EXHIBIT 10
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MASTER GEOPHYSICAL
DATA ACQUISITION AGREEMENT
Between
-----------------------
("Company")
And
XXXXXX GEOPHYSICAL COMPANY
("Contractor")
Dated: ______________
TABLE OF CONTENTS
CLAUSE PAGE NO.
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1. NATURE OF WORK..........................................3
2. SUPPLEMENTAL AGREEMENT..................................3
3. PERSONNEL, EQUIPMENT AND SUPPLIES.......................4
4. CONDUCT OF OPERATIONS...................................4
5. PERMITS.................................................6
6. REPORTS.................................................6
7. CONFIDENTIALITY.........................................7
8. INDEMNITY...............................................8
9. INSURANCE...............................................9
10. COMPLIANCE WITH LAW/HSE................................10
11. COMPANY REPRESENTATIVE.................................11
12. TAXES..................................................11
13. COMPENSATION/CONTRACTOR'S RIGHTS.......................11
14. INTELLECTUAL PROPERTY..................................12
15. INDEPENDENT CONTRACTOR.................................13
16. ASSIGNMENT AND SUBCONTRACTS............................13
17. FORCE MAJEURE..........................................13
18. AUDIT..................................................13
19. TERM AND RENEWAL.......................................14
20. NOTICES................................................14
21. APPLICABLE LAWS/DISPUTES...............................14
22. WAIVER.................................................15
23. DEFAULT................................................15
24. SURVIVAL OF TERMS......................................16
25. INUREMENT..............................................16
26. ENTIRE AGREEMENT/MODIFICATION..........................16
27. COUNTERPARTS...........................................16
Page 2
MASTER GEOPHYSICAL
DATA ACQUISITION AGREEMENT
This MASTER GEOPHYSICAL DATA ACQUISITION AGREEMENT (the "MASTER
AGREEMENT" or "AGREEMENT") is entered into this -- day of ___, 2003; between
_____, having an office located in __, __ (hereinafter called "COMPANY") and
Xxxxxx Geophysical Company, a Texas corporation having offices in Midland, Texas
(hereinafter called "CONTRACTOR"). Company and Contractor may each be referred
to herein as "PARTY" or collectively as "PARTIES".
For and in consideration of the mutual covenants and promises of the
Parties herein set forth, the Parties do hereby agree as follows:
1. NATURE OF WORK
1.1 Contractor shall conduct, for the benefit of Company, field geophysical data
acquisition surveys (the "SURVEYS" or the "WORK") and related services in search
of subsurface geological formations and structures favorable to the accumulation
of oil, gas and mineral deposits underlying those land areas designated, from
time to time, by Company and accepted by Contractor, all in accordance with the
terms and conditions of this Agreement, and the applicable Supplemental
Agreement. Contractor shall also provide data processing and/or interpretation
services of and for the field data (the "Data") so acquired.
1.2 Such Survey(s) shall be conducted by one or more geophysical crews, as may
be agreed upon by Contractor and Company, in such a manner and subject to the
terms and conditions as set forth herein and in the applicable Supplemental
Agreement. The data processing shall be done in Contractor's data processing
center in Midland, Texas.
1.3 Nothing herein shall require Company to contract with Contractor or
Contractor to accept assignments from Company to conduct Survey(s), except as
may be agreed upon, from time to time, in an appropriate Supplemental Agreement.
2. SUPPLEMENTAL AGREEMENTS
2.1 (General) Whenever Company requests, and Contractor agrees, to conduct a
Survey on behalf of Company, Contractor and Company shall enter into separate
Supplemental Agreements for each separate Survey so undertaken, which
Supplemental Agreements shall be consecutively numbered for identification and
shall provide the following:
(a) The area(s) (state, county/parish, etc.) where the Survey(s)
will be conducted (the "AREA OF OPERATIONS").
(b) The approximate commencement date, if applicable, of the
Survey(s) (the "COMMENCEMENT DATE").
(c) The approximate period of time or number of miles (or square
miles), if applicable, that will be required to complete the
Survey(s).
(d) The type of Survey(s) to be conducted. The equipment,
instruments, personnel and other items (the "CREW") which will
be required for the Survey(s).
(e) The parameters and other technical aspects of the Survey(s)
and/or the processing of the Data acquired thereby.
(f) The compensation to be paid Contractor for conducting the
Survey(s) (the "COMPENSATION").
(g) Any other matters of a business, operational or technical
nature as may be agreed by the Parties.
2.2 (Crew Availability) It is recognized that difficulties in scheduling the
activities of Contractor's geophysical crews may result in overlap or conflicts
which prevent Contractor from providing geophysical Crews to conduct a
particular Survey designated by Company at the time desired. Contractor shall
make every reasonable
Page 3
effort to avoid such overlaps or conflicts in furnishing Company a geophysical
Crew for any designated Survey. In the event of any such conflict, however,
Contractor shall notify Company promptly after such Survey has been requested by
Company that Contractor will be unable to conduct the Survey pursuant to
Company's time schedule. There shall then be, if feasible, at the election of
Company, an agreed alternate date between Company and Contractor that shall be a
firm date for commencement of the Survey by Contractor. If no such alternate
date can be agreed upon, then Contractor shall thereafter have no obligations
hereunder in connection with not conducting said Survey.
2.3 (Incorporation by Reference) Each Supplemental Agreement shall be
incorporated herein by reference, and all terms and provisions of this Agreement
shall apply to each Supplemental Agreement unless, in any particular
Supplemental Agreement, any of the terms and conditions hereof are eliminated or
modified for purposes of that Supplemental Agreement by specific reference to
those terms and conditions hereof to be eliminated or modified. Any Supplemental
Agreement incorporated herein and subject, thereby, to the terms and conditions
hereof shall hereinafter be referred to as "SUPPLEMENTAL AGREEMENT" or
"SUPPLEMENT." This Master Agreement and any applicable Supplemental Agreements
may collectively be referred to as "this Agreement."
2.4 (Conflicting Terms) In the event of a conflict between any of the terms and
conditions of this Master Agreement and those of any Supplemental Agreement, the
appropriate terms of this Agreement shall govern and control, unless
specifically provided to the contrary in any Supplemental Agreement, as provided
above, or where a provision herein states that it is subject to or otherwise
anticipates contrary terms of a Supplement. The fact that additional terms or
provisions appear in one or the other document shall not, in and of itself,
create a conflict.
3. PERSONNEL, EQUIPMENT AND SUPPLIES
3.1 (General) The Contractor shall furnish, place in service and maintain, at
its sole cost and expense, for the performance of Survey(s) hereunder, the Crew
more particularly described in Supplemental Agreements annexed hereto.
3.2 (Additional/Different Personnel or Equipment) Changing operating conditions
may require the Crew personnel and equipment set forth in said Supplemental
Agreements to be increased, reduced or changed or the Area of Operations or the
parameters of the Survey changed. Accordingly, Contractor shall, when authorized
by Company, furnish such auxiliary or additional personnel, equipment, supplies
and services or make such other changes as may be required in connection
therewith all as more particularly set forth and described in the Supplemental
Agreements or amendments thereto, which shall clearly set forth the additional
compensation, if any, to be paid to the Contractor as a result of such changes.
4. CONDUCT OF OPERATIONS
4.1 (Conduct of Operations by Contractor) In conducting operations hereunder,
Contractor shall use its best efforts to conduct all operations hereunder in
accordance with the terms and specifications of this Agreement (and those of the
applicable Supplemental Agreement) and in conformance with generally accepted
practices of the geophysical data acquisition industry. In particular,
Contractor agrees that, in conducting operations under the terms hereof it will:
(a) Enter upon no lands in respect of which all necessary Land
Entry Permits shall not have been first obtained, as provided
in Clause 5 below.
(b) Equip its Crew with instruments and equipment as specified in
the Supplemental Agreement and maintain such equipment in good
operating condition and provide its Crew with qualified and
experienced personnel.
(c) Perform all Survey(s) hereunder in an orderly, efficient and
workmanlike manner in compliance with the terms of this
Agreement and each Supplemental Agreement and all applicable
laws, ordinances, rules and regulations for the time being in
force in every state and locality wherein the Survey(s)
hereunder is to be performed.
(d) Comply fully with the provisions of all worker's compensation
legislation, ordinances, rules and regulations in force in
every state wherein the Survey(s) is (are) to be performed.
Page 4
(e) Initiate all energy source units at a safe distance from water
xxxxx, buildings and other structures owned by third parties
for the purpose of avoiding, as far as reasonably possible and
consistent with prudent geophysical operations, damage to such
xxxxx, buildings and other structures.
(f) Attempt to minimize disturbance to the surface of the land and
all crops and other vegetation thereon. Liability for any
subsequent requirements for erosional or pollution repair or
prevention which has not been caused by the negligence or
other fault of Contractor shall rest solely with Company under
Clause 8.2 below, which liability shall survive the
termination of this Agreement.
4.2 (Company's Obligations) Company agrees with Contractor that it will:
(a) Not require Contractor to do any matter, act or thing in the
performance of the Survey(s) hereunder that is contrary to or
in violation of any law, ordinance, rule or regulation
governing the subject matter of this Agreement.
(b) In the event Company is responsible, under the terms of any
Supplemental Agreement, for obtaining Land Entry Permits
(Clause 5 below) and/or the surveying, shot-hole drilling or
other components of a Survey (whether such services will be
provided by Company or other contractors of Company), cause
such services to be provided in a timely and competent manner
and shall be responsible, to the extent provided herein and in
the Supplemental Agreement, and indemnify, save and hold
Contractor harmless for all costs, losses and liabilities
related thereto.
(c) Designate, sufficiently in advance to permit orderly planning
of the Survey by Contractor, each area to be surveyed and
shall furnish Contractor with all land and base maps,
subsurface well data and all other information that may be
necessary or helpful to the conduct of the Survey(s), all of
which shall be considered the property of Company to be held
by Contractor confidential as provided in Clause 7 below.
4.3 (Work Time) Normal hours and days of work, time off and holidays to be
observed shall be as provided in the applicable Supplemental Agreements hereto
or as otherwise agreed by the Parties.
4.4 (Progress of the Work) Contractor shall keep Company fully informed on a
timely basis of the progress of operations and results obtained during the
course of the Work hereunder and shall consult with Company's Representative(s)
concerning planning of the Work and the seismic data collected. Progress reports
shall be furnished by Contractor as provided in Clause 6 below.
4.5 (No Liens)
4.5.1 Contractor shall not allow any mechanic's or materialmen's
liens or encumbrances to become attached to any property of Company resulting
from the Work performed by Contractor hereunder; provided, however, that
Contractor itself may file mechanic's, materialman's or other liens as may be
appropriate to secure payment by the Company to Contractor under this Agreement.
Likewise, Contractor shall be solely responsible for, and shall promptly pay,
when due, all obligations for labor and material supplied by third parties for
Work to be performed hereunder and shall indemnify and save Company harmless
from and against any and all claims, liens, security interests or other
encumbrances on or against Company property on account of labor performed or
materials furnished to Contractor by its subcontractors, suppliers and vendors
for such Work; provided, however, that Contractor shall not be required to make
payment of any such claim where a bona fide dispute with regard thereto exists
between Contractor and its vendors or suppliers. Contractor shall provide
Company with recordable Releases for all such claims and liens so satisfied.
4.5.2 Company may, if it so elects, pay or discharge any such lien
or encumbrance and may thereupon deduct the amount or amount so paid by Company
from any sums been due or which thereafter shall become due to Contractor under
the terms hereof; provided, however, that prior to discharging any such lien or
encumbrance, Company will consult with Contractor in order to determine whether
or not there is a bona fide dispute between Contractor and its supplier or
subcontractor concerning the claim underlying the lien or encumbrance. If such a
bona fide dispute does exist, Company shall delay discharging the affected lien
or encumbrance until the matter is resolved.
Page 5
4.6 (Title to Data) Except as provided elsewhere in this Agreement or in any
Supplemental Agreement, title to all Data shall pass to Company when acquired by
Contractor and subject to payment by the Company to Contractor of all of
Contractor's obligations hereunder, and Contractor shall deliver all Data to
Company retaining no copies thereof; provided, however, that Contractor shall
deliver to Company all records, maps, reports or other information which has
been produced by the work performed hereunder upon termination of this
Agreement, if so required in writing by the Company.
4.7 (Waiver of Mineral Interest) Unless otherwise specifically provided for in
this Agreement or any Supplemental Agreement hereto, Contractor, for itself and
its subcontractors and the officers, directors and employees thereof, hereby
waives any right, title or interest it may have in, and to any discovery of,
hydrocarbon or other mineral deposits which may be made by reason for the Work
performed under the terms of this Agreement.
5. PERMITS
5.1. (General) Unless Company assumes the permitting responsibility under Clause
5.3 below, Contractor shall, at Company's request and expense, obtain such
permits, licenses and clearances (the "LAND ENTRY PERMITS"). Company's cost
shall include entry fees and damage payments as well as payments to governmental
agents, their per diem, if any, needed to secure such Land Entry Permits.
Contractor will use its reasonable efforts to secure written Land Entry Permits
from the person or persons representing themselves to be owners or lessees of
the areas involved. Contractor will not enter upon lands where Land Entry
Permits have not been obtained by it (or represented by Company as having been
obtained by it) unless otherwise directed, in writing with full indemnification
in favor of Contractor, at Company's sole risk, by Company to do so.
5.2 (Permit Fees) In the event it becomes necessary to pay for permission to
enter upon any area connected with the Survey, Contractor will notify Company of
such area involved and the fees required in order to obtain the Land Entry
Permits and will proceed with the consent of Company's Representative. Company
will reimburse Contractor the cost of all such Permits unless otherwise provided
in the applicable Supplemental Agreement.
5.3 (Permits Obtained by Company) In the event Company assumes the
responsibility for obtaining or supervising the obtaining of all or some Land
Entry Permits from land owners, mineral owners, appropriate governmental
agencies, lessees, tenants, and all other persons having permissible interests
in the land or its subsurface minerals, in the Area of Operations, as may be
required in connection with all such Survey(s) to be performed by Contractor
under this Agreement, either by utilizing Company personnel or those of third
party contractors (whether individuals, corporate or otherwise), Company shall
have the obligations set forth in Clause 8.6 below and Contractor shall not be
responsible for any delays in its operations caused by (i) the inability of
Company to acquire any Permit on a timely basis or (ii) onerous provisions
contained in such Permits which impede or adversely affect the operations of
Contractor hereunder. Contractor shall be compensated during any such delays at
the standby rate set forth in the applicable Supplement. If Company acquires
Land Entry Permits, it will provide copies thereof to Contractor sufficiently in
advance of operations in order for Contractor to properly plan its operations.
6. REPORTS
6.1 (Required Reports) During the course of the Survey(s), Contractor shall
furnish Company with such periodic production and progress reports as provided
in the applicable Supplemental Agreement or, if not so provided, as Company
shall reasonably require, including (subject to Clause 7.2 below) such reports
as may be required by the various agencies of the federal, state and local
authorities where the Survey is being performed.
6.2 (Completion Report) As soon as possible upon completion of each
Survey, Contractor shall furnish Company with reports and data as follows:
(a) A final report consisting of a written description of the
Survey(s) performed and the results thereof accompanied by
maps on a base supplied by Company of all data considered
necessary by Company.
(b) All field data sheets, computation sheets, seismograph
records, weathering data, and engineering data as may have
been generated in the performance of the Survey(s), which
reports and materials shall be permanent property of Company
but accessible to Contractor for technical examination any
time prior to the expiration of this Agreement.
Page 6
(c) Any other reports or data as may be provided for in the
applicable Supplemental Agreement.
Contractor shall not be required to include in reports prepared for,
or information or data supplied to Company hereunder, any data or information
proprietary to Contractor, including, but not limited to, that pertaining to its
instruments, equipment, methods or expertise.
6.3 (Use of Reports) The results stated and the conclusions drawn from all
reports furnished by Contractor to Company hereunder shall represent the best
opinion, efforts and judgment of the Contractor; however, Contractor cannot and
does not warrant or guarantee the accuracy or correctness thereof. Any action
which Company (or those associated with Company) may take as a result of or
based on such reports and the Data to which it refers shall be its own
responsibility and Contractor shall not be liable or responsible for any loss,
cost, damages or expenses whatsoever, including incidental or consequential
damages, incurred or sustained by Company resulting therefrom for which Company
hereby releases Contractor; provided that all such reports, data and
information, as well as the basic data upon which they are based, are acquired,
compiled and prepared, as the case may be, in accordance with the terms of this
Agreement.
6.4 (Access to Data) Company shall at all times have complete access to all
geophysical records and such other data of Contractor relating to the Work and
all such data and records shall, at the conclusion of the Work, belong
exclusively to Company, but shall be retained by the Contractor pending
instructions to be issued by Company with regard to the deposition thereof,
subject to the terms and conditions of clauses 5 above and 13.6 below.
7. CONFIDENTIALITY
7.1 (Confidentiality of Data) Contractor shall use its best efforts to safeguard
(i) geophysical Data acquired from the Work performed hereunder, (ii)
information relating to the location of the Surveys and the type of Work
performed and (iii) information supplied by Company to Contractor which is not
otherwise proprietary to Contractor. Contractor shall not divulge to anyone,
other than Company, its designated agents or employees, any such Data or
information unless previously authorized by Company in writing. Contractor shall
further use its best efforts to cause its employees, agents and subcontractors
to comply with this obligation of secrecy. Reciprocally, Company shall observe
the above secrecy obligation, insofar as it has access to and knowledge of the
equipment, instruments, programs, procedures, and the design and operation
thereof, which are proprietary to Contractor.
7.2 (Confidentiality Exceptions) The obligations of confidentiality and limited
use contained in this Agreement shall not apply to information subject to this
Agreement which:
7.2.1 At the time of disclosure to the receiving Party, was in the
public domain as evidenced by written publications;
7.2.2 After disclosure to the receiving Party, became part of the
public domain by written publication through no fault of the receiving Party;
7.2.3 At the time of disclosure to the receiving Party, was already
in the possession of the receiving Party as evidenced by written records, and
was not acquired directly or indirectly from the disclosing Party;
7.2.4 After disclosure to the receiving Party, the receiving Party
acquired the information from a third party having the right to convey the same,
provided the receiving Party is not obligated to hold such information in
confidence by such third party;
7.2.5 Is furnished to a third party by the disclosing Party without
any restriction on the third party's rights to disclose such information; or
Page 7
7.2.6 Is authorized in writing by the disclosing Party to be
released from the confidentiality and limited use obligations herein.
7.2.7 Is covered by Clause 7.3 below.
7.3 (Government Reporting) It is understood that it is the responsibility of
Company and Contractor to comply with applicable laws, regulations, rules, court
or government agency order or stock exchange regulation or rule regarding the
making of reports and disclosures to appropriate governmental agencies of Data
and information relating to the Work and Contractor shall promptly refer to
Company for appropriate action, including the seeking, at its sole cost, such
protective action as it deems appropriate, any inquiry or request received by it
from any governmental agency respecting Data and information obtained under the
terms thereof, and if Company shall instruct Contractor not to comply with to
any such inquiry or request, Company shall defend and indemnify Contractor
against any loss, damage, fine or penalty or other sanction received, incurred
or suffered by Contractor in consequence of complying with such instruction.
8. INDEMNITY
8.1 (General) In order to allocate the respective responsibilities of Company
and Contractor for liabilities arising out of personal injury or property damage
related to the Work, it is agreed as between Company and Contractor that certain
responsibilities and liabilities for personal injuries and property damage
arising out of the performance of this Agreement should be allocated between
them in order to avoid protracted litigation between Company and Contractor,
along with the associated legal expenses and so that insurance or self-insurance
may be arranged by each Party as necessary to protect them against these
exposures to loss. The following sets out the specifics of the agreements
between Company and Contractor as to the allocation of such responsibilities and
liabilities.
8.2 (Contractors Responsibility) Contractor will protect, defend, indemnify and
hold Company, its officers and directors, harmless from and against any and all
claims, loss, expense, or damages (including costs of defense associated
therewith) arising from any cause whatsoever, out of the Work to be performed
under this Agreement, provided that the claim arises from Contractor's or its
sub-contractors negligence and Contractor shall defend Company at Contractor's
sole expense in any litigation involving the same.
8.3 (Company's Responsibility) Company will protect, defend, indemnify and hold
Contractor, its officers and directors, harmless from and against any and all
claims, loss, expense, or damages (including costs of defense associated
therewith) arising from any cause whatsoever, out of the Work to be performed
under this Agreement, provided that Contractor has fully discharged Contractor's
obligations under this Agreement and Company shall defend Contractor at
Company's sole expense in any litigation involving the same, excepting only
claims made by employees of Contractor, for which Contractor shall indemnify and
hold Company harmless in the manner provided above.
8.4 (Routine Land Damage) Notwithstanding the foregoing to the contrary, Company
shall be solely responsible for and shall protect, indemnify, defend and save
Contractor and its subcontractors harmless from and against any and all claims,
liabilities, demands, causes of action, judgments and settlements (including
associated costs and reasonable attorneys' fees) arising out of claimed damages
to the land on which Contractor has performed Work, as well as the crops, trees,
grass and other flora and fauna thereon, water and irrigation xxxxx, houses and
other structures thereon (collectively the "Land Damages") where such claimed
Land Damages result from the non-negligent operations of Contractor or its
subcontractors in the performance of the Work subject to this Agreement and the
applicable Supplement. The foregoing obligations of defense and indemnity of
Company shall not, however, be applicable in the event and to the extent any
such claimed Land Damages result from the negligent operations of Contractor or
its subcontractors or which are otherwise not in accordance with the terms of
this Agreement or the applicable Supplement.
8.5 (Liability Insurance) The indemnity obligation of the respective Parties, as
set forth in Clauses 8.2, 8.3 and 8.4 above, shall be supported by liability
insurance provided by each Party in the amount of the lesser of (i) $1,000,000
or (ii) the minimum amount required by applicable law.
Page 8
8.6 (Permit Liability) Company shall protect, defend, indemnify and save
Contractor harmless from and against any claim by the owner or lessee of land
and/or of a mineral interest in land on which Work is performed hereunder, which
claim is based upon any theory that (i) the operations of Contractor hereunder
have depreciated the value of the minerals underlying such land, (ii) mineral
trespass, (iii) the wrongful taking, conversion or deprivation of subsurface
and/or mineral information or (iv) any similar theory of recovery (collectively
"TRESPASS CLAIMS"). However, the foregoing indemnification of Company shall not
apply and Company shall not be responsible for any Trespass Claims in any case
and to the extent where Contractor negligently fails to observe conditions or
restrictions contained in any such Permits, provided that same have been
provided by Company to Contractor sufficiently in advance of operations across
the lands covered thereby.
8.7 (Tape Responsibility) Contractor shall be responsible for the safekeeping of
field tapes while such tapes are in the custody of Contractor until such time as
Contractor delivers said tapes to a representative of Company or places them in
the possession of a carrier designated by Company (or if Company does not so
designate a carrier, any reputable carrier selected by Contractor) for delivery
to Company or a third party designated by Company. In the event of loss of or
damage to any tapes for which Contractor is responsible, as provided herein,
Contractor's sole and only responsibility to Company shall be, at the option of
Company, either (i) reacquire the Data affected by such loss or damage or to
(ii) refund (or grant credit) to Company for all Compensation paid (or payable)
to Contractor with respect to such Data so affected. Notwithstanding the
foregoing, Contractor's obligations herein shall be fully satisfied in the event
Contractor or Company has duplicate, undamaged copies of the affected Data and,
if Contractor has such duplicate tape, it promptly provides same to Company
subject to clause 4 above.
8.8 (Wages/Benefits) Contractor shall be solely liable for the payment of (i)
all wages and salaries earned by and payable to its employees as well as for
withholding and/or payment of all Social Security taxes, retirement pensions,
benefits and annuities, now, or hereafter imposed by the government of the
U.S.A. or by any state or other political subdivision thereof and (ii) for
benefits which are now or hereafter offered by Contractor to its employees.
Contractor shall indemnify and save Company, its officers and directors,
harmless from any claims, demands or liability for such wages, salaries or
benefits, as well as for any withholding or Social Security taxes, contributions
or other benefits related thereto.
8.9 (Handling of Claims)
8.9.1 (General) In the event either Party hereto learns of any
claim, liability, demand or cause of action relating to this Agreement or the
performance of it, said Party shall give notice thereof as promptly as possible
to the other Party. If indemnification is required by any of the terms of this
Agreement, the responsible Party shall defend the other and pay all settlements,
judgments, costs, including reasonable attorneys fees, and other expenses,
whether related or unrelated, similar or dissimilar to the foregoing, incident
thereto. Each Party, if requested, agrees to cooperate with the other in any
such defense, and the responsible Party shall reimburse the other for all
reasonable expenses incurred in connection therewith.
8.9.2 (Control of Defense) The Party hereto providing indemnity to
the other Party shall have the right to control the defense of any such claim or
lawsuit with attorneys selected by such Party or its insurers. However, the
other Party shall have the right, at its sole expense, to participate in the
defense of such claim or lawsuit with legal counsel of its own selection.
8.10 (Company's Co-Venturers) In the event Company is in association with, is
operator for or has some other contractual relationship with other companies,
individuals or others in connection with the Work to be performed hereunder, the
above indemnifications extended by Contractor to Company shall also extend to
those parties, and their officers, directors and employees, to which Company is
contractually related.
8.11 (Consequential Damages) Neither Party hereto shall, notwithstanding the
foregoing, be liable to the other Party for any special, incidental,
consequential or punitive damages arising, in any event, from the conduct of the
Parties under the terms hereof, including without limitation, loss of revenue or
profits. Furthermore each Party hereby forever releases and indemnifies the
other from and against any and all claims, liabilities, damages and expenses
arising therefrom.
Page 9
9. INSURANCE
9.1 (General)
The Contractor shall, at its sole cost, maintain, so long as this
Agreement remains in force, and cause its subcontractors to maintain, with one
or more reputable insurance companies, the following insurance:
9.1.1 Worker's compensation and/or employer's liability insurance in
compliance with the laws of all states in which Survey(s) is/are to be performed
or where Contractor's personnel are hired covering all employees engaged by
Contractor (or its subcontractors) in such Survey(s).
9.1.2 Automobile public liability insurance covering all vehicles
performing Survey(s) hereunder, with limits of One Million Dollars ($1,000,000)
for one or more persons injured or killed, or property damage incurred per
occurrence, combined single limit.
9.1.3 Comprehensive public liability insurance covering all
operations hereunder with limits of One Million Dollars ($1,000,000) for one or
more persons injured or killed in any one accident, and with property damage
limits of One Million Dollars ($1,000,000) per occurrence, combined single
limit.
9.1.4 If aircraft are used in the operations hereunder, Aviation
Liability Insurance covering all airplanes and helicopters, whether non-owned,
chartered, or hired and furnished by Contractor (or its subcontractors) and used
in the operations hereunder in an amount of not less than One Million Dollars
($1,000,000) per occurrence combined single limit.
9.1.5 If waterborne vessels are used in operations hereunder, hull
and machinery insurance shall be maintained in an amount at least equal to the
market value of each vessel owned by Contractor and used in operations
hereunder. In the event the vessel is time-chartered by Contractor, then
Contractor shall require the owner of the vessel to procure such insurance.
9.2 (Insurance Certificates) Before any Survey(s) are commenced by Contractor
hereunder, Contractor shall furnish to Company certificates attesting the above
insurance coverages to be in force and providing that Company will be given at
least ten (10) days written notice prior to cancellation, termination or
significant modification thereof.
9.3 (Miscellaneous) It is understood and agreed that Contractor's insurance
coverage as detailed in the foregoing sections shall afford Company protection
and coverage with respect to those matters covered by specific indemnity
agreements extended by Contractor elsewhere provided herein and, except for
workers compensation insurance, Company shall be named an additional insured
Party under said policies but only to the extent of the liabilities assumed by
Contractor under the terms hereof. All insurance policies required by this
Agreement to be maintained by Contractor shall be endorsed whereby Contractor's
insurers shall waive their rights of subrogation against Company, entities
affiliated with Company and their respective insurers to the extent of the
liabilities assumed herein by Contractor. Any and all deductibles or retentions
applicable to Contractor's insurance coverages shall be assumed by Contractor at
its sole expense. Unless prohibited or limited by applicable law, insurance
provided by the Parties in support of their respective indemnity obligations set
forth in Clause 8 above shall in no way serve to limit each such Party's
indemnity obligations.
9.4 (Subcontractors) Contractor shall require, to the extent possible, that each
of its subcontractors, if any, performing Work hereunder maintain such insurance
coverages as are required of Contractor.
10. COMPLIANCE WITH LAWS/HES
10.1 (Laws) Contractor shall comply with all applicable laws, rules and
regulations, both federal, state and local, applicable to any Survey performed
by Contractor hereunder, and shall also comply with, observe and abide by the
Health, Environment and Safety standards of any applicable governmental agency.
10.2 (Health, Environment and Safety) Contractor will perform the Survey(s)
applying the most current edition of either the IAGC Land Geophysical Operations
Safety Manual or the IAGC Marine Geophysical Operations Safety
Page 10
Manual, as applicable, as a minimum set of standards supplemented by both
Contractor and Company HES rules and work procedures. The more stringent of
Company's or Contractor's policy and standards shall apply. Company reserves the
right to intervene and consult with Contractor in development of solutions for
hazards identified in execution of the Work. Contractor will equally apply HES
standards to, and enforce compliance with all such standards, by all
subcontractors of any tier, and the agents, employees or other personnel under
their control and will replace at Contractor's expense those who fail to comply.
10.3 (Accidents) Contractor shall report all accidents to Company. In the event
there is an accident involving damage to the property or injury to the personnel
of Contractor, Company or any third party, any environmental damage or any
incidents involving media attention, which arise out of, result from, or is in
any way connected with Contractor's Work under this Agreement, all Contractor
reports shall contain factual information only and will not contain opinion,
speculation or supposition as to fault, liability or prevention. Company
reserves the right to participate in the investigation of any incident or
accident resulting from the Work conducted pursuant to this Agreement.
11. COMPANY REPRESENTATIVE
Company shall designate in writing a representative of Company
(whether an employee of Company or a third party) to whom Contractor's Party
Chief or other representative may deliver reports and other confidential
information developed from Survey(s) and from whom Contractor will receive
instructions related thereto (the "COMPANY REPRESENTATIVE" or "REPRESENTATIVE").
Such Representative shall have the right to be present during the conduct of the
Survey(s). Contractor agrees to accept instructions in connection with the
operations hereunder within the scope of this Agreement and the applicable
Supplement from such Company Representative. All such instructions given by the
Company Representative to Contractor which relate to the Work shall be binding
on Company which will not be entitled to thereafter disavow same.
12. TAXES
12.1 (Equipment) Contractor will be solely responsible for all taxes, duties,
rates and assessments that may be levied in respect of any vehicles, equipment,
instruments or supplies furnished by Contractor in the performance of any Survey
performed hereunder.
12.2 (Payroll) Contractor will be solely responsible for all payroll taxes,
unemployment insurance assessments, federal and/or pension contributions and all
other payroll deductions required to be made according to law in respect of the
personnel of Contractor engaged in the performance of any of the Survey
hereunder.
12.3 (Income) Contractor shall be solely responsible for any and all taxes
assessed against it by the government of the U.S.A. or any state thereof having
jurisdiction, which taxes are assessed against Contractor as a result of
compensation earned by Contractor hereunder and Contractor shall protect,
indemnify, defend and save Company harmless from and against any such tax
assessments, as well as those described in Clauses 12.1 and 12.2 above.
12.4 (Sales/Use) Notwithstanding the foregoing, Contractor shall in no event be
liable for sales, value added, use, gross receipts and similar taxes and charges
assessed by any applicable government agency, as a result of any Survey
conducted by Contractor under the terms of this Agreement, even though those
taxes are generally measured by revenue or income of the Contractor, as such
incidental taxes are not usually considered as "income" or "profits" taxes as
those terms are generally understood in the geophysical industry. All such
sales, value added, use and similar taxes and charges shall be for the account
of Company and, if paid by Contractor, shall be reimbursed by Company under
applicable provisions hereof.
13. COMPENSATION/CONTRACTOR'S RIGHTS
13.1 (Fees) The Company agrees to pay Contractor and Contractor agrees to accept
payment for the Work to be performed hereunder at the applicable rates set forth
in Supplemental Agreements.
13.2 (Payment) Subject to contrary provision of any Supplement, the Contractor
shall, on or before the 15th day of each month, render to Company an itemized
invoice showing the amount due for services rendered, reimbursable costs and
charges incurred by Contractor on behalf of Company hereunder during the
preceding calendar month, such
Page 11
invoice to be accompanied in each case by supporting vouchers and receipts.
Except to the extent they are contested in good faith by Company, the Company
shall, within thirty (30) days following receipt of such invoice, remit payment
of the undisputed portion of same in full in United States funds by check, bank
draft or money order (or bank/wire transfer) payable to Contractor at its
offices (or bank account) set forth in Clause 20 or in the applicable
Supplemental Agreement.
13.3 (Late Payment) If Company fails to pay any properly submitted and supported
invoice, or portions thereof, of Contractor within the said thirty (30) day
period, the unpaid amount thereof shall (unless otherwise subject to bona fide
dispute), at the option of Contractor, bear interest until paid at a rate equal
to the prime rate as published in the Wall Street Journal plus two percent or
such lesser maximum rate allowed by applicable law, per month until paid.
13.4 (Disputed Invoices) In the event Company has a bona fide question
concerning a Contractor invoice or a portion thereof, Company shall give notice
thereof to Contractor specifying the reasons therefor within ten (10) days after
receipt of such invoice and thereafter the late payment charges provided above
shall not apply to such invoice or portion thereof in question or dispute. The
Parties shall meet in an effort to answer such questions and to resolve such
disputes as promptly as possible.
13.5 (Effect of Payment) Payment of any Contractor invoice by Company shall not
prejudice the right of Company to protest or dispute the correctness of any
invoice or any portion thereof before the expiration of the audit period (Clause
18 below) following the end of the calendar month during which such statement
was submitted. The passage of the audit period (Clause 18 below) without protest
shall conclusively establish its correctness.
13.6 (Right to Withhold Data) Contractor shall have the option, exercisable at
any time, to (i) retain possession of raw data tapes containing the geophysical
data (the "Data") acquired under the terms of this Master Agreement or any
Supplemental Agreement hereto and, (ii) regardless of any other provision of
this Master Agreement to the contrary, not be required to deliver said Data to
Company until such time as all fees and other charges owed by Company to
Contractor under the terms hereof (other than those which are subject to a bona
fide question or dispute) are paid in full.
14. INTELLECTUAL PROPERTY
14.1 (Indemnity) The Contractor shall, at its sole cost and expense, protect,
defend, indemnify and save harmless Company from and against any and all claims,
demands and liabilities made against or incurred by Contractor and/or Company
for the alleged infringement or misappropriation by Contractor of any United
States Letters Patent or patent rights held or licensed by Contractor or others
which arise out of the operations of Contractor under the terms hereof provided
that (i) in the event such claim is received by or demand made upon Company,
Company notifies Contractor in writing of the receipt of the claim or demand or
the filing of such proceeding within ten (10) days after the receipt of notice
of such claim, demand or service of process thereof, and (ii) Contractor is
given complete control of the defense of such proceedings, including the right
to defend, settle and make adjustments in instruments, equipment, methods,
software or processes utilized by Contractor to perform the Work for the purpose
of avoiding any such alleged infringement or misappropriation, provided that
such adjustments do not materially and adversely affect the quality of the Data
acquired pursuant hereto.
14.2 (Infringement Relief) If Contractor is prevented from performing any of its
obligations hereunder by injunction or other legal proceedings based upon any
claims for alleged infringement or misappropriation of any United States Letters
Patent or patent rights, or if on account of claims of alleged patent
infringement or misappropriation, Contractor shall discontinue its use of or
change instruments, equipment, methods, software or processes contemplated in
this Agreement, Contractor shall, in every such event, be relieved from
performance of its obligations hereunder insofar as such nonperformance is the
result of such alleged patent infringement or misappropriation or any injunction
or other legal proceeding. The Company shall be relieved of its obligation or
make payment hereunder in respect of any Survey(s) to the extent Contractor is
unable to perform same by reason of the alleged patent infringement or
misappropriation claim.
14.3 (Rights to Intellectual Property) The Parties expressly agree that all
software programs, documents, materials and other work created, developed or
performed by Contractor in the course of performance of this Agreement,
including, but not limited to, data, drawings, reports, designs and working
papers shall be and is the exclusive property
Page 12
of Contractor which shall have all rights, title and interest therein including,
but not limited to, patents, copyrights, trade secrets and any other proprietary
rights. CONTRACTOR HEREBY GRANTS TO COMPANY A PERPETUAL, NON-EXCLUSIVE,
NON-TRANSFERABLE ROYALTY-FREE LICENSE AND RIGHT TO USE ONLY FOR THE PURPOSES OF
THIS AGREEMENT ANY SOFTWARE PROGRAMS, DOCUMENTS, MATERIALS OR OTHER WORK
DELIVERED TO COMPANY BY CONTRACTOR.
15. INDEPENDENT CONTRACTOR
Nothing contained in this Agreement shall be construed so as to
constitute Contractor as a general agent or employee of Company, and the
exclusive management, direction and control of the employees of Contractor and
its subcontractors and the Survey(s) to be conducted under the provisions hereof
shall, subject to the right of general supervision of Company's Representative,
always reside in Contractor, Company being interested only in the results
obtained. Company's right to supervise shall include the right to request, for
good cause shown, the removal and replacement (at Contractor's sole cost) of any
of the personnel of Contractor or its subcontractors. Company shall also have
the right of prior approval before the transfer of any of Contractor's key
personnel assigned to the Work.
16. ASSIGNMENT AND SUBCONTRACTS
16.1 (Subcontracts) The Contractor may subcontract to any reputable
subcontractor or subcontractors such portions of the Survey(s) to be performed
hereunder as is customary and usual in the performance of same, but Company
shall in no way be held liable for payment of any monies due to any such
subcontractors. The Contractor shall, notwithstanding the subcontracting of any
Survey(s) to be performed hereunder, remain liable and responsible to Company
for the proper performance of every portion of the Survey(s) subcontracted to
others.
16.2 (Assignments) Subject to Clause 16.1 above, neither Party shall assign this
Agreement in whole or in part without prior written consent of the other Party
except to a company which is affiliated to the assigning Party or where such
assignment is the result of an operation of law. An "affiliate" of a Party is
defined as any company or other entity which is, either currently or resulting
from any future merger, acquisition or reorganization of the affected Party, (i)
owned as to at least a 51% equity interest by the affected Party, (ii) owns the
affected Party as to at least a 51% equity interest or (iii) is under common
ownership (as to at least a 51% interest) with the affected Party. As for
Company, "affiliate" shall also include those third party entities which are
contractually related to Company in the exploration or development in Area of
Operations. The affected Party shall promptly notify the other Party of any such
permitted assignment.
16.3 (Right to Pledge - Optional) Contractor reserves the right to pledge its
receivables to be received under the terms hereof to the financial institution
which provides working capital financing to the Contractor. In the event
Contractor so assigns its receivables, such financial institution shall have no
recourse against Company with regard thereto and Contractor shall defend and
indemnify Company for any loss resulting therefrom.
17. FORCE MAJEURE
Neither Contractor nor Company shall be responsible for failure to
perform the terms of this Agreement or any Supplemental Agreement (other than
the payment of money) when performance is hindered or prevented by strikes,
lockouts, or other labor difficulty, war or acts of war, riots or civil unrest,
fire, storm, flood, earthquake, terrorism, vandalism, interference by any
government authority, inclement weather that adversely affects Data recording
operations or any other cause beyond the reasonable control of the affected
Party, whether or not similar to the matters herein enumerated ("Force
Majeure"). Compensation shall be payable to Contractor for work stoppages or
delays due to Force Majeure at the applicable standby rate or such other rate,
if any, as may be set forth in the applicable Supplemental Agreement or as
mutually agreed upon in writing by Company and Contractor for up to thirty (30)
days; and if stoppage for such cause persists after said thirty (30) day period
(i) compensation shall be at a rate agreed upon by Company and Contractor if
Company requests Contractor to continue to stand by to resume operations; or
(ii) Company or Contractor may forthwith terminate this Agreement or the
affected Supplemental Agreement.
18. AUDIT
18.1 (Audit Right) Contractor shall maintain full and complete records
concerning invoices which are based on Contractor's costs or other reimbursable
billing basis in such manner and detail as to permit reasonable verification of
all
Page 13
such charges made to Company. Company shall have the right, at its sole cost, to
audit such records at any reasonable time upon written request to Contractor for
a period of one (1) year from the date such costs were incurred. Items of
Compensation stated in terms of fixed percentages or fixed lump sums shall not
be subject to audit under this clause. Any audit so conducted by Company
hereunder shall be directed solely to Contractor's records related only to Work
performed hereunder for Company and Company payments and reimbursements related
thereto and shall not encompass Contractor's operations on behalf of any other
client. Contractor shall provide reasonable assistance and shall cooperate with
Company in order to facilitate the timely performance of any audits provided for
above. No such audit shall pertain to any intellectual/property or trade secrets
of Contractor or records or periods of time which have previously been audited
by Company.
18.2 (Audit Results) Upon completion of any audit, Company shall pay Contractor
any compensation due hereunder as shown by the audit. Any amount by which the
total payments made by Company to Contractor exceeds the amount due Contractor
as shown by the audit shall be promptly refunded to Company.
19. TERM AND RENEWAL
This Master Agreement is effective from the day and year above
written and will remain in effect until either Party terminates it by giving the
other thirty (30) day's advance written or electronically dispatched notice.
However, if a Supplemental Agreement is in effect when such notice is given,
termination of the Master Agreement shall not be effective until the date of
termination of such Supplemental Agreement. This Agreement may be renewed from
time to time on such terms and subject to such conditions as the Parties may in
writing agree upon.
20. NOTICES
20.1 All notices permitted or required to be given under the terms of this
Agreement shall be in writing and shall be deemed effective upon receipt if sent
by air mail, registered or certified and return receipt requested, post prepaid,
and addressed to the respective parties hereto at their respective addresses
shown below:
Contractor Company
---------- -------
Xxxxxx Geophysical Company
Attention: Mr. Attn: Mr.
000 X. Xxxx Xxxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
or at such other address as shall be designated in accordance with this Notice
provision. Notices given by telex, telecopier, telefax, e-mail or other
electronic means, or by commercial courier/messenger service, shall also be
effective upon receipt.
20.2 Either Party may change its address for notice purposes at any time upon
giving written notice specifying such new address and the effective date of such
address change to the other Party, as provided above.
21. APPLICABLE LAWS/DISPUTES
21.1. (Applicable Law) This Master Agreement and all Supplemental Agreements
hereto shall be interpreted and construed in accordance with the laws, both
statutory and common law, of the State of Texas, excluding only those
choice-of-law provisions which would require the law of some other jurisdiction
to be applicable.
21.2 (Disputes) In the event, during the term of this Master Agreement or any
Supplemental Agreement, a dispute or controversy should arise between the
Parties as to the requirements and/or interpretation hereof or Contractor's
performance hereunder, both Parties agree to meet and negotiate in the utmost
good faith in an attempt to satisfactorily resolve the issue(s), which is the
subject of such dispute or controversy.
21.3 (Governing Rules) As between the Parties, any claims, disputes and
controversies arising under or in connection with this Master Agreement or any
Supplemental Agreement which cannot be resolved by mutual
Page 14
agreement shall, upon written notice by one Party to the other, be submitted to
arbitration in accordance with and subject to the Rules of Conciliation and
Arbitration of the American Arbitration Association.
21.4 (Forum of Proceedings) All arbitration hearings held pursuant to this
Clause shall be conducted in Midland, Texas or such other location agreed upon
by both Parties. The decision of the arbitration shall be (i) final and binding
upon the Parties, (ii) not appealable to any court and (iii) enforceable in any
court having jurisdiction over the Party to be charged.
21.5 (Proceedings) Any dispute, controversy or claim arising out of or relating
to this Master Agreement, including without limitation, a dispute related to
breach, interpretation, termination or invalidity of this Master Agreement
between Company and Contractor shall be finally and exclusively settled by
binding arbitration conducted in accordance with the Rules of the American
Arbitration Association ("AAA") in effect as of the date of this Master
Agreement. The award of the arbitrators shall be final, binding on the Parties
and not subject to appeal. The arbitral tribunal shall not award special,
indirect, consequential, exemplary or punitive damages. The arbitral tribunal
may grant interim or injunctive relief or demand specific performance.
21.6 The arbitration tribunal shall be composed of three (3) arbitrators. Each
Party shall appoint one (1) arbitrator. If, within thirty (30) days after
receipt of the claimant's notification of the appointment of an arbitrator, the
respondent has not notified the claimant in writing of the name of the
arbitrator it appoints, the claimant may request the AAA to appoint the second
arbitrator. The arbitrators thus appointed shall choose the third arbitrator who
will act as the presiding arbitrator of the tribunal. If within thirty (30) days
after the appointment of the second arbitrator, the two arbitrators have not
agreed upon the choice of the presiding arbitrator, then either Party may
request the AAA to appoint the presiding arbitrator in the same way as a sole
arbitrator would be appointed under Article 6.3 of the UNCITRAL Rules.
21.7 The arbitration proceedings, including the making of the award shall take
place in Midland, Texas. The arbitration shall be administered by the AAA. The
provisions of this Clause 21 shall continue in force notwithstanding the
expiration or prior termination of this Master Agreement. The award shall be
final and binding on the Parties and may be entered in any court having
jurisdiction and application may be made in such court for a judicial acceptance
of the award or an order of enforcement, as the case may be.
22. WAIVER
The rights herein given to either Party hereto may be exercised from
time to time, singularly or in combination, and the waiver of one or more of
such rights shall not be deemed to be a waiver of such rights in the future or
of any one or more of the other rights which the exercising Party may have. No
waiver of any breach of a term, provision or condition of this Master Agreement
or any Supplement by one Party shall be deemed to have been made by the other
Party, unless which waiver is expressed in writing and signed by an authorized
representative of such Party, and the failure of either Party to insist upon the
strict performance of any term, provision or condition of this Agreement or any
Supplemental Agreement, or to exercise any option herein given, shall not be
construed as a waiver or relinquishment in the future of the same or any other
term, provision, condition or option.
23. DEFAULT
In the event either Party hereto should, at any time during the term
hereof, commit an act of bankruptcy or assign, voluntarily or involuntarily, its
assets for the benefit of its creditors or should proceedings be commenced
against or by either Party under any bankruptcy, insolvency or similar statute
or should either Party fail to comply with any material term or provision hereof
(any such action or condition being hereinafter referred to as "Default") the
other Party may terminate this Master Agreement, or the appropriate Supplemental
Agreement, at its option exercisable at any time after thirty (30) days have
elapsed after giving notice to the defaulting Party of such Default and the
defaulting Party has failed, during such period, to cure such Default or to
commence such cure to the reasonable satisfaction of the other Party.
24. SURVIVAL OF TERMS
Page 15
The termination of this Agreement, or any Supplemental Agreement
concluded in connection with this Agreement, shall not release the Parties from
obligations which, expressly or by their nature, survive the termination hereof
beyond such termination. In particular, and as examples and not by way of
limitation, each Party shall remain, notwithstanding the termination hereof or
of any Supplemental Agreement, bound to their respective obligations arising
under Clauses 5, 7, 8, 10, 12, 13, 17, 18 and 21 above.
25. INUREMENT
Subject to Clause 16 above, this Master Agreement shall inure to the
benefit of and be binding upon the Parties hereto and their respective
successors and assigns.
26. ENTIRE AGREEMENT/MODIFICATION
This Master Agreement together with each Supplemental Agreement, as
written, embodies the entire contract between the Parties hereto with respect to
the subject matter hereof and supersedes and replaces any previous agreement,
oral or written, made and entered into between the Parties hereto respecting the
Survey(s) to be performed hereunder. No modification of this Master Agreement or
any Supplemental Agreement shall be valid unless in writing, referencing this
Master Agreement or the applicable Supplemental Agreement and signed by an
authorized representative of both Parties.
27. COUNTERPARTS
This Master Agreement and any Supplemental Agreement may be executed
in two (2) or more counterpart copies, each of which shall be deemed an original
and together they shall constitute one and the same instrument. Faxed or
telecopied signature pages shall be deemed an original provided that originally
signed signature pages are exchanged timely.
IN WITNESS WHEREOF, the Parties hereto have executed this Master
Agreement as of the day and year first above written.
COMPANY: XXXXXX GEOPHYSICAL COMPANY:
-------- --------------------------
BY: BY:
--------------------------- ---------------------------
TITLE: TITLE: Executive Vice President
------------------------
DATE: DATE: , 2003
---------------------------
Page 16
SUPPLEMENTAL AGREEMENT No. __
To
Master Geophysical Data Acquisition Agreement
Dated: ___ (contract date)
between ____ ("COMPANY") and
Xxxxxx Geophysical Company ("CONTRACTOR")
--------
I. DESCRIPTION OF SURVEY
---------------------
All geophysical operations conducted by Contractor will be performed
in accordance with the terms and conditions of this Supplemental
Agreement (the "SUPPLEMENT") and the Master Geophysical Data
Acquisition Agreement referenced above (the "MASTER AGREEMENT").
Contractor shall render Services described herein, and Company will
compensate Contractor at rates specified herein. This Survey will
consist of the acquisition of approximately _ linear miles/ square
miles of 2-D/3-D seismic data across lands located in the __ Area, _
County, _ as directed by Company (the "PROJECT").
II. DATA ACQUISITION PARAMETERS
---------------------------
Crossline patch cable/source line layout -foot geophone line spacing
-foot geophone groups intervals -foot source line spacing -foot
source point intervals
sweeps per vibrator source point -second sweep length -second
record length
Start with - lines of - groups; roll into - lines of - groups
110 ft. x 110 ft. bin size
III. COMPENSATION
------------
Company shall pay to Contractor, as consideration for performing the
Project, the compensation set forth below, as well as the costs for
which Contractor shall be reimbursed by Company as provided in
Section IV below:
Turnkey rate for acquisition, per square mile of
surface coverage.................................. $___________
Turnkey rate for processing, per square mile of
surface coverage.................................. $___________
Stand-by and experimental rate, per hour............ $___________
Note: Source points that are skipped and cannot be made up at
another location will be computed in the mileage
compensation. Additional source points, if any, above
the totals reflected in Section II above, will be
charged for on a prorated basis.
INVOICING TERMS
For providing the Services contemplated herein, Contractor shall,
not withstanding anything to the contrary in Clause 13 of the Master
Agreement, invoice Company, for both compensation (Section III) and
reimbursables (Section IV) as follows:
Said invoices shall be payable by Company as provided in Clause 13
of the Master Agreement.
IV. REIMBURSABLES
-------------
In addition to the compensation set forth in Section III above,
Company shall reimburse Contractor for the following:
A. Company approved permit fees and all permit related costs
including fees paid to landowners, leaseholders, and federal, state
and local authorities by
Contractor...................................................AT COST
B. If requested by Company, cost of Permit Agent/s and Vehicle/s
used in securing permits for lines or portions thereof (also
applicable if any lines permitted are subsequently abandoned, at
Company's request, without completing seismic recording operations)
(Per Agent/Per
Day).........................................................$______
C. Notwithstanding anything to the contrary contained in the Clause
8 of the Master Agreement, damages or claims for damages to land as
well as to crops and other flora, livestock, fences, buildings,
water xxxxx and other structures in or on the land, where such
damages have resulted from prudently conducted operations and are
not attributable to negligence or other fault on the part of
Contractor or its employees..................................AT COST
D. Subject to the approval of Company, the cost of any specialized
equipment that may be required to gain access to areas which, due to
the nature of the terrain or permit requirements (for example, non
studded balloon tires), are inaccessible to normal crew equipment,
the trucking and use of such equipment for such activities as line
clearance and/or dozing (including any snow plowing/removal)
equipment....................................................AT COST
E. Cost of non-standard source and receiver line surveying
requirements (including GPS systems for vibrators)...........AT COST
F. (Optional) As a result of the potential shortage of
subcontractors for this Project, although Contractor will endeavor
to use those subcontractors that have offered the most attractive
pricing and availability utilized in determining pricing for this
Project, if subcontractors used on this Project require compensation
that exceed that used in determining pricing of this Project, then
Company will be responsible for those excess costs...........AT COST
G. Damage to Contractor's equipment caused by livestock or
wildlife.....................................................AT COST
H. Any special services to satisfy ecological, environmental and
governmental agents..........................................AT COST
I. Shipping of data from crew to Company.....................AT COST
J. Any additional equipment and/or services requested by
Company......................................................AT COST
K. Any applicable sales, use or value added taxes, duties, levies or
fees on Contractor's Services................................AT COST
L. Rental of required safety equipment (such as H2S detectors,
pipeline detectors, etc.), and/or services requested by
Company......................................................AT COST
M. Additional source and receiver line surveying and/or
re-surveying.................................................AT COST
V. ITEMS TO BE FURNISHED BY COMPANY
--------------------------------
PROGRAM MAPS
Company shall furnish Contractor with maps of suitable scale to
permit advance logistical planning, program assignment and survey
tract identification and construction of shot point location maps.
VI. BASIC CREW PERSONNEL
--------------------
One party manager with 4x4 pickup truck
One assistant party manager with 4x4 pickup truck
One permit agent with 4x4 pickup truck
One observer with 4x4 pickup truck
One assistant observer
Twenty-one or more recording helpers with one personnel carrier
Necessary conventional and/or GPS survey crews
One surveyor
One assistant surveyor
Six vibrator operators and one mechanic
VII. BASIC CREW EQUIPMENT
--------------------
Surveying--Trimble 4000SSI GPS receivers for static and kinematic
control with Wild TC-1000 total station electronic
system with a Toshiba lap top computer for data
reduction to SEG P-3 or SEG P-1 and output to a floppy
disc
Recording--I/O System Two recording system
- channels
millisecond sample rate
geophones per group
Energy Source--- Xxxxx Model 24 (50,000 pounds peak force) or -
Xxxxx Model 26 (62,000 pounds peak force) operating at
all times
Xxxxxx Model 5 Advance II sweep control electronics with
non-linear sweep capabilities
VIII. CONFLICTS
---------
Any conflict between the terms of this Supplement and the Master
Agreement shall be controlled by the terms of the Master Agreement
unless any terms of the Master Agreement are specifically altered by
the terms hereof.
IX. TERMINATION
-----------
This Supplement will terminate upon the completion of the Project or
as provided for in the Master Agreement.
X. ADDITIONAL PROVISIONS
---------------------
None
This Supplemental Agreement No. ___ is executed by the Parties as of the date
shown above.
COMPANY XXXXXX GEOPHYSICAL COMPANY
By: By:
---------------------------- ----------------------------
Title: Title:
------------------------- -------------------------
Date: Date:
-------------------------- --------------------------
