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EXHIBIT 10k
DATED XXXXX 0, 0000
XXXXX COMPANIES, INC. (1)
-AND-
X. X. XXXXXXXX (2)
AGREEMENT
FOR THE PROVISION OF CONSULTANCY SERVICES,
AS AMENDED
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THIS AGREEMENT is dated March 1, 1991 and is entered into BY and BETWEEN:
(1) ROWAN COMPANIES, INC. OF 0000 Xxxxxxx Xxxxx Xxxxxxxx, Xxxxxxx, Xxxxx
00000-0000 ("the Company"); and
(2) X. X. XXXXXXXX ("the Consultant") of #0 Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxx
00000
NOW IT IS HEREBY AGREED as follows:
1. Appointment
(A) The Company hereby engages the Consultant and the Consultant hereby
agrees to act as consultant to the Company including any of its incorporated
affiliates (hereafter referred to as "the Group") pursuant to the terms of this
Agreement.
(B) The said engagement, which shall be deemed to have commenced on March
1, 1991, shall continue hereafter unless and until terminated (i) by either
party by not less than three (3) months prior notice in writing given to the
other party or (ii) pursuant to the provisions of clause 6.
2. Duties of the Consultant
(A) The Consultant shall advise the Group on a when-requested basis in
connection with matters pertaining to the Group's existing and prospective
worldwide business operations.
(B) The Consultant also shall serve as a Director of XxXxxxxxxx, Inc. and
as Chairman of the Board of Directors of XxXxxxxxxx, Inc. and shall provide such
services as may be required, from time to time, in connection with serving in
such capacities.
(C) The Consultant shall provide advice as may be required for the design
and construction of the enhanced Gorilla design xxxx-up rigs, designated GORILLA
V AND GORILLA VI.
3. Conflict of Interest
(A) The Consultant hereby undertakes at all times to perform his
obligations hereunder with the utmost good faith and shall not deliberately do
or omit to do anything whereby a conflict is likely to arise between the
interests of the Group and the Consultant's own interests or the interests of
any other person or organization on whose behalf the Consultant is so employed.
(B) The Consultant shall not at any time knowingly make or cause or permit
to be made any untrue or misleading statement in relation to the Group nor in
particular after the termination of this Agreement represent or cause or permit
any representation to be made that he is connected with the Group.
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4. Consideration and Expenses
(A) The Company shall pay $300,000 annually (payable quarterly) for
services rendered. Further, the Company shall reimburse to the Consultant all
proper and reasonable out-of-pocket expenses (including, but not limited to,
all travel and accommodation expenses).
(B) All payments to be made pursuant to this agreement shall be made by
the Company upon receipt of an invoice from the Consultant specifying the amount
payable.
5. Confidentiality
(A) The Consultant undertakes that he shall not, either during or after
the termination of this Agreement without limit in point of time:
(i) divulge or communicate or cause or permit to be divulged or
communicated whether directly or indirectly to any other
person or persons (except to those of the officials of the
Group whose province it is to know the same); or
(ii) use for his own purposes or for any purpose other than those
of the Group
any secret, confidential or other information:
(a) relating to the private affairs of the Group;
or
(b) which the Group has obtained from any third party on
terms restricting its disclosure or use
but these restrictions shall cease to apply to any information or knowledge
which may come into the public domain (otherwise than through the default of the
Consultant).
(B) All notes, memoranda, records and other documents made or created in
relation to the performance by the Consultant of his duties hereunder shall be
and remain the property of the Company and shall be handed over by the
Consultant to the Company from time to time on demand and in any event on the
termination of this Agreement.
6. Events of Termination
The Company only on the occurrence of the events specified in (B) below and
either party on the occurrence of the events specified in (A) below shall have
the right at any time by giving notice in writing to the other party to
terminate this Agreement forthwith:
(A) if the other party commits a material breach of any of the terms of
this Agreement and fails to remedy the same within 30 days of being required in
writing to do so by the party not in breach (if such breach shall be capable of
remedy);
(B) upon the demise or incapacity of the Consultant;
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(C) upon the termination of the engagement by not less than the period of
notice provided for in clause 1 or upon the proper termination as provided in
this clause 6, the Consultant shall not have any claims for damages or
compensation of any nature whatsoever other than to any outstanding fees and
properly documented expenses due pursuant to clause 4 hereof.
7. Status of Agreement
Nothing herein contained shall be deemed to constitute a partnership between the
parties hereto and the Consultant shall have no power to bind the Group or
pledge its credit. Consultant agrees that he is an independent contractor and is
solely responsible for the performance of any duties required under this
Agreement. The Consultant agrees that he shall solely be responsible for any
income tax liability asserted by any taxing jurisdiction upon payments of
consideration received under this Agreement.
8. Assignment
Neither party shall be entitled to assign its rights hereunder without the prior
written consent of the other.
9. Notice
All notices to be given under this Agreement shall be in writing and shall
either be delivered personally or sent by first class registered post to the
address of the party to be served given at the head of this Agreement or such
other address as shall from time to time be notified to the other party and
shall be deemed duly served (i) in the case of a notice delivered personally, at
the time of delivery, and (ii) in the case of a notice sent by post, five clear
business days after the date of dispatch.
10. Entire Agreement
This Agreement constitutes the entire Agreement between the parties hereto with
respect to its subject matter and shall have effect to the exclusion of any
other memorandum, agreement or understanding of any kind between the parties
hereto preceding the date of this Agreement and touching and concerning its
subject matter.
11. Amendments in Writing
This Agreement may be amended, superseded, cancelled or any of its terms and
conditions waived only by written instrument signed by or on behalf of the
Company and Consultant or, in the case of waiver, by the party which is waiving
compliance.
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12. Governing Law
This Agreement shall be governed by and construed in accordance with the Laws of
the State of Texas and each of the parties hereto hereby agrees to submit to the
non-exclusive jurisdiction of the courts of Texas in connection with any matter
arising out of this Agreement.
IN WITNESS whereof this Agreement has been entered into the day and year first
above written.
) /s/ X. X. Xxxxxx
SIGNED BY )------------------------------
duly authorized signatory ) X. X. Xxxxxx
for and on behalf of
ROWAN COMPANIES, INC. ------------------------------
in the presence of: President
/s/ Xxxxx Xxxxxxx
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SIGNED BY ) /s/ X. X. Xxxxxxxx
X. X. Xxxxxxxx )------------------------------
) X. X. Xxxxxxxx
In the presence of:
/s/ Xxxx X. Xxxxx
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