compensation and basis of allocation of costs. 1. The Company agrees to reimburse the Manager for all direct and indirect costs and expenses reasonably incurred by the Manager in connection with the provision of the Management Services (the “Costs and Expenses”); provided that only those costs and expenses which are wholly and exclusively or otherwise properly attributable to the provision and coordination of provision of the Management Services and beneficial to the Company shall be included in such Costs and Expenses. 2. The Company shall pay to the Manager a management fee equal to eight percent (8%), or such other amount to be agreed between the Company and the Manager, of the Costs and Expenses less services that the Manager procures from third parties or members of the Seadrill Group which may be passed onto the Company without a management fee where the Manager does not add value (the “Management Fee”). 3. The basis of the allocation of costs to the Company shall be undertaken as set out in Schedule 1. 4. The Management Fee shall be invoiced by the Company monthly or quarterly in arrears. Within thirty (30) days following the end of each month or calendar quarter, as applicable, the Manager shall prepare a statement of Costs and Expenses incurred in providing the Management Services, setting forth the basis for calculation, in such detail as is reasonably required. The Manager shall then deliver an invoice to the Company for such costs together with the corresponding management fee. The Company shall pay the charges within thirty (30) days of receipt of the Manager’s invoice. 5. All sums payable under this Agreement are exclusive of VAT and any other duty or tax, which shall (if and to the extent applicable) be payable by the Company at the rate and in the manner from time to time prescribed by law, subject to receipt by the Company of a valid VAT invoice. 6. Except as otherwise expressly provided in this Agreement or otherwise agreed in writing between the Parties, each Party shall be responsible for its own costs incurred preparing and performing its obligations under this Agreement.
Appears in 18 contracts
Samples: Management and Administrative Services Agreement (Seadrill Partners LLC), Management and Administrative Services Agreement (Seadrill Partners LLC), Management and Administrative Services Agreement (Seadrill Partners LLC)
