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EXHIBIT 10.02
CONFIDENTIALITY AND SECRECY AGREEMENT
This Confidentiality and Secrecy Agreement is entered into this 13th day of
November 1996 between:
ENVIGEO s.r.o
a registered Slovakian company,
represented by its Director, Xx. Xxxxx Xxxxxx,
having its registered office at Xxxxxxxxx 00,
Xxxxxx Xxxxxxxx, Xxxxxxxx of Slovakia
(hereinafter called "ENVIGEO")
and
XxXxxxxx Oil and Gas Ltd.
a registered St. Xxxxxxx and the Grenadines company,
represented by its General Representative Xxxxxxx Xxxxxx,
having its registered office at Xxxxxxxx 00, XX 0000 Xxxxxxx
Xxxxxxxxxxx
(hereinafter called "XxXxxxxx")
based o n the following premises:
Whereas "ENVIGEO" is the holder of certain concession rights for the
exploration of hydrocarbon products in the Sabinov area of the Paleogene Basin
in the Slovak Republic (hereinafter called SR), and
Whereas "ENVIGEO" has obtained these concession rights by decree from the
Ministry of Environment of the SR in November 1996, (a copy of which is attached
to this agreement as Schedule 1), and
Whereas "XxXxxxxx" is desirous to enter into a Joint Venture Agreement with
"ENVIGEO" for the purpose of exploring and producing hydrocarbon products and
therefore wishes to obtain general and detailed information on the subject
exploration concession in the Paleogene Basin of Slovakia prior to entering into
a Joint Venture Agreement with "ENVIGEO", and
Whereas both parties are desirous to enter into a Joint Venture Agreement with
the purpose of exploring and exploiting the Sabinov area in the Paleogene Basin
of East Slovakia, as well as all other mutually agreed upon areas in Slovakia
which might be included in the proposed Joint Venture Agreement between the
parties.
NOW THEREFORE, based on the foregoing premises and for and in consideration of
the mutual promises and covenants herein, the adequacy of which is hereby
acknowledged, it is hereby agreed as follows:
1. Both parties firmly commit to enter into a final Joint Venture Agreement
not later than four weeks after signing of this Confidentiality and Secrecy
Agreement, subject to the conditions described below,
2. "ENVIGEO" will make available to "XxXxxxxx" immediately all
documentation, including but not limited to geological information,
exploration strategies, proprietary aspects of the parties, technologies,
future planned development programs pertaining to the above captioned
exploration area, as well as all other areas which might be interesting for
both parties. Such disclosure is made for the purposes of the proposed
Joint Venture and the negotiations between the parties thereto and shall
not be deemed to be a license or the grant of a right to any other party to
use or disclose such Confidential Information.
2. "ENVIGEO" and "XxXxxxxx" however already now agree by signing this
Confidentiality and Secrecy Agreement that the interest earned by "Envigeo"
in the future Joint Venture Agreement will be a fixed 10% (TEN) carried
interest through production, being full consideration for "ENVIGEO's" past,
present and future efforts in creating the Joint Venture between the
parties, and that the interest of :XxXxxxxx" will be a 90% (Ninety) working
interest through production.
It is fully understood and agreed between the parties that by virtue
of the term carried interest through production "ENVIGEO" does not have to
provide any further funding for the exploration and development phase,
until the production stage is reached, at which stage any future costs will
be paid out of production on a 10/90 profit sharing, while "XxXxxxxx" will
provide all working capital necessary under the terms and conditions of the
future Joint Venture Agreement until the production stage is reached.
4. Both Parties agree and fully understand that upon signing of the Joint
venture Agreement "ENVIGEO" will be appointed by "XxXxxxxx" or its
successors as operator on behalf of the Joint venture partners and will
carry out the mutually agreed upon programs. The terms of the future
Operating Agreement of the Joint Venture will include amongst other things
a fixed monthly remuneration for "ENVIGEO" for acting as operator of the
Joint Venture.
5. It is mutually agreed between the parties that "XxXxxxxx" as 90%
working interest holder will provide all necessary funding for the proposed
Joint Venture. "XxXxxxxx" by virtue of holding a 90% working interest in
the proposed Joint Venture, however, will hold the majority of seats in
the appropriate Advisory Board of an operating company to be incorporated
under the law of the Slovak Republic, into which both parties will transfer
the respective interests, if necessary under Slovakian law.
6. For purposes of this Agreement, the term "Confidential Information" shall
mean:
a. All information disclosed to, or known by the other party (the "Non-
Disclosing-Party"), as a direct or indirect consequence of, or through the
investigation or negotiation of a possible Agreement and/or business transaction
between the parties as contemplated by this Agreement, including but not limited
to any documents, materials, data files, information, methods, techniques,
processes, formulas, development or experimental work, work in progress,
businesses, trade secrets, inventions, invention disclosures, patent
applications in preparation, or any other secret or confidential matter relating
to the products, proposed products, technologies, projects, programs, economics,
sales, customer lists or business of the disclosing entity (the "Disclosing
Party") which are not generally known to the public, and
b. All information disclosed to a party hereto, or to which such party has
access during the period of negotiations and/or investigation as contemplated by
this Agreement, for which there is any reasonable basis to believe is, or which
appears to be treated by the disclosing party as Confidential Information.
7. The parties agree that they will treat in confidence all documents,
materials, and electronic files containing Confidential Information which they
obtain from or about the disclosing party. Such Confidential Information shall
not be communicated to any third person or entity and shall be used for any
purpose other than the direct benefit of the disclosing party pursuant to the
specific written authorization of the disclosing party.
The non-disclosing party shall not use any Confidential Information in any
manner whatsoever except solely for the purpose of evaluating the proposed
transaction between the parties. The non-disclosing party shall not use such
Confidential Information for the benefit of the non-disclosing party in any
manner, except as specifically permitted by any subsequent written agreement the
parties may enter into.
8. The parties agree that they will take reasonable steps to ensure compliance
with these provisions by their respective employees, attorneys, and other
advisors.
9. All files, records, electronic files, documents, drawings, equipment and
similar items relating to the confidential Information shall remain the
exclusive property of the disclosing party and shall not be removed from the
premises of the disclosing party, except where necessary in carrying out the
intent of this Agreement and upon receipt of the prior written consent of the
disclosing party. In the event that a transaction between the parties shall not
be consummated the parties agree to deliver to each other all Confidential
Information and all copies thereof along with any and all other property
belonging to the other party whatsoever.
10. This Agreement as well as the proposed future Joint Venture Agreement and
the benefits hereunder are assignable by "XxXxxxxx" without prior approval by
"Envigeo", as long as "XxXxxxxx" advises "ENGIGEO" of its intent to assign this
Agreement to a third recognized party, provided however that the third
recognized party is a reputable experienced party actively involved in the
natural resource business.
11. The validity, construction and performance of this Agreement shall be
governed by the substantive laws of the Slovak Republic. The parties agree that
the laws of the Slovak Republic shall have sole jurisdiction for resolving any
disputes under the terms of this Agreement and consent to such jurisdiction for
such purpose.
12. If any provision of this Agreement is held by a court of competent
jurisdiction to be contrary to law, the remaining provisions of this Agreement
will remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
ENVIGEO s.r.o. XxXxxxxx Oil and Gas Ltd.
By /s/ ___________________________ By /s/
_____________________________
Duly Authorized Officer Duly Authorized Officer
