EXHIBIT 10.3
CONSULTANCY CONTRACT
BETWEEN
VETRA GROUP A.V.V.
AND
SAHARA PETROLEUM EXPLORATION CORP.
This ALLIANCE AGREEMENT ("the Agreement") made as of the 9th day of March 2005
between Vetra Group A.V.V. ("VETRA") a Corporation organized under the laws of
Aruba, with offices in Caracas Venezuela and Colombia and Sahara Petroleum
Exploration Corp., a subsidiary of Global Environmental Energy Corp, (NASDAQ
OTC:BB GEECF) (SAHARA) XX Xxx X-0000 Xxxxxx Bahamas, each hereinafter a "PARTY"
and collectively referred to as "PARTIES."
PREAMBLE
A. VETRA is an Aruban company that specialized in consulting in the business
of oil and gas exploration and production.
B. SAHARA is an oil and gas exploration and development company.
C. SAHARA is contracting for the services of VETRA to assist SAHARA in
specific oil and gas projects.
WHEREAS
a). SAHARA hereby contracts with VETRA to retain the services of VETRA to
provide assistance and services to assist SAHARA in the development and
commercialization of specific oil and gas exploration and development
opportunities.
b). VETRA has agreed to be retained by SAHARA, under VETRA's normal terms and
conditions as per appendix A hereto.
c). This Agreement is subject to approval by Board of Directors of VETRA and
SAHARA. This Agreement may be modified from time to time in whole or in part by
mutual consent in writing by both Parties.
In consideration of the foregoing premises and subject to the terms and
provisions set forth below and intending to be legally bound, the Parties agree
as follows:
1.0. PROJECT DEFINED.
VETRA shall undertake and assist SAHARA with those projects identified by
SAHARA as herewith identified in Appendix B.
2.0. APPENDICES
2.01. The Parties have as of the date of this Agreement executed the
appendices.
2.02. The appendices will provide generally terms as set out below.
2.03. SAHARA shall provide all relevant information required by VETRA so
that VETRA can successfully meet VETRA 's obligations under the terms and
conditions of this Agreement.
2.04. SAHARA will contract with VETRA for expert advice, consultancy
services and potential equity participation.
2.05. VETRA will in addition provide to SAHARA will as of the date of this
agreement the following persons to the advisory board of SAHARA: Xxxxxxxx
Xxxxxxxx Xxxxx, Xxxx Xxxxxxx with alternates, Xxxxxxx Xxxxxx, Iker Xxxxxx.
3.0. Allocation of Costs.
Each Party shall bear its own costs associated with preparation and
execution of this Agreement.
4.0. Compliance With Law
Each Party hereby represents and warrants to the other that it and its
respective activities in connection with the Agreement are in accordance
with all applicable laws, regulations and other requirements of all state
and Federal governmental authorities and all political subdivisions and
agencies thereof, and of any applicable foreign governmental authority and
all political subdivisions and agencies thereof. The Parties agree that
this agreement shall be governed by and construed and enforced in
accordance with the laws of the Commonwealth of the Bahamas.
5.0 Interference.
5.1 No Party will knowingly interfere with any negotiation, arrangement or
prospective business relationships then in process of being developed by
any Party. Furthermore, no Party will at any time during the term of this
Agreement and for a minimum of six (6) months after termination enter into
any agreement or arrangement with any other person or entity which would
infringe upon the rights or the interests of any Party as provided for in
this Agreement.
6.0. Duration
The Agreement will become effective upon execution by the Parties and shall
continue in effect for ten (10) years (Primary Term)..
7.0 Confidentiality
7.1. Each Party shall keep in strict confidence all financial, commercial
and technical information belonging to any Party or which was developed by
any Party relative to the opportunity (the "Confidential Information"). No
Party shall at any time disclose Confidential Information to any third
party. VETRA hereby agrees never to directly or indirectly disclose or use
or even to "tacitly imply", or assist anyone else in disclosing or using
such trade secrets to any person or entity other than as authorized by the
parties for a period of five (5) years from the date hereof. VETRA will not
without written consent from SAHARA, divulge, disclose or make accessible
to any person the confidential business information of SAHARA. A Party
receiving any governmental or judicial directive or order requiring it to
disclose, release or produce Confidential Information to a third party
shall immediately notify all other Parties by the quickest available means
of communication of the existence of any such governmental or judicial
directive or order pursuant to the notice provisions of this Agreement.
Failure of the Party receiving any such governmental or judicial directive
or order to notify the other Parties to this Agreement of the existence of
same by the quickest immediate means of communication, shall constitute
grounds for the declaration of an immediate default under the terms of this
Agreement.
7.2. Each Party accepts and agrees that the principal point of contact for
SAHARA is SAHARA's President & Chief Executive Officer, Dr. CA XxXxxxxxx.
All contact, discussions or negotiations between VETRA and SAHARA will be
with Dr. CA XxXxxxxxx or with those persons authorized by Dr. CA XxXxxxxxx
in writing. All contact with XxXxxxxxx in his individual capacity shall be
with XxXxxxxxx or persons designated by XxXxxxxxx in writing as
representatives of XxXxxxxxx.
8.0. Dispute Resolution
All disputes among the parties which cannot be settled amicably after
negotiation by the Parties within a period of ten (10) days (subject to
extension by mutual written agreement) shall be settled under the
Commercial Arbitration Rules of the Chamber of Commerce, Nassau Bahamas,
current at the time of dispute, by three (3) arbitrators appointed in
accordance with those rules. The place of arbitration shall be Nassau
Bahamas, and the language of the proceeding shall be English. The decision
of the arbitrators shall be final and enforceable through any court.
9.0. Language
This Agreement, any modifications thereto, all correspondence and other
documents relevant to this Agreement or the undertakings related to the
Agreement shall be in English.
10.0. Modifications and Additional Appendices.
The Parties agree that appendices may be modified or additional appendices
may be added to this Agreement by mutual consent of the Parties in writing.
11.0 Miscellaneous
11.1 Failure of any Party to comply with any requirement, term or condition
of this Agreement shall constitute and be deemed sufficient grounds for the
termination of the Agreement by another Party.
11.2 No Party shall be liable for any claim or demand from another Party
for anything already done or formed or for any other matter or thing
whatsoever in connection with this Agreement or any appendix, or for
anything done or formed or for any other matter or thing whatsoever in
connection with the undertakings called for by this Agreement or the
appendices, in the event that this Agreement or any of the appendices are
not executed by any Party.
11.3 In the event of default VETRA or SAHARA may take any remedial step
afforded by law or in equity or provided by this Agreement with all costs
of any such remedy to be met or satisfied in full by the defaulting Party.
No remedy is intended to be exclusive of any other remedy and each and
every remedy shall be cumulative and in addition to any other remedy given
by law or in equity or this Agreement.
11.4 If any Party to this Agreement withdraws from this Agreement without
cause, the remaining Parties shall be able to claim against the withdrawing
Party the actual damages and penalties those Parties have or may reasonably
incur as the result of such withdrawal.
11.5 Notwithstanding anything to the contrary herein, or elsewhere agreed
to, neither party shall be liable for any consequential, secondary and/or
indirect damages, costs or losses caused by or arising out of the other
parties undertakings which do cause damages, costs or loss or threat
thereof to the other party.
11.6 No Party shall commit any other Party to any other agreement or
undertaking unless done with mutual written consent of all Parties. Nothing
in this Agreement or the undertakings connected therewith shall be
construed to create or constitute a partnership, agency or similar
relationship or create joint and several liability on the part of the
Parties.
11.7 The execution and delivery of the Agreement, and any appendices and
all other required documents and instruments is and will be conditioned
upon each Party obtaining all necessary authorizations and approvals,
unless said authorizations and approvals have been represented by that
Party to have been obtained or exist at the execution of this Agreement.
12.0. Documentation, Records, Audit.
12.1 When requested by SAHARA, VETRA shall provide copies of all documents
concerning VETRA's activities pursuant to this agreement.
13.0 Warranties, Representations and Covenant
The Parties warrant, represent, and covenant as follows:
a. Capabilities: VETRA has the capability, experience, and means required
to perform the services contemplated by this Agreement. All services
and undertakings will be performed using personnel, equipment, and
material qualified and/or suitable for the services and undertakings
required or as otherwise requested.
b. Performance of Services and Undertakings: SAHARA acknowledges that the
scheduling of VETRA's services and undertakings is critical to VETRA.
Accordingly, SAHARA shall insure that available information, maps
introductions and data that is necessary to fulfill VETRA's services
and undertakings is present and will be continually available at all
times to VETRA.
c. Notice of Violations: The Parties shall notify each other (i) if
either party is served with notice of significant violation of any
law, regulation, permit or license which relates to its services and
undertakings hereunder; (ii) proceedings are commenced which could
lead to revocation of permits or licenses which relate to such
services; (iii) permits, licenses, or other governmental
authorizations relating to such services or undertakings are revoked;
(iv) litigation is commenced against either party which could affect
such services or undertakings. Upon service of any such notice,
commencement of proceedings or revocation, the noticed party shall
immediately notify the other party by the quickest available means of
communications of the service of any such notice, commencement of
proceedings or revocation according to the notice provisions of this
Agreement. The failure of either party to undertake the foregoing
required notifications shall constitute grounds for the declaration of
an immediate default under the terms of this Agreement.
14.0. Force Majeure.
14.1. No Party shall be deemed in default of this Agreement or any action
hereunder to the extent that any delay or failure in the performance of its
obligations (other than the payment of money) results, without its fault or
negligence, from any cause beyond its reasonable control, such as but not
limited to acts of nature, acts of civil or military authority, embargoes,
epidemics, war, riots, insurrections, fires, explosions, earthquakes,
floods, adverse weather conditions, strikes, changes in laws, statutes,
regulations or ordinances, and ministerial actions or omissions by
regulatory authorities or their representatives, unless such omission or
action shall have been caused or contributed to by the responsible party
hereunder. If any such force majeure condition occurs and continues for a
period of more than fourteen (14) days, then the Party experiencing such
condition shall give immediate written notice to all other Parties which
may then elect to: (1) terminate the affected service or undertaking or any
part thereof, or (2) suspend the affected service or undertaking or any
part thereof for the duration of the force majeure condition and resume
performance once the force majeure condition ceases. Unless written notice
is given within thirty (30) days after being notified of the force majeure
conditions, the other Parties shall be deemed to have elected option 2 as
outlined in this section 14.1.
15.0. Consequential Damages.
15.1. No Party shall be liable to any other Party for any indirect,
incidental, special or consequential damages (including loss of anticipated
profits, business interruption, good will or other economic or commercial
loss) arising out of the undertakings called for by this Agreement or any
appendices.
16.0. Entire Agreement.
16.1. The terms and conditions set forth herein constitute the entire
understanding of the Parties.
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IN WITNESS WHEREOF, each of the undersigned Parties has caused this
Alliance Agreement to be executed and delivered by its duly authorized officer
on the date first written above.
FOR VETRA
BY: /s/ Xxxxxxxx Xxxxxxxxx Xxxxx dated 9th March 2005
---------------------------- ---------------------
Xx Xxxxxxxx Xxxxxxxx Berti
President Vetra Group AVV,
for and on behalf of VETRA AVV
AND
FOR VETRA
BY: /s/ Xxxx Xxxxxxx dated 9th March 2005
---------------------------- ---------------------
Xx Xxxx Xxxxxxx
Vice President Vetra Group AVV,
for and on behalf of VETRA AVV
FOR SAHARA
BY: /s/ Dr. CA XxXxxxxxx dated 9th March 2005
---------------------------- ---------------------
Dr. CA XxXxxxxxx
Chairman & President
Sahara Petroleum Exploration Corp
For and on behalf of Sahara Petroleum Exploration Corp
BY: /s/ Xxxxxxx X'Xxxxxxx dated 9th March 2005
---------------------------- ---------------------
Witness
Xx Xxxxxx X'Xxxxxxx
Appendix A. VETRA's terms and conditions.
1). VETRA shall xxxx for its services at 50% of the going industry rate or at an
average USD$100 per hour
2). SAHARA and VETRA will agree in advance on a budget for the services to be
performed which will serve as a basis for the presentation of all invoices,
xxxxxxxx and costs to SAHARA, to include a retainer on a job by job basis.
3). SAHARA and VETRA will negotiate and agree to pay a success fee in stock and
in warrants as follows: 1,000,000 shares plus warrants exercisable at any time
for 10 years from the date hereto as follows: o 200,000 shares with a strike
price of USD$4.00 o 200,000 shares with a strike price of USD$6.00 o 200,000
shares with a strike price of USD$8.00 o 200,000 shares with a strike price of
USD$10.00 o 200,000 shares with a strike price of USD$20.00 The success fee is
triggered when SAHARA has contracted, directly or indirectly an oil and gas
opportunity as defined in appendix B.
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