Exhibit 10.20
TECHNICAL ASSISTANCE AGREEMENT
BETWEEN
OPTIMUM PETROLEUM DEVELOPMENT LIMITED
AND
AGBARA RESOURCES LIMITED
NIGERIAN OIL PROSPECTING LICENCE 310
Ince & Co.
Xxxxxxx Xxxxx
00 Xxxxxx Xxxxxx
Xxxxxx XX0X 0XX
Tel: 0000 000 0000
Fax: 0000 000 0000
Ref: OW/JL/KAG/79/60/440
THIS TECHNICAL ASSISTANCE AGREEMENT is made effective as of the effective date
of the Joint Venture Agreement, and between:
(1) OPTIMUM PETROLEUM DEVELOPMENT LIMITED, of 00X, Xxxxxxx Xxxx Xxxxx,
Xxxxxxx (hereinafter referred to as the "Owner/Operator"); and
(2) AGBARA RESOURCES LIMITED, of 0xx Xxxxx, Xxxxxxxx Xxxxx, 00 Xxxxxxxxx
Xxxx, Xxxxx, Xxxxx, Xxxxxxx, (hereinafter referred to as "Technical Partner")
WHEREAS:
(a) The Owner/Operator and the Technical Partner are parties to a Joint
Venture Agreement ("JVA") in respect of Concession Block 310 and associated Oil
Prospecting Licence 310 ("OPL 310") together with any renewal or extension OPL
for Concession Block 310 and/or Oil Mining Lease 310 ("OML 310") as appropriate;
(b) In accordance with the terms of the JVA, the parties have agreed to
enter into a Development Phase Joint Operating Agreement ("JOA") within 120 days
of the date of the JVA to be prepared by the Technical Partner for the purpose
of governing present and future Joint Operations on Concession Block 310;
(c) The Owner/Operator requires certain administrative and technical
assistance in performing its duties and responsibilities as Owner/Operator
pursuant to the JOA;
(d) The Technical Partner has qualified administrative, technical and
professional personnel necessary to assist Owner/Operator in performing its
duties and responsibilities as Owner/Operator under the JOA to be entered into
and has agreed to do so in accordance with the provisions of this Agreement, the
JVA and the JOA;
(e) The Owner/Operator expressly acknowledges and accepts that the Technical
Partner may wish to out source and/or subcontract any or all aspects of Joint
Operations to Abacan Technical Services Limited or any other affiliated company
whilst continuing to act as Technical Partner.
NOW THEREFORE in consideration of the premises and mutual covenants contained
herein, the Parties hereby agree as follows:
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ARTICLE I
DEFINITIONS
1.1 Except as otherwise defined herein, the terms used herein shall have the
same meaning as set forth in the JVA.
1.2 The following words and expressions shall have the meanings respectively
set opposite to them:
"JOINT VENTURE AGREEMENT" OR "JVA" means the Joint Venture Agreement between the
Owner/Operator and the Technical Partner in respect of Concession Block 310.
"JOINT OPERATING AGREEMENT" OR "JOA" means the Development Phase Joint Operating
Agreement, the Exploration and Production Phase Joint Operating Agreement and/or
the Decommissioning Phase Joint Operating Agreement, as the case may be to be
entered into between the Parties during the term of OPL 310 and/or OML 310 as
appropriate including any renewal or extension thereof, in compliance with
provisions of Article X of the JVA and which agreement shall govern all present
and future Joint Operations performed on Concession Block 310.
"PARTIES" means the Owner/Operator and the Technical Partner.
"TECHNICAL ASSISTANCE AGREEMENT" OR "AGREEMENT" means this Technical Assistance
Agreement which is attached as a schedule to the Joint Venture Agreement.
1.3 Wherever any provision of any schedule to this Agreement conflicts with
any provision in the body of this Agreement, the provisions of the body of this
Agreement shall prevail. Reference herein to a schedule shall mean a reference
to a schedule to this Agreement. References in any schedule to the JVA shall
mean a reference to that Agreement.
1.4 Time shall be of the essence hereof.
1.5 The division of this Agreement into headings, sections, subsections,
clauses, subclauses, and paragraphs and the provision of headings herein is for
convenience of reference only and shall not affect the interpretation of this
Agreement.
1.6 In this Agreement, where the context requires, the singular shall
include the plural and the plural shall include the singular.
1.7 All references to currency, unless otherwise specified, are to lawful
money of the United States of America.
ARTICLE II
TECHNICAL PARTNER AND ASSISTANCE
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2.1 Designation
-----------
In accordance with the terms contained in the JVA and the terms of the JOA to be
entered into, the Parties jointly designate the Technical Partner as a technical
advisor and project manager for purposes of procuring, contracting, conducting
and/or co-ordinating Joint Operations to be performed on Concession Block 310
either by the Technical Partner or a third party appointed by the Technical
Partner.
2.2 Duties and Responsibilities
-----------------------------
In accordance with the JVA, the JOA to be entered into and this Agreement, the
Technical Partner shall provide assistance to the Owner/Operator in performing
its responsibilities as Owner/Operator for Concession Block OPL 310 and, in so
doing, shall assist the Owner/Operator to establish itself as a competent
operator of international petroleum operations. Pursuant to the terms of the
JOA and this Agreement, the Technical Partner shall (without limitation) perform
the following specific duties:
(i) Perform Joint Operations in accordance with the provisions of OPL 310
(including any renewal or extension thereof) and/or OML 310 as
appropriate, the JVA, the JOA to be entered into, this Agreement and
the instructions of the Operating Committee;
(ii) Conduct all Joint Operations in a diligent, safe and efficient manner
in accordance with good and prudent oil field practice and
conservation principles generally followed by the international
petroleum industry under similar circumstances;
(iii)Prepare and provide the Owner/Operator and Operating Committee with
all reports, data, surveys and information required to be provided by
the Owner/Operator under the JOA;
(iv) Prepare and submit to the Operating Committee the proposed Work
Programs, budgets and AFE's as provided in the JOA;
(v) Prepare and submit to the Owner/Operator and Operating Committee a
report and budget in respect of Decommissioning Operations as provided
for in Article VIII in the JVA and the JOA to be entered into.
(vi) Permit the representatives of any of the Parties to have at all
reasonable times and at their own risk and expense reasonable access
to the Joint Operations with the right to observe all such Joint
Operations and to inspect all Joint Property and to conduct financial
audits of the Joint Account and otherwise as provided in the
Accounting Procedure which forms part of the JOA;
(vii)Promptly pay and discharge all liabilities and expenses incurred in
connection with Joint Operations and use its reasonable efforts to
keep and maintain the Joint Property free from any and all liens,
charges equities and/or encumbrances arising out of Joint Operations;
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(viii) When required pay to the Government from the Joint Account, within
the periods and in the manner prescribed by OPL 310 and/or OML 310 as
appropriate and all applicable laws and regulations, all periodic
payments, royalties, taxes, fees and other payments pertaining to
Joint Operations, but excluding any taxes measured by the incomes of
the Parties;
(ix) Assist Owner/Operator in carrying out the obligations of operator
pursuant to OPL 310 and/or OML 310 as appropriate including, but not
limited to, preparing and furnishing such reports, records and
information as may be required pursuant to the Contract on behalf of
and in the name of the Owner/Operator;
(x) Take all necessary and proper measures for the protection of life,
health, the environment and property in the case of an emergency;
provided, however, that Technical Partner shall immediately notify the
Owner/Operator and the Operating Committee of the details of such
emergency and measures to combat same;
(xi) Provide Owner/Operator with assistance and guidance in the development
and execution of training plans and programs in order to develop
competent Nigerian personnel; and
(xii)Take such further actions as are essential or expedient in order to
perform the above mentioned specific duties or any duties ancillary
thereto.
2.3 Duties and Responsibilities of the Owner/Operator
------------------------------------------------------
2.3.1 Pursuant to the terms of the JVA, the JOA to be entered into and this
Agreement, the Owner/Operator shall perform the following specific duties:
(i) Acquire all permits, consents, approvals, surface or other rights that
may be required for or in connection with the conduct of Joint
Operations in a timely fashion from the Government;
(ii) Maintain OPL 310 and/or OML 310 as appropriate in full force and
effect throughout the duration of this Agreement, the JOA to be
entered into and the JVA;
(iii)Make application to the Ministry upon execution of the JVA for such
renewal or extension of OPL 310 as is necessary to enable the
performance of the Minimum Work Programme within two years of the date
of the JVA. The Owner/Operator acknowledges that the obtaining of an
renewal or extension of OPL 310 is a strict condition of the JVA in
favour of the Technical Partner and that the Technical Partner shall
not be required to initiate work on OPL 310, provide services in
accordance with this Agreement or make any additional payments to the
Owner/Operator in terms of the JVA until it is satisfied that the
Owner/Operator has obtained and will obtain an renewal or extension of
OPL 310, or to the satisfaction of the Technical Partner in its sole
discretion.
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(iv) Comply with Article IX of the JVA concerning restrictions on share
transfer in order to maintain OPL 310 and/or OML 310 as appropriate in
good standing with the Ministry at all times, throughout the duration
of this Agreement, the JOA to be entered into and the JVA.
(v) Have in accordance with the decisions of the Operating Committee, the
right and obligation to represent the Parties, in all dealings with
the Government with respect to matters arising under OPL 310 and/or
OML 310 as appropriate and Joint Operations. The Owner/Operator shall
notify the Technical Partner as soon as possible of such meetings. The
Technical Partner shall have the right to attend such meetings but
only in the capacity of observer. Nothing contained in this Agreement
shall restrict any Party from holding discussions with the Government
with respect to any issue peculiar to its particular business
interests arising under this Agreement, but in such event such Party
shall promptly advise the other Party before such discussions,
provided that such Party shall not be required to divulge to the Party
any matters discussed to the extent the same involve proprietary
information on matters not affecting the Parties.
2.3.2 The Owner/Operator expressly acknowledges to the Technical Partner
that it shall continuously maintain OPL 310 and/or OML 310 as appropriate, in
good standing with the Government without interruption, and shall upon request
by the Technical Partner provide the Technical Partner with satisfactory
evidence of compliance with the provisions contained herein. The Technical
Partner shall be entitled to receive notice of and attend at any and all
meetings effecting OPL 310 and any renewals or extensions thereof and OML 310 as
applicable, between the Owner/Operator and the Ministry.
2.4 Working Relationship
---------------------
(i) In the conduct of the Joint Operations contemplated in the JOA to be
entered into, the Technical Partner and Owner/Operator 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;
(ii) The Technical Partner shall fulfil its responsibilities and perform
the duties described herein under the general direction of the
Owner/Operator and the Operating Committee; and
(iii)The Technical Partner shall be at liberty to appoint a project
manager (including any subsidiary of Abacan Resource Corporation) to
assist it in the performance its responsibilities herein and pursuant
to the JOA to be entered into, provided that the Technical Partner
shall obtain the written consent of the Operator prior to making such
appointment such consent not to be unreasonably withheld to be entered
into.
2.5 Training
--------
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In providing training assistance, the Technical Partner shall, in accordance
with training plans and programs approved by the Operating Committee, do all
that can be reasonably required to result in each Nigerian employee of the
Owner/Operator reaching the highest possible level of qualification. Without
limiting the generality of the foregoing, it is contemplated that the Technical
Partner shall assist Owner/Operator in the development of training programs,
both for separate individuals and groups of trainees.
2.6 Indemnification of Technical Partner
---------------------------------------
The Owner/Operator agrees with the Technical Partner that to the extent that the
Technical Partner performs the duties of Owner/Operator as defined in the JOA,
the Technical Partner shall be fully indemnified in accordance with the
indemnities of Owner/Operator contained in the JOA.
ARTICLE III
ESTABLISHMENT OF PRESENCE IN NIGERIA
3.1 Offices and Employment
------------------------
Owner/Operator acknowledges and recognizes that the services to be provided by
the Technical Partner will require the Technical Partner 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 Partner which the
Technical Partner warrants will be no more than the number of employees which
may be reasonably required to perform its duties, and responsibilities and
services.
3.2 Personnel
---------
Any of the Technical Partner's or its affiliates' personnel performing services
under this Agreement shall remain at all times the employees of Technical
Partner or its affiliates and shall not, for any purposes, be regarded as
employees of Owner/Operator. The Technical Partner or its affiliates shall
remain solely responsible for the payment of their salaries and benefits, the
costs of which will however constitute Petroleum Costs under the JVA. The
Technical Partner may, at any time, transfer and replace any of its personnel
without the prior consent of the Owner/Operator.
ARTICLE IV
ASSIGNMENTS
4.1 Limitation of Assignments
---------------------------
The Parties may assign this Agreement to any of their parents, affiliates or
subsidiaries, and may subcontract any of the services to be provided hereunder
to a parent, affiliate, subsidiary or third party, provided however that the
consent of the other party is sought and obtained prior to any such assignment
and which consent shall not be unreasonably withheld.
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4.2 Assignment
----------
The Technical Partner shall be entitled without further consent to assign its
obligations and duties as outlined in this Agreement and the Joint Venture
Agreement to Abacan Technical Services Limited and/or its affiliated companies
in Nigeria.
ARTICLE V
TERM
5.1 Term
----
Unless otherwise mutually agreed by the Parties in writing, this Agreement shall
commence as at the date hereof and remain in full force and effect for a term of
ten (10) years from the commencement of production from any petroleum fields
produced on Concession Block 310.
ARTICLE VI
DISPUTE RESOLUTION
6.1 Dispute Resolution
-------------------
This Agreement shall be governed by, construed, interpreted and applied in
accordance with the laws of England and Wales.
6.2 For the benefit of each Party, each Party agrees and hereby submits
themselves to the exclusive jurisdiction of the High Court of Justice in England
for resolution of all disputes arising out of or relating to this Agreement
between them, without recourse to arbitration, and accordingly submits to the
exclusive jurisdiction of the English courts.
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.
OPTIMUM PETROLEUM DEVELOPMENT LIMITED
PER: /S/ ALHAJI UBRAHIM BUNU
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TITLE: CHAIRMAN
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AGBARA RESOURCES LIMITED
PER: /S/ XXXX XXXXXXXXX
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TITLE: PRESIDENT
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