR shall notify the COMPANY immediately of any proposed or actual
stoppages of work, industrial disputes or other matters affecting or
likely to affect the carrying out or completion of the
WORK.
|
7.4
|
The
COMPANY shall without delay provide to the CONTRACTOR all information
affecting the WORK which the CONTRACTOR reasonably requires from the
COMPANY in order to properly perform the WORK in accordance with the
CONTRACT.
|
8.1
|
Assignment
|
|
(a)
|
The
COMPANY is entitled to assign the CONTRACT or any part of it or any
benefit or interest in or under it to any CO-VENTURER or AFFILIATE of the
COMPANY. In addition the COMPANY may make any such assignment to any other
third party but only with the prior agreement of the CONTRACTOR which
shall not unreasonably be withheld or
delayed.
|
|
(b)
|
The
CONTRACTOR undertakes that, in the event of any assignment described
above, it will execute without delay a formal assignment of interest in
the CONTRACT to the relevant party, to be effective upon the written
assumption by the assignee of all obligations of the COMPANY under the
CONTRACT.
|
|
(c)
|
The
CONTRACTOR shall assign neither the CONTRACT nor any part of it nor any
benefit nor interest in or under it without the prior approval of the
COMPANY which shall not unreasonably be withheld or
delayed.
|
8.2
|
Subcontracting
|
|
(a)
|
The
CONTRACTOR shall not subcontract the whole of the WORK. The CONTRACTOR
shall not subcontract any part of the WORK without the prior approval of
the COMPANY which approval shall not unreasonably be withheld or
delayed.
|
|
(b)
|
Before
entering into any SUBCONTRACT, whether provided for in the CONTRACT or
not, the COMPANY shall be given an adequate opportunity to review the form
of SUBCONTRACT, the choice of SUBCONTRACTOR, the part of the WORK included
in the SUBCONTRACT and any other relevant details requested by the
COMPANY.
|
(c)
|
Each
SUBCONTRACT shall expressly provide for the CONTRACTOR’
s
unconditional right of assignment of the SUBCONTRACT to the COMPANY
in the event that the COMPANY terminates the CONTRACT or the
WORK.
|
(d)
|
The
CONTRACTOR shall be responsible for all work, acts, omissions and defaults
of any SUBCONTRACTOR as fully as if they were work, acts, omissions or
defaults of the CONTRACTOR.
|
9.1
|
The
CONTRACTOR undertakes to provide sufficient personnel at all times to
ensure performance and completion of the WORK in accordance with the
provisions of the CONTRACT.
|
9.2
|
All
personnel employed on the WORK shall, for the work which they are required
to perform, be competent, properly qualified, skilled and experienced in
accordance with good industry practice. The CONTRACTOR shall verify all
relevant qualifications of such
personnel.
|
9.3
|
Where
key personnel of the CONTRACTOR are specified in the CONTRACT they shall
not be replaced without the prior approval of the COMPANY. Any replacement
shall work with the person to be replaced for a reasonable handover
period.
|
9.4
|
The
CONTRACTOR shall ensure that such key personnel and supervisory personnel
of the CONTRACTOR and SUBCONTRACTORS shall read, write and speak fluent
English.
|
9.5
|
The
CONTRACTOR shall make its own arrangements for the engagement of
personnel, local or otherwise, and, save in so far as the CONTRACT
otherwise provides, for their payment and onshore transport, housing,
maintenance and board and
lodging.
|
9.6
|
The
CONTRACTOR shall be as responsible for any WORK performed by any agency
personnel and by any other person provided by the CONTRACTOR in connection
with the WORK as if the WORK was performed by the employees of the
CONTRACTOR.
|
9.7
|
The
CONTRACTOR shall ensure that all employees of the CONTRACTOR and any
SUBCONTRACTOR engaged in the performance of the WORK comply with
applicable laws including immigration laws and where required are in
possession of a valid work permit for the duration of the CONTRACT. When
requested details of such work permits shall be submitted to the COMPANY
prior to the employee being engaged in the
WORK.
|
|
9.8
|
The
COMPANY may instruct the CONTRACTOR to remove from the WORKSITE any person
engaged in any part of the WORK who in the reasonable opinion of the
COMPANY is either:
|
|
(a)
|
incompetent
or negligent in the performance of his or her duties;
or
|
|
(b)
|
engaged
in activities which are contrary or detrimental to the interests of the
COMPANY; or
|
|
(c)
|
not
conforming to relevant safety procedures described in Section V - Health,
Safety and Environment or persists in any conduct likely to be prejudicial
to safety, health or the
environment.
|
10.1
|
Where
the COMPANY has found the WORK or part thereof or any rework performed by
the CONTRACTOR not to have been performed in accordance with the CONTRACT,
the COMPANY shall detail in writing within the relevant period specified
in Appendix 1 to Section I - Form of Agreement the specific nature of the
defect and the Clause and Section of the CONTRACT that contains the
obligation that the CONTRACTOR has failed to
meet.
|
10.2
|
Commencing
immediately upon the notice issued under Clause 10.1 becoming effective,
the CONTRACTOR shall at its own expense and risk, reperform that part of
the WORK which has not been performed in accordance with the CONTRACT. The
CONTRACTOR’
s
liability in respect of such reperformance shall be limited to the sum(s)
specified in Appendix 1 to Section I - Form of
Agreement.
|
10.3
|
Notwithstanding
the CONTRACTOR’
s
obligation pursuant to Clause 10.2 above the COMPANY may, at its sole
option, engage a third party to perform any part of the WORK which has not
been performed or reperformed pursuant to Clause 10.2 by the CONTRACTOR in
accordance with the CONTRACT and in respect of which the COMPANY has so
notified the CONTRACTOR in accordance with Clause 10.1 above. The COMPANY
shall give notice to the CONTRACTOR of its intention to exercise this
option in which case Clause 10.2 shall not apply, and the CONTRACTOR shall
cease immediately any work being carried out under Clause
10.2.
|
10.4
|
Where
the COMPANY, under Clause 10.3 above, engages a third party, the
CONTRACTOR shall be liable for any additional costs (including, without
limitation, the total costs of the reperformance of the relevant part of
the WORK by the third party) reasonably incurred by the COMPANY as a
direct result of the defective performance or reperformance of the
relevant part of the WORK by the CONTRACTOR, providing however that the
maximum amount of such additional costs for which the CONTRACTOR shall be
liable in respect of each defectively performed or reperformed part of the
WORK shall be limited to the sum(s) specified in Appendix 1 to Section I -
Form of Agreement.
|
10.5
|
Notwithstanding
the other provisions of this Clause 10, the COMPANY shall provide at its
own cost any services and/or materials as listed in Section VI - Company’s
General Obligations which the COMPANY considers the CONTRACTOR requires to
undertake properly such performance or
reperformance.
|
10.6
|
The
CONTRACTOR shall be responsible for correcting any defect in material and
workmanship in any supplied materials or equipment, within the relevant
period referred to in Clause 10.1. However, the CONTRACTOR shall not be
liable for :
|
|
(a)
the costs of routine maintenance for such materials and equipment;
or
|
|
(b)
the costs of correcting any such defects which result from the following
:
|
|
(i)
|
incorrect
operation by the COMPANY; or
|
|
(ii)
|
the
reasonable actions of the CONTRACTOR in relying on TECHNICAL INFORMATION;
or
|
|
(iii)
|
actual
operating conditions being different from those specified in the CONTRACT
or in any VARIATIONS; or
|
|
(iv)
|
defects
in materials and equipment supplied by the COMPANY which could not
reasonably have been discovered by the
CONTRACTOR.
|
11.
|
VARIATIONS
|
11.1
|
The
COMPANY has the right to issue instructions to the CONTRACTOR at any time
to make any variations to the WORK which are within the capability and
resources of the CONTRACTOR. The CONTRACTOR shall proceed immediately as
instructed.
|
11.2
|
Any
adjustment to the CONTRACT PRICE resulting from any variation shall be
valued at the appropriate rates and prices included in the CONTRACT or, in
the absence of any appropriate rates and prices, a fair valuation shall be
made.
|
12.
|
FORCE
MAJEURE
|
12.1
|
Neither
the COMPANY nor the CONTRACTOR shall be responsible for any failure to
fulfil any term or condition of the CONTRACT if and to the extent that
fulfilment has been delayed or temporarily prevented by a force majeure
occurrence, as hereunder defined, which has been notified in accordance
with this Clause 12 and which is beyond the control and without the fault
or negligence of the party affected and which, by the exercise of
reasonable diligence, the said party is unable to provide
against.
|
12.2
|
For
the purposes of this CONTRACT only the following occurrences shall be
force majeure:
|
|
(a)
|
Riot,
war, invasion, act of foreign enemies, hostilities (whether war be
declared or not), acts of terrorism, civil war, rebellion, revolution,
insurrection of military or usurped
power;
|
|
(b)
|
Ionising
radiations or contamination by radio-activity from any nuclear fuel or
from any nuclear waste from the combustion of nuclear fuel or
radio-active, toxic, explosive or other hazardous properties of any
explosive nuclear assembly or nuclear component
thereof;
|
|
(c)
|
Pressure
waves caused by aircraft or other aerial devices travelling at sonic or
supersonic speeds;
|
|
(d)
|
Earthquake,
flood, fire, explosion and/or other natural physical disaster, but
excluding weather conditions as such, regardless of
severity;
|
(e)
|
Strikes
at a national or regional level or industrial disputes at a national or
regional level, or strikes or industrial disputes by labour not employed
by the affected party its subcontractors or its suppliers and which affect
a substantial or essential portion of the
WORK;
|
|
(f)
|
Maritime
or aviation disasters;
|
(g)
|
Changes
to any general or local Statute, Ordinance, Decree, or other Law or any
regulation or bye-law of any local or other duly constituted authority or
the introduction of any such Statute, Ordinance, Decree, Law, regulation
or bye-law.
|
12.3
|
In
the event of a force majeure occurrence, the party that is or may be
delayed in performing the CONTRACT shall notify the other party without
delay giving the full particulars thereof and shall use all reasonable
endeavours to remedy the situation without
delay.
|
12.4
|
Save
as otherwise expressly provided in the CONTRACT, no payments of whatever
nature shall be made in respect of a force majeure
occurrence.
|
12.5
|
Following
notification of a force majeure occurrence in accordance with Clause 12.3,
the COMPANY and the CONTRACTOR shall meet without delay with a view to
agreeing a mutually acceptable course of action to minimise any effects of
such occurrence.
|
13.1
|
The
COMPANY shall have the right, by notice to the CONTRACTOR, to suspend the
WORK or any part thereof to the extent detailed in the notice, for any of
the following reasons;
|
|
(a)
|
subject
only to Clause 13.3, in the event of some default on the part of the
CONTRACTOR; or
|
|
(b)
|
in
the event that suspension is necessary for the proper execution or safety
of the WORK, or persons; or
|
|
(c)
|
to
suit the convenience of the
COMPANY.
|
13.2
|
Upon
receipt of any such notice, the CONTRACTOR shall, unless instructed
otherwise:
|
|
(a)
|
discontinue
the WORK or the part of the WORK detailed in the notice, on the date and
to the extent specified; and
|
|
(b)
|
properly
protect and secure the WORK as required by the
COMPANY.
|
13.3
|
Jn
the event of default on the part of the CONTRACTOR and before the issue by
the COMPANY of a notice to suspend the WORK or any part thereof the
COMPANY shall give notice of default to the CONTRACTOR giving details of
such default. If the CONTRACTOR, upon receipt of such notice, does not
commence and thereafter continuously proceed with action satisfactory to
the COMPANY to remedy such default the COMPANY may issue a notice of
suspension in accordance with the provisions of Clause
13.1.
|
13.4
|
Unless
the suspension arises as a result of default on the part of the
CONTRACTOR, the CONTRACTOR shall be reimbursed in accordance with the
provisions of Section III - Remuneration or, in the absence of such
provisions, in accordance with Clause
11.
|
13.5
|
If
suspension results from default on the part of the CONTRACTOR any
additional costs reasonably incurred by the COMPANY as a direct result
shall be recoverable by the COMPANY from the CONTRACTOR. The
CONTRACTOR’
s
liability in respect of such additional costs shall be limited to the sum
specified in Appendix 1 to Section I - Form of
Agreement.
|
13.6
|
The
COMPANY may, by further notice, instruct the CONTRACTOR to resume the WORK
to the extent specified.
|
13.7
|
In
the event of any suspension, the COMPANY and the CONTRACTOR shall meet at
not more than seven (7) day intervals with a view to agreeing a mutually
acceptable course of action during the
suspension.
|
13.8
|
If
the period of any suspension not arising as a result of default on the
part of the CONTRACTOR exceeds the period stated in Appendix 1 to Section
I - Form of Agreement, the CONTRACTOR may serve a notice on the COMPANY
requiring permission within fourteen (14) days from the receipt of such
notice to proceed with the WORK or that part thereof subject to
suspension. If within the said fourteen (14) days the COMPANY does not
grant such permission the CONTRACTOR, by a further notice, may (but is not
bound to) elect to treat the suspension as
either:
|
|
(a)
|
where
it affects part only of the WORK, an omission of such part under Clause
11; or
|
|
(b)
|
where
it affects the whole of the WORK, termination in accordance with Clause
23.1 (a).
|
14.1
|
For
the performance and completion of the WORK, the COMPANY shall pay or cause
to be paid to the CONTRACTOR the amounts provided in Section III -
Remuneration at the times and in the manner specified in Section III and
in this Clause.
|
14.2
|
Except
where it is expressly provided that the COMPANY shall carry out an
obligation under the CONTRACT at its own cost, all things to be supplied
or performed by the CONTRACTOR under the CONTRACT shall be deemed to be
included in the rates and prices included in Section III - Remuneration.
Without limitation all obligations of the CONTRACTOR pursuant to the
provision of Clause 10 shall be performed by the CONTRACTOR at its sole
cost and expense.
|
14.3
|
The
CONTRACTOR shall submit to the COMPANY an invoice within thirty (30) days
of the end of each calendar
month.
|
14.4
|
To
the extent that payments to be made under the CONTRACT attract Value Added
Tax, the proper amount of such tax shall be shown as a separate item on
the invoice; Value Added Tax shall be added to the CONTRACT PRICE as
appropriate.
|
14.5
|
Each
invoice shall show separately the individual amounts under each of the
headings in Section III - Remuneration, and shall quote the COMPANY
Contract Reference Number, Title and such other details as may be
specified in the CONTRACT.
|
14.6
|
Within
thirty (30) days from receipt of a correctly prepared and adequately
supported invoice by the COMPANY at the address specified in the CONTRACT,
the COMPANY shall make payment in respect of such invoices as
follows:
|
|
(a)
|
for
payments in Sterling the COMPANY shall make payment of the due amount into
the bank account of the CONTRACTOR specified in the CONTRACT or otherwise
notified by the CONTRACTOR, using the Banker’s Automated Clearing System;
or
|
|
(b)
|
for
payments in
foreign currencies the
COMPANY shall make payment of the due amount
in the appropriate currency into the bank account of the CONTRACTOR
specified in the CONTRACT or otherwise notified by the
CONTRACTOR.
|
14.7
|
If
the COMPANY disputes any items on any invoice in whole or in part or if
the invoice is prepared or submitted incorrectly in any respect, the
COMPANY shall notify the CONTRACTOR of the reasons and request the
CONTRACTOR to issue a credit note for the unaccepted part or whole of the
invoice as applicable. Upon receipt of such credit note the COMPANY shall
be obliged to pay the undisputed part of a disputed
invoice.
|
14.8
|
Neither
the presentation nor payment nor non-payment of an individual invoice
shall constitute a settlement of a dispute, an accord and satisfaction, a
remedy of account stated, or otherwise waive or affect the rights of the
parties hereunder.
|
(a)
|
any
such sum was incorrect; or
|
(b)
|
any
such sum was not properly payable to the CONTRACTOR;
or
|
|
(c)
|
any
work in respect of which payment has been made and which does not comply
with the terms of the CONTRACT.
|
14.9
|
Interest
shall be payable for late payment of correctly prepared and supported
invoices. The amount of interest payable shall be the current Bank of
England "Base Rate* plus the percentage specified in Appendix 1 to Section
I - Form of Agreement calculated on a daily basis or in the absence of
such percentage, Bank of England "Base Rate' plus three percent (3%) from
the due date for payment until actual
payment.
|
14.10
|
If
the COMPANY at any time incurs costs which, under the provisions of the
CONTRACT, the COMPANY is entitled to recover from the CONTRACTOR, the
COMPANY may invoice the CONTRACTOR for such costs, provided always that
the COMPANY may deduct the amount of such costs from any amount due, or
that may become due to the CONTRACTOR under the
CONTRACT.
|
14.11
|
For
the purposes of Clause 14.10, and elsewhere in the CONTRACT, wherever a
party to the CONTRACT is entitled to recover from another party any costs
incurred, then the amount of such costs shall be the amount of all claims,
losses, damages, charges, disbursements, costs (including amounts paid to
third parties), overheads and expenses directly resulting from the matter
in question, but no element of
profit.
|
15.1
|
The
CONTRACTOR shall in accordance with the provisions of Clause 18, except as
may otherwise be provided in Section III - Remuneration, be responsible
for:
|
|
(a)
|
the
payment of all taxes, duties, levies, charges and contributions (and any
interest or penalties thereon) for which the CONTRACTOR is liable as
imposed by any appropriate government authority whether of the United
Kingdom or elsewhere, whether or not they are calculated by reference to
the wages, salaries, benefits or expenses and other remuneration paid
directly or indirectly to persons engaged or employed by the CONTRACTOR;
and
|
|
(b)
|
the
payment of all taxes, duties, levies, charges and contributions (and any
interest or penalties thereon) including but not limited to
income
, profits, corporation taxes and taxes on capital gains,
turnover and added value taxes for which the CONTRACTOR is liable, whether
arising in the United Kingdom, its territorial waters, its continental
shelf or elsewhere, now or hereafter levied or imposed by any appropriate
government authority whether of the United Kingdom or elsewhere, arising
from this CONTRACT; and
|
|
(c)
|
compliance
with all statutoiy obligations to make deductions on account of and remit
the required amounts to any appropriate government authority whether of
the United Kingdom or elsewhere, including, but not limited to income tax,
PAYE, national insurance, employee taxes, charges, social security costs,
levies and contributions whether or not they are measured by the wages,
salaries or other remuneration or benefits paid to persons employed by the
CONTRACTOR, or persons providing services in connection with the CONTRACT
to the CONTRACTOR, and the imposition of a similar obligation upon any
SUBCONTRACTOR or any other person employed by them or providing services
to them in connection with the CONTRACT;
and
|
|
(d)
|
ensuring
that any SUBCONTRACTOR or any other person employed, or providing services
on or in connection with the CONTRACT shall comply with this Clause
15.
|
15.2
|
The
CONTRACTOR shall supply to the COMPANY all such information, in connection
with activities under the CONTRACT, as is necessary to enable the COMPANY
to comply with the lawful demands for such information by any appropriate
government authority whether of the United Kingdom or
elsewhere.
|
15.3
|
Where
the CONTRACTOR, any SUBCONTRACTOR or any other person employed by them, or
providing services to them on or in connection with the CONTRACT, is or
may become liable for tax as a result of the operation of Section 38
Finance Act 1973 and/or Section 830 Income and Corporation Taxes Act 1988
and/or Section 276 Taxation of Chargeable Gains Act 1992, and if such a
person, within forty five (45) days of the EFFECTIVE DATE OF COMMENCEMENT
OF THE CONTRACT, is not able to exhibit to the reasonable satisfaction of
the COMPANY that the person is "resident" for tax purposes within the
United Kingdom, the CONTRACTOR shall, where the WORK or any part thereof
is to be performed within the United Kingdom and/or within a "designated
area", obtain for itself and procure that any such SUBCONTRACTOR or other
person employed by them, or providing services to them on or in connection
with the CONTRACT obtains a United Kingdom Inland Revenue Certificate of
Exemption in favour of the COMPANY in accordance with the
provisions
of paragraph 7 of Schedule 15 Finance Act 1973 and any statutory amendment
thereto. The CONTRACTOR shall immediately upon receipt thereof, forward
such certificate to the COMPANY or where such certificate is refused, the
CONTRACTOR shall upon being so informed, immediately notify the COMPANY of
such refusal.
|
15.4
|
Where
any of the WORK involves the performance of construction activities
specified in Section 567 (2) Income and Corporation Taxes Act 1988, the
CONTRACTOR shall obtain for itself a U.K. Inland Revenue Certificate of
Exemption or Registration Card in accordance with part XIII Chapter IV
Income and Corporation Taxes Act 1988. The CONTRACTOR shall immediately
upon receipt thereof, forward such exemption certificate or registration
card to the COMPANY or shall notify the COMPANY that such exemption
certificate or registration card has been refused or
cancelled.
|
15.5
|
The
CONTRACTOR shall save, indemnify, defend and hold harmless the COMPANY
against all levies, charges, contributions and taxes of the type referred
to in this Clause and any interest or penalty thereon which may be
assessed, by any appropriate government authority whether of the United
Kingdom or elsewhere, on the CONTRACTOR in
connection
with
the CONTRACT and from all reasonable
costs
incurred in connection
therewith.
|
15.6
|
If
the COMPANY receives a notice requiring it to pay any levies, charges,
contributions or taxes of the types referred to in this Clause and/or any
interest or penalty thereon whether with respect to the CONTRACTOR, any
SUBCONTRACTOR or any other person employed by them or providing any
services to them on or in connection with the CONTRACT, the COMPANY shall
forthwith notify the CONTRACTOR who shall work with the COMPANY to make
all reasonable endeavours to make any valid appeal against such payment.
In the event that the COMPANY is ultimately required to make such payment,
the COMPANY may recover from the CONTRACTOR any such sums and all
reasonable costs incurred in connection therewith and the CONTRACTOR shall
within fourteen (14) days of receiving written notice from the COMPANY pay
to the COMPANY any such sum or the COMPANY shall be entitled to deduct
such sums from any monies due, or which may become due, to the
CONTRACTOR.
|
15.7
|
The
COMPANY shall save, indemnify, defend and hold harmless the CONTRACTOR
against all levies, charges, contributions and taxes of the type referred
to in this Clause and any interest or penalty thereon which may be
assessed, by any appropriate government authority whether of the United
Kingdom or elsewhere, on the COMPANY in connection with the CONTRACT and
from all costs incurred in connection therewith, other than those taxes
and other matters referred to above, which the provisions of this Clause
allow the COMPANY to recover from the
CONTRACTOR.
|
16.1
|
The
COMPANY shall retain title to COMPANY provided items and information,
including, but not limited to TECHNICAL INFORMATION and materials and
equipment.
|
16.2
|
All
equipment, materials and supplies provided by the CONTRACTOR for permanent
incorporation into the WORK shall become and be clearly identified as the
property of the COMPANY upon delivery to the offshore part of the WORKSITE
or payment by the COMPANY whichever is the
earlier.
|
16.3
|
Title
in any equipment, materials and supplies provided by the CONTRACTOR which
do not comply with the requirements of the CONTRACT and which are rejected
by the COMPANY, shall re-vest immediately in the
CONTRACTOR.
|
16.4
|
Where
designs, drawings, reports, sketches and other documents and data to be
provided by the CONTRACTOR hereunder are created and stored
electronically, the CONTRACTOR shall provide to the COMPANY such designs,
drawings, reports, sketches and other documents and data on a disk or
other electronic media compatible with the COMPANY’S systems at the times
specified in Section IV - Scope of Work or if no times are specified, when
reasonably required by the COMPANY. The COMPANY and the CONTRACTOR shall
agree the system compatibility requirements applicable to the
WORK.
|
16.5
|
Title
to all reports, test results and charts of whatever nature in respect of
COMPANY’S wells including information on the geology and formations
encountered in the well that have been created by the CONTRACTOR in the
performance of the WORK shall vest in the COMPANY with effect from the
date of creation. Upon completion, suspension or abandonment of each well
or if earlier upon completion of CONTRACTOR’S WORK in connection with that
well, the CONTRACTOR shall issue to the COMPANY all such documents in its
possession.
|
17.1
|
Neither
the COMPANY nor the CONTRACTOR shall have the right of use, other than for
the purposes of the CONTRACT, whether directly or indirectly, of any
patent, copyright, proprietary right or confidential know how, trademark
or process provided by the other party and the intellectual property
rights in such shall remain with the party providing such patent,
proprietary right, copyright or confidential know how, trademark or
process.
|
17.2
|
Where
any potential patent or registrable right in any country in the world
results from :
|
|
(a)
|
developments
by the CONTRACTOR GROUP which are based wholly on data, equipment,
processes, substances and the like in the possession of the CONTRACTOR
GROUP at the EFFECTIVE DATE OF COMMENCEMENT OF THE CONTRACT or otherwise
produced outside of the CONTRACT;
or
|
|
(b)
|
enhancements of or
in the existing intellectual property rights of the CONTRACTOR GROUP,
such
rights shall vest in the CONTRACTOR
GROUP.
|
17.3
|
Where
any potential patent or registrable right in any country in the world
results from :
|
|
(a)
|
developments
by the COMPANY GROUP which are based wholly on data, equipment, processes,
substances and the like in the possession of the COMPANY GROUP at the
EFFECTIVE DATE OF COMMENCEMENT OF THE CONTRACT or otherwise produced
outside the CONTRACT; or
|
|
(b)
|
enhancements of or
in the existing intellectual property rights of the COMPANY GROUP,
such
rights shall vest in the COMPANY
GROUP.
|
17.4
|
Except
as provided in Clause 17.1, Clause 17.2 and Clause 17.3, where any
potential patent or registrable right in any country in the world arises
out of the WORK and is invented during the term of the CONTRACT, such
rights shall vest in the party or parties as specified in Appendix 1 to
Section I - Form of Agreement.
|
17.5
|
Where
under Clause 17.4 a right vests in one of the parties absolutely, such
party may at its sole discretion give the other party and its AFFILIATES
and its CO- VENTURERS a royalty-free, irrevocable, non-exclusive,
non-transferable, worldwide licence to use such right which shall not be
sub-licensed.
|
17.6
|
Where
under Clause 17.4 a right vests in the parties jointly, then the parties
shall unless otherwise agreed in writing jointly file a patent or other
registration application in that joint
right.
|
17.7
|
The
CONTRACTOR shall save, indemnify, defend and hold harmless the COMPANY
GROUP from all claims, losses, damages, costs (including legal costs),
expenses, and liabilities of every kind and nature for, or arising out of,
any alleged infringement of any patent or proprietary or protected right,
arising out of or in connection with the performance of the obligations of
the CONTRACTOR under the CONTRACT except where such infringement
necessarily arises from the TECHNICAL INFORMATION and/or the COMPANY’
s
instructions. However, the CONTRACTOR shall use its reasonable endeavours
to identify any infringement in the TECHNICAL INFORMATION and/or in the
COMPANY’
s
instructions of any patent or proprietary or protected right, and should
the CONTRACTOR become aware of such infringement or possible infringement
then the CONTRACTOR shall inform the COMPANY
immediately.
|
17.8
|
Subject
to the provisions of Clause 17.7, the COMPANY shall save, indemnify,
defend and hold harmless the CONTRACTOR GROUP from all claims, losses,
damages, costs (including legal costs), expenses, and liabilities of every
kind and nature for, or arising out of, any alleged infringement of any
patent or proprietary or protected right arising out of or in connection
with the performance of the obligations of the COMPANY under the CONTRACT
or the use by the CONTRACTOR of TECHNICAL INFORMATION or materials or
equipment supplied by the COMPANY.
|
18.
|
LAWS
AND REGULATIONS
|
18.1
|
The
CONTRACTOR shall comply with all applicable laws, rules and regulations of
any governmental or regulatory body having jurisdiction over the WORK
and/or the WORKSITE.
|
18.2
|
The
CONTRACTOR shall obtain all licences, permits, temporary permits and
authorisations required by the applicable laws, rules and regulations for
the performance of the WORK, save to the extent that the same can only be
legally obtained by the
COMPANY.
|
18.3
|
Should
changes in any applicable laws, rules and regulations made after the
EFFECTIVE DATE OF COMMENCEMENT OF THE CONTRACT, result in increases in the
cost to the CONTRACTOR of performing the WORK, the CONTRACTOR shall only
be entitled to an adjustment in the CONTRACT PRICE to the extent described
in Section III - Remuneration, or where, at its sole discretion, the
COMPANY may consider such to be
appropriate.
|
19.
|
INDEMNITIES
|
19.1
|
The
CONTRACTOR shall be responsible for and shall save, indemnify, defend and
hold harmless the COMPANY GROUP from and against all claims, losses,
damages, costs (including legal costs) expenses and liabilities in respect
of:
|
(a)
|
subject
to Clause 19.5,
loss of
or
damage to property of the CONTRACTOR GROUP whether owned, hired,
leased or otherwise provided by the CONTRACTOR GROUP arising from or
relating to the performance of the CONTRACT;
and
|
(b)
|
personal
injury including death or disease to any person employed by the CONTRACTOR
GROUP arising from or relating to the performance of the CONTRACT;
and
|
(c)
|
subject
to any other express provisions of the CONTRACT, personal injury including
death or disease or loss of or damage to the property of any third party
to the extent that any such injury, loss or damage is caused by the
negligence or breach of duty (whether statutory or otherwise) of the
CONTRACTOR GROUP. For the purposes of this Clause 19.1(c) "third party"
shall mean any party which is not a member of the COMPANY GROUP or
CONTRACTOR GROUP.
|
19.2
|
The
COMPANY shall be responsible for and shall save, indemnify, defend and
hold harmless the CONTRACTOR GROUP from and against all claims, losses,
damages, costs (including legal costs) expenses and liabilities in respect
of:
|
(a)
|
loss
of or damage to property of the COMPANY GROUP arising from or related to
the performance of the CONTRACT located at the WORKSITE;
and
|
(b)
|
personal
injury including death or disease to any person employed by the COMPANY
GROUP arising from or relating to the performance of the CONTRACT;
and
|
(c)
|
subject
to any other express provisions of the CONTRACT, personal injury including
death or disease or loss of or damage to the property of any third party
to the extent that any such injury, loss or damage is caused by the
negligence or breach of duty (whether statutory or otherwise) of the
COMPANY GROUP. For the purposes of this Clause 19.2(c) "third party" shall
mean any party which is not a member of the CONTRACTOR GROUP or COMPANY
GROUP; and
|
(d)
|
loss
of or damage to such permanent third party oil and gas production
facilities and pipelines and consequential losses arising therefrom, as
specified and defined in and in accordance with Appendix 1 to Section I -
Form of Agreement where such loss or damage arises from or relates to the
performance of the CONTRACT. The provisions of this Clause 19.2(d) shall
apply notwithstanding the provisions of Clause
19.1(c).
|
19.3
|
Notwithstanding
the provisions of Clause 19.1(c) and except as provided by Clause 19.1(a),
Clause 19.1(b) and Clause 19.4 the COMPANY shall save, indemnify, defend
and hold harmless the CONTRACTOR GROUP from and against any claim of
whatsoever nature arising from pollution and/or contamination including
without limitation such pollution or contamination emanating from the
reservoir and/or from any equipment or property of the COMPANY GROUP or
the CONTRACTOR GROUP arising from or related to the performance of the
CONTRACT.
|
19.4
|
Notwithstanding
the provisions of Clause 19.2(c) and except as provided by Clause 19.2(a),
Clause 19.2(b), Clause 19.2(d) and Clause 19.10(b) the CONTRACTOR shall
save, indemnify, defend and hold harmless the COMPANY
GROUP
from
and against any
claim
of
whatsoever
nature
arising
from
pollution arising from or relating to the performance of the CONTRACT
where :
|
(a)
|
such
pollution occurs on the premises of the CONTRACTOR GROUP;
or
|
(b)
|
such
pollution originates from the property or equipment of the CONTRACTOR
GROUP whilst on
CONTRACTOR
GROUP
provided transportation between the premises of the
CONTRACTOR GROUP and the wellsite;
or
|
(c)
|
to
the extent of any negligence or breach of duty (whether statutory or
otherwise) of the CONTRACTOR GROUP, such pollution emanates from the
property or equipment of the CONTRACTOR
GROUP
which is located at the wellsite above the rotary table or
above the bottom of the vessel where WORK is performed from a vessel,
whichever is the higher, or pollution originating
from
any
property or
equipment of the CONTRACTOR GROUP whilst on COMPANY
GROUP provided
transportation.
|
19.5
|
Notwithstanding
the provisions of Clause 19.1(a) and except to the extent of fair wear and
tear, the COMPANY shall reimburse the CONTRACTOR in respect of loss of or
damage to property, materials or equipment of the CONTRACTOR GROUP which
occurs whilst in-hole below the rotary table except to the extent that
such damage is caused by the negligence or breach of duty (whether
statutory or otherwise) of the CONTRACTOR
GROUP.
|
19.6
|
Notwithstanding
the provisions of Clause 19.1(a), and except to the extent of fair wear
and tear, if the CONTRACTOR can demonstrate that the CONTRACTOR
GROUP’
s
equipment other than that located downhole has been subject to abnormal
damage (meaning damage which could not be reasonably expected) which has
resulted directly from corrosion, erosion or abrasion caused by the nature
of the well effluent, the CONTRACTOR shall be reimbursed for the costs of
repair or replacement resulting from such damage except to the extent that
such damage is caused by the negligence or breach of duty (whether
statutory or otherwise) of the CONTRACTOR GROUP. Where repair is possible,
the COMPANY shall, at its sole option, reimburse the CONTRACTOR in respect
of either the foregoing repair or replacement
costs.
|
19.7
|
Any
replacement cost for which the COMPANY is liable under Clause 19.5 and
Clause 19.6 shall be reimbursed to the CONTRACTOR subject to the deduction
of depreciation which shall be calculated from the substantiated date of
the original purchase or the last refurbishment as applicable of each item
or component part thereof, at the percentage rate per month applied to
such replacement cost up to a percentage maximum as set out in Appendix 1
to Section I - Form of
Agreement.
|
19.8
|
Notwithstanding
the provisions of Clause 19.1, the COMPANY shall save, indemnify, defend
and hold harmless the CONTRACTOR GROUP from and against any claim of
whatever nature relating to the costs of recovery of the property provided
by the CONTRACTOR GROUP lost overboard during transportation by the
COMPANY. Where the COMPANY elects to perform such recovery or is required
to do so to comply with its statutory obligations, except to the extent
that such claim arises as a consequence of the negligence or breach of
duty (whether statutory or otherwise) of the CONTRACTOR GROUP, such costs
shall include but not be limited to heavy lifting, uncovering and removal
of the property and (where applicable) work at or below the water line,
diving support, transportation to and from the agreed onshore
base
together with all costs of a similar nature. The COMPANY’
s
liability for wreck or debris removal shall include all direct and
indirect costs incurred to comply with any law, rule, regulation, license
or directive from a governmental, statutory or regulatory authority or
similar authority that may have jurisdiction over the wreck recovery or
debris removal.
|
19.9
|
Subject
to Clause 19.1 and Clause 19.4 but notwithstanding anything contained
elsewhere in the CONTRACT to the contrary, the COMPANY shall save,
indemnify, defend and hold harmless the CONTRACTOR GROUP against all
claims, losses, damages, costs (including legal costs) expenses and
liabilities resulting from:
|
(a)
|
loss
of or damage to any well or hole;
and
|
(b)
|
blow-out,
fire, explosion, cratering or any other uncontrolled well condition
(including the costs to control a wild well and the removal of debris);
and
|
(c)
|
damage
to any reservoir, geological formation or underground strata or the loss
of oil or gas therefrom.
|
19.10
|
(a)
|
Except
as provided by Clause 19.2, the CONTRACTOR shall save, indemnify, defend
and hold harmless the COMPANY GROUP from and against all claims, losses,
damages, costs (including legal costs), expenses and liabilities resulting
from the use of radioactive tools downhole or any contamination therefrom
(including retrieval and/or containment and clean up) to the extent that
such losses are caused by the negligence or breach of duty (statutoiy or
otherwise) of the CONTRACTOR GROUP. The CONTRACTOR’
s
liability arising therefrom shall be limited to the relevant sum specified
in Appendix 1 to Section I - Form of
Agreement.
|
(b)
|
Except
as provided by Clause 19.1(a) and Clause 19.1(b), the COMPANY shall save,
indemnify, defend and hold harmless the CONTRACTOR GROUP from and against
all such claims, losses, damages, costs (including legal costs), expenses
and liabilities in excess of the CONTRACTOR’
s
limit of liability referred to in Clause 19.10(a) and specified in
Appendix 1 to Section I - Form of
Agreement.
|
19.11
|
All
exclusions and indemnities save for those under Clause 19.1(c), Clause
19.2(c), Clause 19.4(c), Clause 19.5, Clause 19.6 and Clause 19.10 (a)
given under this Clause 19 and Clause 21 shall apply irrespective of cause
and notwithstanding the negligence or breach of duty (whether statutory or
otherwise) of the indemnified party or any other entity or party and shall
apply irrespective of any claim in tort, under contract or otherwise at
law.
|
19.12
|
If
either party becomes aware of any incident likely to give rise to a claim
under the above indemnities, they shall notify the other and both parties
shall co-operate fully in investigating the
incident.
|
19.13
|
Mutual
Waiver and Indemnity
|
(a)
|
For
the purpose of this Clause 19.13, the following definitions additional to
those set out in Clause 1 General Conditions of Contract for Well Services
- Edition 2 - March 2001 shall
apply:
|
|
(i)
|
"OTHER
CONTRACTOR" shall mean any other contractor engaged by the COMPANY to
perform work at the offshore WORKSITE or other wellsite and which has
entered into contract(s) with the COMPANY;
and
|
|
(ii)
|
"OTHER
CONTRACTOR GROUP" shall mean the OTHER CONTRACTOR, its subcontractors, its
and their AFFILIATES, its and their respective directors, officers and
employees (including agency personnel) but shall not include any member of
the COMPANY GROUP or the CONTRACTOR
GROUP.
|
(b)
|
Commencing
from the effective date on which any OTHER CONTRACTOR became bound by a
clause effectively containing the same undertaking as this Mutual Waiver
and Indemnity, in any contract which any OTHER CONTRACTOR has entered into
with the COMPANY, and for the duration that the OTHER CONTRACTOR remains
bound by the provisions of such clause, the CONTRACTOR shall save,
indemnify, defend and hold harmless the OTHER CONTRACTOR GROUP from and
against all claims, losses, damages, costs (including legal costs),
expenses and liabilities in respect of
:
|
|
(i)
|
loss
of or damage to property of the CONTRACTOR GROUP whether owned, hired,
leased or otherwise provided by the CONTRACTOR GROUP arising from or
relating to the performance of the CONTRACT;
and
|
|
(ii)
|
personal
injury including death or disease to any person employed by the CONTRACTOR
GROUP arising from or related to the performance of the CONTRACT;
and
|
|
(iii)
|
any
consequential loss sustained by the CONTRACTOR GROUP. Consequential losses
shall mean indirect losses and/or loss of production, loss of product,
loss of use and loss of revenue, profit or anticipated profit, arising
from or relating to the performance of the CONTRACT and whether or not
such losses were foreseeable at the time of entering into the
CONTRACT.
|
|
(c)
|
All
exclusions and indemnities given under this Mutual Waiver and Indemnity
shall apply irrespective of cause and notwithstanding the negligence or
breach of duty (whether statutory or otherwise) of the indemnified party
or any other entity or party and shall apply irrespective of any claim in
tort, under contract or otherwise at
law.
|
|
(d)
|
All
the CONTRACTOR’
s
insurances shall be endorsed to provide that underwriters waive any rights
of recourse, including in particular subrogation rights against the OTHER
CONTRACTOR and its AFFILIATES to the extent of the obligations assumed
herein.
|
20.1
|
The
CONTRACTOR shall arrange as a minimum the insurances set out in this
Clause 20 and ensure that they are in full force and effect throughout the
life of the CONTRACT. All such insurances shall be placed with reputable
and substantial insurers, satisfactory to the COMPANY, and shall for all
insurances (including insurances provided by SUBCONTRACTORS) other than
Employers Liability Insurance/Workmen’s Compensation to the extent of the
liabilities assumed by the CONTRACTOR under the CONTRACT, include the
COMPANY, CO-VENTURERS and its and their respective AFFILIATES as
additional assureds. All insurances required under this Clause 20 shall be
endorsed to provide that underwriters waive any rights of recourse,
including in particular subrogation rights against the COMPANY,
CO-VENTURERS and its and their respective AFFILIATES in relation to the
CONTRACT to the extent of the liabilities assumed by the CONTRACTOR under
the CONTRACT. Such insurances shall also where possible, provide that the
COMPANY shall be given not less than thirty (30) days' notice of
cancellation of or material change to cover. The provisions of this Clause
20 shall in no way limit the liability of the CONTRACTOR under the
CONTRACT.
|
20.2
|
The
insurances required to be effected under Clause 20.1 shall be as follows
(to the extent that they are relevant to the
WORK):
|
(a)
|
Employers
Liability and/or (where the jurisdiction of where the WORK is to be
performed or under which the employees employed requires the same)
Workmen’s Compensation insurance covering personal injury to or death of
the employees of the CONTRACTOR engaged in the performance of the WORK to
the minimum value required by any applicable legislation including
extended cover (where required) for working offshore or such greater sum
as is set out in Appendix 1 to Section I - Form of Agreement;
and
|
(b)
|
General
Third Party Liability insurance for any incident or series of incidents
covering the operations of the CONTRACTOR in the performance of the
CONTRACT, in an amount not less than that set out in Appendix 1 to Section
1 - Form of Agreement; and
|
(c)
|
Third
Party and Passenger Liability insurance and other motor insurance as
required by applicable jurisdiction;
and
|
(d)
|
Such
further insurances (if any) as set out in Appendix 1 to Section I - Form
of Agreement.
|
20.3
|
The
CONTRACTOR shall supply the COMPANY with evidence of such insurance on
demand.
|
20.4
|
The
CONTRACTOR shall procure that SUBCONTRACTORS are insured to appropriate
levels as may be relevant to their
work.
|
21.
|
CONSEQUENTIAL
LOSS
|
21.1
|
For
the purposes of this Clause 21 the expression "Consequential Loss" shall
mean indirect losses and/or loss of production, loss of product, loss of
use and loss of revenue, profit or anticipated profit, arising from or
related to the performance of the CONTRACT and whether or not such losses
were foreseeable at the time of entering into the
CONTRACT.
|
21.2
|
Notwithstanding
any provisions to the contrary elsewhere in the CONTRACT and except to the
extent of any agreed liquidated damages (including any predetermined
termination fees) provided for in the CONTRACT, the COMPANY shall save,
indemnify, defend and hold harmless the CONTRACTOR GROUP from the COMPANY
GROUFs own Consequential Loss and the CONTRACTOR shall save, indemnify,
defend and hold harmless the COMPANY GROUP from the CONTRACTOR GROUP’S own
Consequential Loss.
|
22.
|
CONFIDENTIALITY
|
22.1
|
The
CONTRACTOR shall at no time without the prior agreement of the COMPANY
either:
|
(a)
|
make
any publicity releases or announcements concerning the subject matter of
the CONTRACT; or
|
(b)
|
except
as may be necessary to enable the CONTRACTOR to perform its
obligations
under the CONTRACT, use, reproduce, copy, disclose to, place at the
disposal of or use on behalf of any third party or enable any third party
to use, peruse or copy any information including but not limited to
drawings, data, and computer software
which:
|
22.2
|
The
provisions of Clause 22.1 shall not apply to information
which:
|
(a)
|
is
part of the public domain; or
|
(b)
|
was
in the possession of the CONTRACTOR prior to award of the CONTRACT and
which was not subject to any obligation of confidentiality owed to the
COMPANY; or
|
(c)
|
was
received from a third party whose possession is lawful and who is under no
obligation not to disclose;
or
|
(d)
|
is
required to be disclosed in order to comply with the requirements of any
law, rule or regulation of any governmental or regulatory body having
jurisdiction over the WORK or the CONTRACTOR, or of any relevant stock
exchange; or
|
(e)
|
is
used or disclosed by the CONTRACTOR five (5) years or more after the
completion of the WORK.
|
22.3
|
The
CONTRACTOR shall ensure that the provisions of this Clause 22 are
incorporated in any SUBCONTRACT and that the officers, employees and
agents of the CONTRACTOR and of the SUBCONTRACTORS comply with the
same.
|
22.4
|
All
information provided by the CONTRACTOR which the CONTRACTOR wishes to
remain confidential shall be clearly marked as confidential provided
however that any such information relating to the CONTRACTOR’
s
pricing and trade secrets shall always be treated as confidential by the
COMPANY without any necessity on the part of the CONTRACTOR to clearly
mark as such. In respect of such confidential information, the COMPANY
shall be entitled to:
|
(a)
|
disclose
to and authorise use by the COMPANY GROUP;
and
|
(b)
|
disclose
pursuant to any statutory or other legal requirement;
and
|
(c)
|
subject
to the CONTRACTOR’
s
prior consent, which shall not be unreasonably withheld or delayed,
disclose to and authorise use by third parties to the extent necessary for
the execution and maintenance of the project in connection with which the
WORK is to be performed.
|
23.1
|
The
COMPANY shall have the right by giving notice to terminate all or any part
of the WORK or the
CONTRACT
at such time or times as the COMPANY may consider
necessary for any or all of the following
reasons:
|
(a)
|
to
suit the convenience of the COMPANY;
OR
|
(b)
|
subject
only to Clause 23.2 in the event of any default on the part of the
CONTRACTOR; OR
|
(c)
|
in
the event of the CONTRACTOR becoming bankrupt or making a
composition
or arrangement with its creditors or a winding-up order of the CONTRACTOR
being made or (except for the purposes of amalgamation or reconstruction)
a resolution for its voluntary winding-up passed or a provisional
Liquidator, Receiver, Administrator or Manager of its business or
undertaking appointed or presenting a petition or having a petition
presented applying for an administration order to be made pursuant to
Section 9 Insolvency Act 1986, or possession being taken by or on behalf
of the holders of any debenture secured by a Floating Charge of any
property comprised in or subject to the Floating Charge, or any equivalent
act or thing should be done or suffered under any applicable
law.
|
23.2
|
In
the event of default on the part of the CONTRACTOR and before the issue by
the COMPANY of an order of termination of all or any part of the WORK or
the CONTRACT, the COMPANY shall give notice of default to the CONTRACTOR
giving the details of such default. If the CONTRACTOR upon receipt of such
notice does not commence and thereafter continuously proceed with action
satisfactory to the COMPANY to remedy such default the COMPANY may issue a
notice of termination in accordance with the provisions of Clause
23.1.
|
23.3
|
In
the event of the COMPANY giving the CONTRACTOR notice of termination of
all or any part of the WORK or the CONTRACT, such notice shall become
effective on the date specified therein (or in the absence of any
specified date at the date of receipt of the
notice)
whereupon
the CONTRACTOR shall
immediately:
|
(a)
|
cease
performance of the WORK or such part thereof as may be specified in the
notice; and
|
(b)
|
allow
the COMPANY or its nominee full right of access to take over the WORK or
the relevant part of the WORK;
and
|
(c)
|
assign
to the COMPANY, or its nominee, to the extent desired by the COMPANY all
or the relevant parts of the rights, titles, liabilities and SUBCONTRACTS
relating to the WORK which the CONTRACTOR may have acquired or entered
into.
|
23.4
|
In
the event of termination under Clause 23.1(a) the CONTRACTOR shall be
entitled to payment as set out in Section III - Remuneration for the part
of the WORK performed in accordance with the CONTRACT together with such
other payments and fees as may be set out in that Section or in the
absence of any such provisions such reasonable costs as agreed between the
parties at the time of
termination.
|
23.5
|
In
the event of termination of part of the WORK in accordance with Clause
23.1(b) the CONTRACTOR shall be entitled to payment only as set out in
Section III - Remuneration for the part of the WORK performed in
accordance with the CONTRACT, Any additional costs reasonably incurred by
the COMPANY as a direct result of such termination shall be recoverable
from the CONTRACTOR. The CONTRACTOR’
s
liability in respect of such additional costs shall be limited to the sum
specified in Appendix 1 to Section I - Form of
Agreement.
|
23.6
|
In
the event of termination of all of the WORK or the CONTRACT in accordance
with Clause 23.1(b) or Clause 23.1(c) the following conditions shall
apply:
|
(a)
|
the
CON
TRACTOR
shall cease to be entitled to receive any money or monies on account of
the CONTRACT until the costs of completion and all other costs arising as
a result of the CONTRACTOR’S default or other events giving rise to the
termination have been finally
ascertained;
|
(b)
|
thereafter
and subject to any deductions that may be made under the provision of the
CONTRACT the CONTRACTOR shall be entitled to payment only as set out in
Section III - Remuneration for the part of the WORK completed in
accordance with the CONTRACT up to date of termination,
and
|
(c)
|
any
additional costs reasonably incurred by the COMPANY as a direct result of
the CONTRACTOR’
s
default or other events giving rise to termination shall be recoverable
from the CONTRACTOR. The CONTRACTOR’
s
liability in respect of such additional costs shall be limited to the sum
specified in Appendix 1 to Section I - Form of
Agreement.
|
23.7 |
(a)
|
In
the event of termination of the CONTRACT the rights and obligations of the
parties included in the following Sections and Clauses shall remain in
full force and effect:
|
(i)
|
Section
I - Form of Agreement; and
|
(ii)
|
Section
II - Conditions of Contract Clauses 4, 14, 15, 16, 17, 18, 19, 20, 21, 22,
23, 24, 25, 26, 27, 29 and 30;
and
|
(iii)
|
Such
additional Clauses and Special Conditions of Contract (if any) as are set
out in Appendix 1 to Section I - Form of
Agreement;
|
(b)
|
In
the event of termination of all or any part of the WORK the whole of the
CONTRACT shall remain in full force and
effect.
|
23.8
|
Notwithstanding
Clause 13.5, Clause 23.5 and Clause 23.6, should a suspension for any one
incident lead to termination of the WORK, the CONTRACTOR’
s
cumulative liability for the COMPANY’
s
additional costs in respect of that suspension and termination shall be
limited to the sum specified in Appendix 1 to Section I - Form of
Agreement.
|
24.1
|
During
the course of the WORK and for a period ending two (2) years thereafter,
the COMPANY or its duly authorised representative shall have the right to
audit at all reasonable times and, upon request, take copies of all of the
CONTRACTOR’S records, books, personnel records, accounts, correspondence,
memoranda, receipts, vouchers and other papers of every kind relating
to:
|
(a)
|
all
invoiced charges made by the CONTRACTOR on the COMPANY;
and
|
(b)
|
any
provision of this CONTRACT under which the CONTRACTOR has obligations the
performance of which is capable of being verified by
audit.
|
24.2
|
The
CONTRACTOR shall co-operate fully with the COMPANY and/or its
representatives in the carrying out of any audit required by the COMPANY.
The COMPANY will conduct any audit in a manner which will keep to a
reasonable minimum any inconvenience to the
CONTRACTOR.
|
24.3
|
The
CONTRACTOR shall obtain equivalent rights of audit to those specified
above from all SUBCONTRACTORS and will cause such rights to extend to the
COMPANY.
|
25.1
|
The
CONTRACTOR shall not claim any lien, charge or the like on the WORK or on
any property of the COMPANY in the possession of the CONTRACTOR or at the
WORKSITE.
|
25.2
|
Without
prejudice to any other provisions of this Clause 25, the CONTRACTOR shall
save, indemnify, defend and hold harmless the COMPANY from and against all
liens, attachments, charges or claims by any SUBCONTRACTORS in connection
with or arising out of the
CONTRACT.
|
25.3
|
The
CONTRACTOR shall immediately notify the
COMPANY
of any possible lien, attachment, charge or claim which may
affect the WORK or any part
thereof.
|
25.4
|
If
at any time there is evidence of any lien, attachment, charge or claim to
which, if established, the COMPANY or its property might be subjected,
whether made by any persons against the CONTRACTOR or made by any
SUBCONTRACTOR against the COMPANY, then the COMPANY shall have the right
to withhold and/or set off or otherwise recover from the CONTRACTOR such
sum of money as will fully indemnify the COMPANY against any such lien,
attachment, charge or claim.
|
25.5
|
Before
withholding any payment due to the CONTRACTOR in accordance with Clause
25.4, the COMPANY shall give to the CONTRACTOR a reasonable opportunity to
demonstrate that the purported lien, attachment, charge or claim is either
unenforceable or is covered by the provisions of an enforceable policy of
insurance.
|
25.6
|
For
the purpose of this Clause 25 references to the COMPANY shall include the
CO- VENTURERS and its and their AFFILIATES and references to the
CONTRACTOR shall include its
AFFILIATES.
|
26.1
|
The
COMPANY shall be entitled to terminate the WORK and to recover from
the
CONTRACTOR
the amount of any loss or damage resulting from such a termination if any
member of the CONTRACTOR GROUP shall in relation to the CONTRACT, have
committed any act whether before, on or after THE EFFECTIVE DATE OF
COMMENCEMENT OF THE CONTRACT, which is an offence under the Prevention of
Corruption Acts 1889 - 1916, or any statutory amendment, modification or
re- enactment thereof, or would have constituted such an offence
if;
|
(a)
|
such
member of the CONTRACTOR GROUP, not being an agent hereunder, was deemed
for this purpose to be an agent;
or
|
(b)
|
the
act, having been committed outside the United Kingdom had been committed
within the United Kingdom; or
|
(c)
|
the
CONTRACTOR, having been requested to do so by the COMPANY, refuses to
remove from the WORK the member of the CONTRACTOR GROUP who has committed
the relevant act.
|
27.2
|
Retention
of Rights
|
27.3
|
CONTRACTOR’
s
AFFILIATES
|
27.4
|
Independence
of the CONTRACTOR
|
27.5
|
Proper
Law and Language
|
27.6
|
Notices
|
(a)
|
if
delivered by hand, at the time of delivery;
or
|
(b)
|
if
sent by telex or telefax, on the first working day at the recipient
address following the date of sending;
or
|
(c)
|
if
sent by first class post, forty eight (48) hours after the time of
posting,
|
27.7
|
Status
of COMPANY
|
(a)
|
the
CONTRACTOR agrees to look only to the COMPANY for the due performance of
the CONTRACT and nothing contained in the CONTRACT will impose any
liability upon, or entitle the CONTRACTOR to commence any proceedings
against any CO-VENTURER other than the COMPANY;
and
|
(b)
|
the
COMPANY is entitled to enforce the CONTRACT on behalf of all CO- VENTURERS
as well as for itself. For that purpose the COMPANY may commence
proceedings in its own name to enforce all obligations and liabilities of
the CONTRACTOR and to make any claim which any CO- VENTURER may have
against the CONTRACTOR; and
|
(c)
|
All
losses, damages, costs (including legal costs) and expenses recoverable by
the COMPANY pursuant to the CONTRACT or otherwise shall include the
losses, damages, costs (including legal costs) and expenses of the
COMPANY’
s
CO-VENTURERS and its and their respective AFFILIATES except that
such losses, damages, costs (including legal costs) and expenses shall be
subject to the same limitations or exclusions of liability as are
applicable to the COMPANY or the CONTRACTOR under the
CONTRACT.
|
27.8
|
Entire
Agreement
|
27.9
|
Mitigation
of Loss
|
27.10
|
Extent
of Exclusion or Limitation of
Liability
|
27.11
|
Invalidity
and Severability
|
27.12
|
Interpretation
of Well Data
|
28.
|
RESOLUTION
OF DISPUTES
|
28.1
|
Any
dispute between the COMPANY and the CONTRACTOR in connection with or
arising out of the CONTRACT or the WORK shall be resolved by means of the
following procedure:
|
(a)
|
the
dispute shall initially be referred to the COMPANY REPRESENTATIVE and
CONTRACTOR REPRESENTATIVE who shall discuss the matter in dispute and make
all reasonable efforts to reach an
agreement;
|
(b)
|
if
no agreement is reached under Clause 28.1(a) the dispute shall be referred
to the two persons named in Appendix 1 to Section I - Form of Agreement.
Such persons are nominated one by the COMPANY and one by the CONTRACTOR.
Such persons may be replaced by the party which nominated them by notice
to the other party ;
|
(c)
|
if
no agreement is reached under Clause 28.1(b) the dispute shall be referred
to the Managing Directors of the COMPANY and the
CONTRACTOR.
|
28.2
|
In
the absence of any agreement being reached on a particular dispute either
party may take appropriate action in the Courts to resolve the dispute at
any time.
|
28.3
|
Whilst
any matter or matters are in dispute, the CONTRACTOR shall proceed with
the execution and completion of the WORK and both the CONTRACTOR and the
COMPANY shall comply with all the provisions of the
CONTRACT.
|
29.
|
CONTRACTS
(RIGHTS OF THIRD PARTIES) ACT
|
29.1
|
Subject
to Clause 29.3, the parties intend that no provision of the CONTRACT
shall, by virtue of the Contracts (Rights of Third Parties) Act 1999 ("the
Act") confer any benefit on, nor be enforceable by any person who is not a
party to the CONTRACT.
|
29.2
|
For
the purpose of this Clause 29, "Third Party" shall mean any member of the
COMPANY GROUP (other than the COMPANY) or CONTRACTOR GROUP (other than the
CONTRACTOR) or in respect of the provisions of Clause 19.13 hereof, the
OTHER CONTRACTOR GROUP.
|
29.3
|
Subject
to the remaining provisions of the
CONTRACT,
|
(a)
|
Clause
17.7, Clause 17,8, Clause 19, Clause 20 and Clause 21 are intended to be
enforceable by a Third Party;
and
|
(b)
|
Clause
27.3 is intended to be enforceable by the AFFILIATES of the CONTRACTOR by
virtue of the Act.
|
29.4
|
Notwithstanding
Clause 29.3, the CONTRACT may be rescinded, amended or varied by the
parties to the CONTRACT without notice to or the consent of any Third
Party even if, as a result, that Third Party’s right to enforce a term of
this CONTRACT may be varied or
extinguished.
|
29.5
|
The
rights of any Third Party under Clause 29.3 shall be subject to the
following
|
(a)
|
any
claim, or reliance on any term of the CONTRACT by a Third Party against a
party to the CONTRACT shall be notified in writing in accordance with the
requirements of Clause 19.12 and Clause 27.6 by such Third Party to each
party to the CONTRACT as soon as such Third Party becomes aware that an
event is likely to give rise to such a claim and such notification shall
contain the following information as a
minimum:
|
(i)
|
details
of the occurrence giving rise to the claim;
and
|
(ii)
|
the
right relied upon by the Third Party under the
CONTRACT,
|
(b)
|
the
provisions of Clause 28 shall apply in respect of any claim by a Third
Party in that the relevant parties agree to resolve any dispute between
them in a prompt and amicable manner by adopting the provisions of Clause
28.
|
(c)
|
the
Third Party’s written agreement to submit irrevocably to the jurisdiction
of the English Courts in respect of all matters relating to such
rights.
|
29.6
|
In
enforcing any right to which it is entitled by virtue of the Act and the
provisions of this CONTRACT, the remedies of a Third Party shall be
limited to damages.
|
29.7
|
A
Third Party shall not be entitled to assign any benefit or right conferred
on it under this CONTRACT by virtue of the
Act.
|
30.1
|
When
applicable the COMPANY and the CONTRACTOR shall each apply to HM Customs
and Excise for Shipwork End Use (SEU) and shall also where appropriate
apply for Inward Processing Relief (IPR), Outward Processing Relief (OPR)
and Returned Goods Relief (RGR) for their respective import, export and
re-import of materials, goods, tools, equipment and supplies required for
the CONTRACT.
|
30.2
|
The
CONTRACTOR undertakes to import, export and re-import any items for the
WORK which are subject to Customs control in such a way as to enable
maximum advantage to be taken of HM Customs and Excise
procedures.
|
30.3
|
The
COMPANY and the CONTRACTOR shall each develop with government authorities,
customs procedures for their respective export to the WORKPOINT and
re-import from the WORKPOINT of all materials, goods, tools, equipment and
supplies to be provided under the
CONTRACT.
|
30.4
|
The
COMPANY and the CONTRACTOR shall each respectively be accountable and
liable for compliance with Customs procedures based on each party being a
Customs authorised trader and who is in possession (not ownership) of the
items subject to Customs control at any given
time.
|
30.5
|
For
the purpose of this Clause 30, "WORKPOINT" shall mean an offshore location
or vessel from which exploration or exploitation of oil and/or gas is
carried out.
|
30.6
|
The
CONTRACTOR shall pay and make payment at such times when due and payable,
all import / export licenses and import/export taxes and duties on
materials, goods, tools, equipment and supplies required for the CONTRACT
and imported or exported by the
CONTRACTOR.
|
30.7
|
Where
equipment and materials are sold to the COMPANY under the CONTRACT the
CONTRACTOR shall :
|
(a)
|
prepare
and provide to the COMPANY full documentation to show and certify all
information regarding items subject to Customs control, including the
origin, customs status and customs commodity code number as may
be
necessary
for the COMPANY to minimise or nullify the effect of customs duty on such
items; and
make
available on a confidential basis to HM Customs and Excise all data
reasonably necessary to enable the CONTRACTOR to obtain the maximum
benefits in terms of reliefs and shall pass all such benefits in full to
the COMPANY; and
inform
the COMPANY without delay in the event that the CONTRACTOR is unsuccessful
in any application for reliefs. In such event, the COMPANY shall have the
option to import or export or re-import any items affected under its own
authorised
procedure.
|
WELL SER VICES
SECTION I - FORM OF
AGREEMENT
|
|
(SAMPLE)
|
1)
|
the
COMPANY wishes that the WORK shall be carried out, all as described in the
CONTRACT; and
|
2)
|
the
CONTRACTOR wishes to carry out the WORK in accordance with the terms of
the CONTRACT.
|
1)
|
in
the CONTRACT all capitalised words and expressions shall have the meanings
assigned to them in this FORM OF AGREEMENT or elsewhere in the CONTRACT.
Such words and expressions shall have the same defined meaning whether
used in the singular or the
plural.
|
2)
|
the
following Sections shall be deemed to form and be read and construed as
part of the CONTRACT:
|
3)
|
In
accordance with the terms and conditions of the CONTRACT, the CONTRACTOR
shall perform and complete the WORK and the COMPANY shall pay the CONTRACT
PRICE,
|
4)
|
The
terms and conditions of the CONTRACT shall apply from the date specified
in Appendix 1 to this Section I - Form of Agreement which date shall be
the EFFECTIVE DATE OF COMMENCEMENT OF THE
CONTRACT.
|
5)
|
The
duration of the CONTRACT shall be as set out in Appendix 1 to this Section
I
Form
of Agreement.
|
For:
|
For:
|
(CONTRACTOR)
|
(COMPANY)
|
Name:
|
Name:
|
Title:
|
Title:
|
Date:
|
Date:
|
Clause
4
|
The
EFFECTIVE DATE OF COMMENCEMENT OF THE CONTRACT
is
|
The
COMPANY designated heliport is
__________________________________________
|
|
Clause 5.1
|
The
COMPANY designated supply base
is _______________________________________
|
The
defects notification periods are
|
|
Clause 10.1
|
(a)
______________________________________________________________________
|
(b)
______________________________________________________________________
|
|
Limit
of liability for defective WORK:
|
|
Clause 10.2
|
The
sum
is ________________________________________________________________
|
Limit
of liability for additional costs:
|
|
Clause 10.4
|
The
sum
is ________________________________________________________________
|
Limit
of liability for additional costs for suspension:
|
|
Clause 13.5
|
The
sum
is ________________________________________________________________
|
The
period of suspension
is ___________________________________________________
|
|
Clause 13.8
|
Latest
time for receipt of invoices after completion of the whole of the
WORK __________
|
Clause 14.3
|
The
address for invoicing
is ___________________________________________________
|
Clause 14.5
|
Interest
rate per annum - Base Rate plus ___________ percent
p.a.
|
Clause 14.9
|
Rights
shall vest
in __________________________________________________________
|
Clause 17.4
|
This
indemnity is given in respect of the following property and is subject to
any exclusions or limitations specified below:
|
Clause
|
(i)
Property directly affected by the
WORK ________________________________________
|
19.2(d)
|
(ii)
Other
property ___________________________________________________________
|
•
|
details
of common areas of concern which give rise to consistent modifications to
material terms of the Contract through custom and
usage,
|
•
|
case
histories of the model contracts being either helpful or unhelpful with
specific detail of why that was so,
|
•
|
recommendations
to develop the scope of existing model contracts or additional models
which would serve the industry
well,
|
•
|
suggested
modifications or additions to the guidance
notes.
|
Note:
|
At
the time of printing, consideration is being given to a Model Contracts
web page to be constructed as part of the LOGIC website -
www.logic-oil.com
Use of this medium, when available, for feedback is
recommended.
|
Eric
Johnston
|
Amerada
Hess Limited Shell UK Limited
Santa Fe Drilling Company (North Sea)
|
Chairman
|
Roger
Reynolds
|
Limited/International
Association of Drilling Contractors
|
Secretary
|
David
Bell
|
Wood
Group Engineering Limited/Offshore Contractors
Association
|
|
Nick
Brown
|
Talisman
Energy (UK) Limited ALSTOM Power UK Limited
Coflexip
Stena Offshore Limited/International Marine Contractors
Association
|
|
Jacquelynn
Craw
|
Shell
UK Limited
|
|
Barry
Coulson
|
Trinity
International Services Ltd/Offshore Contractors
Association
|
|
Denise
Greenhalgh
|
BP
Exploration Operating Company Limited
BJ
Services Company/Well Services Contractors
Association
|
|
Peter
Holland Stuart
|
U.K.Offshore
Operators Association
|
|
|
||
MacBride
|
|
|
Alan
Mclnnes
|
||
Jack
Meredith
|
||
David
Odling
|
||
Mark
Watson
|
1.
|
Structure of the
Contract
|
1.1
|
The
structure of the Contract that has been assumed is set out in the Sample
Form of Agreement attached to the General Conditions of Contract. There, a
number of Sections are listed which, in some cases, are referred to in the
General Conditions of Contract. The document has been drafted in this way
in an attempt to make the use and understanding of Contracts as easy as
possible. It is however recognised that some Operating Companies and Main
Contractors may not wish to set out their Contracts in this way. If
certain of the Sections listed are not required, this can easily be taken
into account in the Special Conditions of Contract (Section II b) by
including a Clause which details where the relevant information can be
found and changes all references to discarded
Sections.
|
1.2
|
A
Form of Agreement must of course be drafted taking into account the
specific Contract to which it relates. The Sample Form should not however
require much if any alteration. The Appendix 1 attached to the Form of
Agreement must however be completed for each Contract as discussed
below.
|
1.3
|
Attached
to the Sample Form of Agreement is an Appendix 1 which refers to various
Clauses included in the General Conditions of Contract. Such Clauses are
drafted in a manner that each individual Operating Company or Main
Contractor can include its own requirements for matters such as insurances
etc. in the Appendix.
|
1.4
|
The
General Conditions of Contract may be supplemented by Special Conditions
as provided for in the Sample Form of Agreement. Such Special Conditions
should include any additional matters for a specific contract which are
not dealt with in the General Conditions. In addition the Special
Conditions may modify or delete certain Clauses included in the General
Conditions, but it is hoped that Operating Companies and Main Contractors
will only modify the General Conditions when such modifications are
considered to be essential.
|
1.5
|
Included
in Appendix 1 are two important entries which define the period of the
Contract. These are the Effective Date of Commencement of the Contract and
the duration of the Contract.
|
1.6
|
The
whole of the contract document has been drafted with the aim of keeping
the wording as simple and short as reasonably possible but
comprehensive.
|
1.7
|
In
the preparation of the General Conditions of Contract, no attempt has been
made to comply fully with the relevant provisions of the Housing Grants,
Construction and Regeneration Act 1996 since it appears that such
provisions do not apply to the types of work which it is anticipated will
be carried out under the various Model
Contracts.
|
1.8
|
When
issuing invitation to tender documents it is anticipated that the General
Conditions
of Contract will not be included in such documents but will be
incorporated by reference in resulting contracts and simply referred to in
tender documents.
|
2.
|
Comments on Specific
Clauses included in the General Conditions of
Contract.
|
2.1
|
Clause 1 - Definitions
Clause 1.1 - 'Affiliate'
|
2.2
|
Clause 4 -
Contractor’s General Obligations
Clause
4.5(b)
|
2.3
|
Clause 6 - Contractor
to Inform Itself
|
2.4
|
Clause 8 - Assignment
and Subcontracting Clause 8.1 -
Assignment
|
2.5
|
Clause 10 - Defective
Performance
|
2.6
|
Clause 11 -
Variations
|
2-7
|
Clause 12 - Force
Majeure
|
2.8
|
Clause 13 -
Suspension
|
2.9
|
Clause 14 - Terms of
Payment
|
2.10
|
Clause 15 - Taxes and
Taxation Exemption
Certificates
|
2.11
|
Clause 16 -
Ownership
|
2.12
|
Clause 17 - Patents
and Other Proprietary Rights
|
2.13
|
Clause 18 - Laws and
Regulations
|
2.14
|
Clause 19 -
Indemnities
|
(a)
|
Where
the Company has obtained an indemnity from a third party, such as another
Operating Company, in respect of items of its property affected by the
Work, such agreement should specify that the indemnity extends to the
Contractor Group. The Company should disclose to the Contractor details of
such indemnity.
|
|
(b)
|
Where
an indemnity of the type discussed in (a) only commences above a specified
value, insurance for claims up to such amount must be considered. If the
Contractor is to insure such risk, clearly it must pass the cost back to
the Company.
|
|
(c)
|
Similarly,
where the Company leases substantial items, every effort should he made to
include the Contractor Group in any indemnity given to the Company in
respect of such property.
|
|
(d)
|
As
an alternative to Clause 19.13, on Worksites where a number of contractors
will be working in close proximity to each other, (for example a
maintenance contractor on a platform where the Contractor is to install a
new fabrication or, in the case of an FPSO, contractors engaged in subsea
work), consideration should be given both by the Company and by the
various contractors involved, to the use of a stand alone mutual hold
harmless agreement, signed by all the relevant parties. By the use of a
suitable document the parties can define their obligations to each other
in respect of a particular project, thereby simplifying insurance
arrangements and minimising costs.
|
2.15
|
Clause 20 - Insurance
by Contractor
|
2.16
|
Clause 21 -
Consequential Loss
|
2.17
|
Clause 23 -
Termination
|
2.18
|
Clause 28 - Resolution
of Disputes
|
2.19
|
Clause 29 - Contracts
[Rights of Third Parties)
Act
|
2.20
|
Clause 30 - Customs
Procedures
|