EXHIBIT 10.17
PROJECT MANAGER AGREEMENT
THIS AGREEMENT is made and entered into effective the 8th day of March, 1992 by
and between:
XXXXX XXXXXXXX PETROLEUM CO. LTD.
(hereinafter referred to as "Owner/Operator")
AND
LIBERTY TECHNICAL SERVICES LTD.
(hereinafter referred to as "Technical Partner")
and
ABACAN INTERNATIONAL RESOURCE MANAGEMENT INC.
(hereinafter referred to as "Abacan")
WHEREAS Technical Partner and Xxxxx Xxxxxxxx Petroleum Company Limited ("Owner")
are parties to that certain Joint Venture Agreement dated March 8, 1992 ("Joint
Venture Agreement") and the Joint Operating Agreement and Accounting Procedure
attached thereto as Schedule "B" ("JOA") relating to the exploration,
development and production sharing of Oil Prospecting Licence No. 309 in the
Benin Basin, Nigeria ("Concession");
WHEREAS Owner is designated as Operator under the JOA;
WHEREAS Owner and Technical Partner entered into an agreement dated March 8,
1992 wherein Technical Partner agreed to provide Owner certain administrative
and technical assistance in carrying out its duties and responsibilities as
Operator under the JOA ("Technical Assistance Agreement");
WHEREAS Technical Partner wishes to contract the services of Abacan who has the
necessary qualified administrative, technical, and professional personnel to
carry out the duties of Project Manager pursuant to the JOA and the Technical
Assistance Agreement;
NOW THEREFORE, in consideration of the premises and mutual covenants contained
herein, the Parties hereby agree as follows:
1. Abacan is designated Project Manager as outlined in the Technical
Assistance Agreement for the Concession and Abacan agrees to perform the
responsibilities and duties set out in the JOA in accordance with the terms
of this Agreement, the Technical Assistance Agreement and the JOA.
2. As Project Manager, Abacan will have the general responsibility of carrying
out the duties and responsibilities as Operator of the Concession under the
terms of the JOA and without restricting the generality of the foregoing,
Project Manager will:
(i) establish an Operating Committee comprised of representatives from Owner,
Technical Partner and Abacan;
(ii) prepare Work Programs, Budgets and Authorizations for Expenditures for
approval by the Operating Committee;
(iii)prepare and issue Cash Calls for operations approved by the Operating
Committee;
(iv) carry out operations on the Concession in accordance with the Work Programs
and Authorizations for Expenditures approved the Operating Committee;
(v) prepare and issue statements, billing and adjustments relating to
operations carried out on the Concession.
3. Abacan will be compensated for its duties hereunder in accordance with the
provisions of the Accounting Procedure attached as an Exhibit to the JOA
and the management agreement attached hereto.
4. The terms of this Agreement will be in effect for a period of five (5)
years from the date hereof and may be renewed for a further period of five
(5) years with the approval of the parties hereto. These periods are
however subject to earlier termination if in the opinion of the Joint
Operating Committee the Owner/Operator is deemed technically capable of
performing its function as Operator.
IN WITNESS WHEREOF the Parties have caused this Agreement to be executed in
duplicate by their authorized representatives effective as of the day and year
first above written.
LIBERTY TECHNICAL SERVICES LTD.
Per: /s/ Xxxx Xxxxxxxxx
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ABACAN INTERNATIONAL RESOURCE MANAGEMENT INC.
Per: /s/ Xxxx Xxxxxxxxx
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XXXXX XXXXXXXX PETROLEUM COMPANY LTD.
Per: /s/ Xxxxx Xxxxxxxx
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