Exhibit 10.2
LICENCE AGREEMENT
THIS AGREEMENT is made on 28 April 2005.
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PARTIES
OOOZAURALNEFTEGAZ, a limited liability company incorporated under the laws of
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the Russian Federation under the main state registration number (ORGN)
1024500513950, located at 00 Xxxxx Xxxxxx, Xxxxxxx, 000000, Xxxxxxx Oblast,
Russian Federation ("ZNG"); and
BALTIC PETROLEUM LIMITED, a company incorporated in England and Wales under
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company number 05303991 and whose registered office is at 00x Xxxxxxx Xxxxxx,
Xxxxxx X0X 0XX, Xxxxxx Xxxxxxx ("BP").
WHEREAS:
(A) ZNG owns or is due to acquire certain 2D seismic, gravometric and other
geological data, which has been provided by or will be provided from time to
time to ZNG by Basneftegeofizika, Bazhenov Expedition and such other consultants
as the parties may agree (the "DATA").
(B) BP wishes to use the Data to re-process the same into amended formats or has
re-processed the same into amended formats (the "PURPOSE") and ZNG wishes to
provide an exclusive licence to BP to use the Data for such purposes in
consideration for BP providing to ZNG a non-exclusive licence to use the data
generated by BP pursuant to the Purpose (the "RESULTS"), each on the terms and
conditions set out herein.
IT IS THEREFORE AGREED AS FOLLOWS:
1. LICENCE
1.1 In consideration for the grant to ZNG of the licence referred to in clause
1.2 below, ZNG hereby grants to BP an exclusive, royalty-free, worldwide,
perpetual licence to use the Data for the Purpose.
1.2 BP hereby grants to ZNG a non-exclusive, royalty-free, worldwide, perpetual
licence to use the Results when they become available.
1.3 All right, title to, and interest in the Data shall remain with ZNG and all
right, title to, and interest in the Results shall belong to BP. Neither
party shall have any right to grant sub-licences under this Agreement
without the consent in writing of the other party.
2. NON-DISCLOSURE
2.1 BP undertakes to ZNG that it will keep confidential all of the Data
imparted to it under this agreement (save insofar as the same may be in, or
come into, the public domain other than by the fault of BP) and will only
disclose them to those of its officers, employees, agents, consultants and
sub-contractors whose duties in relation to the Purpose cannot be fulfilled
without such disclosure and then only to the extent necessary to enable
them to perform such duties. For the avoidance of doubt, this restriction
shall not apply to any of the Data that may be contained in the Results.
2.2 ZNG undertakes to BP that it will keep confidential all of the Results
imparted to it under this agreement (save insofar as the same may be in, or
come into, the public domain other than by the fault of ZNG) and will only
disclose them to those of its officers, employees, agents, consultants and
sub-contractors whose duties cannot be fulfilled without such disclosure
and then only to the extent necessary to enable them to perform such
duties. For the avoidance of doubt, this restriction shall not apply to the
Data from which the Results were derived. Further, ZNG undertakes that
while any amount of the loans made to it by BP pursuant to a loan agreement
dated April 2005 (the "LOAN AGREEMENT") remain outstanding, it shall not
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disclose any of the Data to any third party except with the prior written
consent of BP.
3. WARRANTIES
ZNG represents and warrants to BP that:
(a) it will, following payment of the amounts due to Basneftegeofizika
(US$588,856) and Bazhenov Expedition (US$200,000) as detailed in
clauses 8.1(a) and 8.1(b) of the Loan Agreement, own the Data free
from any claims or encumbrances, it is entitled to grant the rights
granted under this Agreement and that it is not subject to any
restrictions whatsoever which may affect its ability to perform its
obligations hereunder;
(b) that it has not entered into any form of agreement of any kind prior
to the date hereof which in any manner interferes or will interfere
with the complete performance of its obligations under this Agreement;
(c) it has all necessary power and authority to enter into this Agreement
which will, on signature, comprise its legally binding obligation; and
(d) it has not disclosed the Data to any third parties.
4. FURTHER ASSURANCE
The parties shall do or procure to be done all such further acts and things
and execute or procure the execution of all such other documents as may be
required for the purpose of giving effect to the provisions of this
agreement and, in particular, ZNG shall promptly following all or any of
the Data coming into its title and possession provide to BP copies thereof.
5. NOTICE
Any notice to be given pursuant to the terms of this Agreement shall be
given in writing to the party due to receive such notice at the address set
out below or such other address as may have been notified to the other
parties in accordance with this clause. Notice shall be delivered
personally or sent by first class pre-paid recorded delivery or registered
post (air mail if overseas) or by facsimile transmission to the numbers and
parties detailed below and shall be deemed to be given in the case of
delivery personally on delivery and in the case of posting (in the absence
of evidence of earlier receipt) 48 hours after posting (six days if sent by
air mail) and in the case of facsimile transmission on completion of the
transmission provided that the sender shall have received printed
confirmation of transmission.
ZNG Attn: Fax:
c/o Siberian Energy Group Inc. Xxxxx Xxxxxx +1 (905) 771-9198
000 Xxxxxxx Xxxxxx
0xx xxxxx
Xxx Xxxx, XX 00000
XXX
BP Attn: Fax:
00x Xxxxxxx Xxxxxx Xxxxx Xxxxxx x00 00 0000 0000
Xxxxxx X0X 0XX
Xxxxxx Xxxxxxx
6. THIRD PARTIES
No term of this agreement shall be enforceable under the Contracts (Rights
of Third Parties) Xxx 0000 by a third party.
7. GOVERNING LAW AND JURISDICTION
This Agreement is governed by and shall be construed in accordance with the
laws of England and Wales and any dispute in relation to it shall be
subject to the exclusive jurisdiction of the courts in England and Wales.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
OOO ZAURALNEFTEGAZ
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Signed: /s/ Xxxx Xxxxxxxxx
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Name (print): Xxxx Xxxxxxxxx
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Position: President and General Director
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BALTIC PETROLEUM LIMITED
Signed: /s/ Xxxxx X. Xxxxxx
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Name (print): Xxxxx X. Xxxxxx
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Position: Chief Executive
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