Exhibit 10.4
ALLIANCE AGREEMENT
BETWEEN
QUICKFLOW, S.A.
AND
SAHARA PETROLEUM EXPLORATION CORP.
This ALLIANCE AGREEMENT ("the Agreement") made as of the 9th day of March 2005
between Quickflow, S.A. ("QUICKFLOW") a Corporation organized under the laws of
Spain with offices at Xxxx. Xxxxxxxx, 000, 0(xxxxxx) 00000-Xxxxxxxxx Xxxxx 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. QUICKFLOW is a Spanish company that has developed a specific oil and gas
exploration and development opportunity in Africa.
B. SAHARA is an oil and gas exploration and development company.
C. SAHARA is forming and leading a consortium hereinafter the "CONSORTIUM" to
develop QUICKFLOW's oil and gas exploration and development opportunity in
Africa.
D. SAHARA is contracting for the services of VETRA to assist SAHARA in forming
and operating the CONSORTIUM a copy of the agreement between VETRA and
SAHARA will be appended hereto.
WHEREAS
a). SAHARA hereby contracts with QUICKFLOW to establish and lead the CONSORTIUM
and thereby provide for the development and commercialization of the oil and gas
exploration and development opportunity in Africa.
b). SAHARA hereby agrees to include in the CONSORTIUM a suitable oil and gas
production partner who is currently producing at least 100,000 barrels of oil
per day and whose qualification and participation has been approved according to
the conditions mandated by QUICKFLOW to QUICKFLOW's agent for this project.
c). QUICKFLOW and SAHARA have agreed to proceed on either of two investment
models for the SAHARA led CONSORTIUM's involvement:
i) QUICKFLOW will fund 100% of the oil and gas exploration and development
opportunity and retain 80% of the equity in same, with 20% of the equity
passing to the SAHARA led CONSORTIUM.
ii) The SAHARA led CONSORTIUM will fund 100% of the oil and gas exploration and
development opportunity and attain 50% of the equity in same, with 50% of
the equity remaining with QUICKFLOW
d). QUICKFLOW hereby contracts with SAHARA to provide all information, maps,
data and contacts on the oil and gas exploration and development opportunity in
Africa to SAHARA within 30 days of the date of the acceptance by the oil company
of the conditions established in this agreement and according to the conditions
mandated by QUICKFLOW to QUICKFLOW's agent for this project.
e). This Alliance Agreement shall be deemed to incorporate the provisions of and
appendices hereto as if set out in extenso, and any subsequent appendix mutually
agreed to by the Parties in writing.
f). QUICKFLOW hereby grants SAHARA exclusivity to this oil and gas exploration
and development opportunity in Africa for a period of 90 days from the date
hereto for the purposes of establishing this CONSORTIUM.
g). QUICKFLOW hereby agrees that any suitable oil company notified to QUICKFLOW
by SAHARA and accepted by QUICKFLOW within the 90 day period is agreed to have
been a SAHARA introduction and is thereby bound by the terms of this agreement.
h). This Agreement is subject to approval by Board of Directors of QUICKFLOW and
SAHARA. This Agreement may be modified from time to time in whole or in part by
mutual consent in writing by both Parties.
i). The parties agree that this Alliance Agreement will form the basis of a to
be agreed upon Exploration and Production agreement.
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.
SAHARA shall undertake the formation and management of the CONSORTIUM
pursuant to QUICKFLOW's guidelines for same. SAHARA's responsibilities shall
initially be as follows:
To establish and manage the CONSORTIUM, including agreeing financial terms
and conditions for the operation of same to allow for the exploration and
development of the oil and gas opportunity,
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.QUICKFLOW shall provide all relevant information required by SAHARA
so that SAHARA can successfully meet SAHARA'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. VETRA is an oil company
with a substantial capacity to provide technical assistance in all
areas of the energy business. (xxx.xxxxxxxxxx.xxx).
2.05.SAHARA will as of the date of this agreement elect 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
Canton of Geneva, Switzerland.
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 five (5) years (Primary Term) or until such time as the
oil and gas opportunity is fully commercialized.
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. SAHARA 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. SAHARA will not without written
consent from QUICKFLOW, divulge, disclose or make accessible to any
person the confidential business information of QUICKFLOW. 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 QUICKFLOW
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.
7.3. The Parties recognize and accept that any oil company presented to
QUICKFLOW by SAHARA and accepted by QUICKFLOW during the term of this
agreement is to be viewed as bound and construed by this agreement,
and therefore cannot contract directly with QUICKFLOW on this oil and
gas exploration and development opportunity.
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 Geneva Chamber of Commerce, Geneva, Switzerland,
current at the time of dispute, by three (3) arbitrators appointed in accordance
with those rules. The place of arbitration shall be the Canton of Geneva,
Switzerland, and the language of the proceeding shall be French. 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 QUICKFLOW 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, QUICKFLOW shall provide copies of all
documents concerning SAHARA's involvement in the project.
13.0 Warranties, Representations and Covenant
The Parties warrant, represent, and covenant as follows:
a. Capabilities: SAHARA 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: QUICKFLOW acknowledges that
the scheduling of SAHARA's services and undertakings is critical to
SAHARA. Accordingly, QUICKFLOW shall insure that available
information, maps introductions and data that is necessary to fulfill
SAHARA's services and undertakings is present and will be continually
available at all times to SAHARA.
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.
00.0.Xx 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.
00.0.Xx 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.
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 QUICKFLOW
Xx Xxxxxx Xxxxx Ferret
President,
QUICKFLOW SA
for and on behalf of QUICKFLOW SA
BY: /s/Xxxxxx Xxxxx Ferret dated March 9, 2005
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FOR SAHARA
Dr. CA XxXxxxxxx
Chairman & President
Sahara Petroleum Exploration Corp
For and on behalf of Sahara Petroleum Exploration Corp
BY: /s/Dr. CA XxXxxxxxx dated March 9, 2005
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Witness
Xx Xxxx Xxxxxxx
XXXXX.
BY: /s/Xxxx Xxxxxxx dated March 9, 2005
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