EXHIBIT 10.18
TECHNICAL ASSISTANCE AGREEMENT
THIS AGREEMENT is made and entered into effective the 8th day of March,
1992, by and between XXXXX XXXXXXXX PETROLEUM COMPANY LIMITED (hereinafter
referred to as OPERATOR), and LIBERTY TECHNICAL SERVICES LTD., (hereafter
referred to as "TECHNICAL Adviser"), both companies (hereinafter collectively
referred to as "the Parties") being incorporated and existing under the lows of
the Federal Republic of Nigeria, (hereinafter referred to as "NIGERIA").
WHEREAS XXXXX XXXXXXXX PRTROLEUM COMPANY LIMITED and LIBERTY TECHNICAL
SERVICES LTD. are Parties to that certain Joint Operating Agreement of even date
herewith, covering petroleum operations on block 309, Nigeria (hereinafter
referred to as "JOA"). wherein XXXXX XXXXXXXX PETROLEUM COMPANY LIMITED is
designated as the Operator and LIBERTY TECHNICAL SERVICES LTD. is designated as
the Technical Adviser, and
WHEREAS, XXXXX XXXXXXXX PETROLEUM COMPANY LIMITED requires certain
administrative and technical assistance in carrying out its duties and
responsibilities as Operator under the JOA; and
WHEREAS, LIBERTY TECHNICAL and its affiliated companies have the necessary
qualified, administrative technical and professional personnel to assist XXXXX
XXXXXXXX PETROLEUM COMPANY LIMITED in carrying out its duties and
responsibilities as Operator.
Now, therefore, in consideration of the premises and mutual covenants
contained herein, the Parties hereby agree as follows:
1. DEFINITIONS
Except as otherwise defined herein, the teams used herein shall have the
same meaning as set forth in the JOA.
11. TECHNICAL Adviser AND ASSISTANCE
2.1 Designation: In accordance with JOA, the Parties designate LIBERTY
TECHNICAL SERVICES Technical Adviser for OPL 309 and LIBERTY TECHNICAL
SERVICES agrees to accept and perform the responsibilities and duties
associated therewith.
2.2 Duties and Responsibilities: The Technical Adviser has to general
responsibility of assisting XXXXX XXXXXXXX PETROLEUM COMPANY LIMITED in
carrying out is responsibilities as Operator for OPL 309 and, in so doing,
to further assist in establishing itself as a fully competent petroleum
company holding international recognition to fulfill its responsibilities,
the Technical Adviser shall:
a) In accordance with the JOA establish a Technical Transfer Plan in
conduction with XXXXX XXXXXXXX PETROLEUM COMPANY LIMITED.
b) carry out the duties and responsibilities assigned to the Technical
Adviser in the JOA subject to the laws of Nigeria, and
c) in accordance with the JOA hereof, provide XXXXX XXXXXXXX PETROLEUM
COMPANY LIMITED with assistance and guidance in the development and
execution of training plans and programs in order to develop competent
Nigerian personnel, and
2.3 Working Relationship:
a) In the conduct of the Joint Operations contemplated in the JOA, the
technical Adviser and XXXXX XXXXXXXX PETROLEUM COMPANY LIMITED shall
fully consult with each other on a regular basis, in a harmonious
manner and as frequently as may be required, for the purpose of
reviewing and scheduling the activities being carried out under this
Agreement.
b) Nothing contained herein shall be construed as representing any
assignment by XXXXX XXXXXXXX PETROLEUM COMPANY LIMITED of its
responsibility as Operator of OPL 309. LIBERTY TECHNICAL SERVICES LTD.
shall always fulfill its responsibilities and perform the duties
described herein under the general direction of the Operator.
2.4 Training:
1. In providing the training assistance, the Technical Adviser shall, in
accordance with training plans and programs approved by the Operating
committee, do all that can be reasonable required to result in each
Nigerian employee of the Operator, reaching the highest possible level
of qualification. Without limiting the generality of the foregoing, it
is contemplated that the Technical Adviser shall:
a) assist XXXXX XXXXXXXX PETROLEUM COMPANY LIMITED in the
development of training programs, both for separate individuals
and groups of trainees.
2b. such Technical Assistance and Training Committee shall operate in
Advisery capacity only and any decision or advice taken or given
respectively shall be subject to the approval of the Operating
Committee.
111. ESTABLISHMENT OF PRESENCE IN NIGERIA
3.1 Offices and Employment: XXXXX XXXXXXXX PETROLEUM COMPANY LIMITED
acknowledges and recognizes that the services to be provided by the
Technical Adviser will require the Technical Adviser to establish separate
offices of its own in Nigeria, the number of employees required to perform
such services will be at the sole discretion of the Technical Adviser;
however, the Technical Adviser warrants that it will employ no more that
the number of employees with may reasonable be required to carry out such
services.
3.2 Personnel: Any of LIBERTY TECHNICAL SERVICES LTD. or its affiliates=
personnel performing services under this Agreement shall remain at all
times the employees of LIBERTY TECHNICAL SERVICES LTD. or its affiliates
and shall not, for any purposes, be regarded as employees of XXXXX XXXXXXXX
PETROLEUM COMPANY LIMITED. LIBERTY TECHNICAL SERVICES LTD. or its
affiliates shall remain solely responsible for the payment of their
salaries and benefits. LIBERTY TECHNICAL SERVICES LTD. may, at any time,
transfer and replace any such personnel.
3.3 Visas and Work Permits: In those cases where the Technical Adviser
determines it is necessary to fill a vacant position in its organization
with an expatriate employee, XXXXX XXXXXXXX PETROLEUM COMPANY LIMITED
pledges, if necessary, to use its good offices to assist in obtaining any
visas, work permits or other like permits which may be required by the
Government.
V - CONFIDENTIALITY
5.1 confidential data and Information: Each Party undertakes that, without the
prior written consent of all the other Parties, it will treat as
confidential and prevent disclosure to any third parties of all data and
information relating to the License area or operations undertaken pursuant
to this agreement. This obligation shall continue throughout the term of
this Agreement or for five (5) years following termination of the License,
whichever is the later. Consent is hereby given for each Party such
information and data to its Affiliate and to persons and contractors
engaged by the Operator and/or the Technical Adviser to the extent required
for efficiently carrying out Joint Operations, to counsellors of any party
including legal counsel, lending organizations and external professional
consultants used by any Party to secure financing auditors, and prospective
third party assignees provided that such Affiliates and such other parties
accept a strict obligation to maintain the confidential nature of the date
of information disclosed and not to divulge such data or information to
other parties without prior written consent. With respect to all parties
other than affiliates, acceptance of the confidentiality obligation set
forth in the the previous sentence shall be in writing. The provisions of
this Article shall not apply to data or information which, through no fault
of the disclosing Party, has become a part of the public domain. The
provisions of this Article have no application to any disclosure required
by the applicable laws and regulations. however, prior to any such
disclosure, the disclosing Party shall inform the other Parties with as
mush notice as possible so that they may have the opportunity to contest
the government=s right to require such disclosure.
5.2 Trading Rights: The Operator and/or the Technical Adviser nay, only with
the prior written approval of the Operating Committee and on such terms and
conditions as it may determine, exchange any such data and information for
other similar data and information and the Operator and/or the Technical
Adviser shall promptly provide the Parties with a conformed copy of the
agreement relating to such exchange and all such data and information.
VI - ASSIGNMENTS
6.1 Limitations on Assignments: PARTIES may assign this Agreement to any of
their parents affiliates or subsidiaries, and may subcontract any other
services to be provided hereunder to a parent, affiliate, subsidary o third
party. Provided that the consent of the other party is sought and obtained
prior to any such assignment.
ASSIGNMENT
6.1a)LIBERTY TECHNICAL SERVICES LTD hereby assigns its obligations and duties
rights as outlined in this agreement and the Joint Venture Agreement along
with its attached operating and accounting procedures to ABACAN
International Resource Management Inc., and its affiliated companies in
Nigeria.
VII - TERM
7.1 Term: Unless otherwise mutually agreed by the Parties hereto, this
Agreement shall continue enforce until such time as Liberty Technical
Services limited divests itself o fall its rights, title and interest in
OPL 309 or the Oil mining Lease covering OPL:309 upon its termination or
for a period of ten years, whichever occurs first.
VIII - ARBITRATION
8.1 Any dispute arising out or in connection with this Agreement, including any
question regarding its existence, validity or termination, shall be
referred to and finally resolved by arbitration under the Rules of the
London court or international Arbitration, with Rules are deemed to be
Incorporated by reference into this clause;
The governing law of the Agreement shall be the substantive law of NIGERIA.
The tribunal shall consist of a three/member tribunal and two of them shall
be nominated by the parties on the two respective sides.
The place of arbitration shall be London, England. the language of the
arbitration shall be English.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed
in duplicate by their authorized representatives effective as to the day and
year first above written.
By: /s/ T.B. Folawiyo
______________________________
T.B. Folawiyo
Executive Director
XXXXX XXXXXXXX PETROLEUM COMPANY LIMITED
By: /s/ Xxxx X. Cherwayko
_______________________________
Xxxx X. Cherwayko
President
LIBERTY TECHNICAL SERVICES LTD
