ADVENTURE ENERGY-REBELL OIL TURNKEY DRILLING CONTRACT
EXHIBIT
10.6
ADVENTURE
ENERGY-REBELL OIL
THIS
AGREEMENT made and entered into this the 10th day of March,
2009, by and between Adventure Energy, Inc. a
Florida Corporation, of 00
0xx Xxxxxx Xxxxx, Xxxxx 000, Xx.
Xxxxxxxxxx, XX 00000, hereafter referred to as “OPERATOR” and Rebell Oil of Kentucky, a
Kentucky Limited Liability Company, of 000 X. Xxxx Xx, Xxxxxxxx, XX
00000, hereinafter referred to as “CONTRACTOR”.
IN CONSIDERATION of the mutual
promises, conditions and agreements herein contained and the specifications and
special provisions set forth in Exhibit “A” attached hereto
and made a part hereof (the “Contract”), Operator engages Contractor as an
independent contractor to drill the hereinafter designated xxxxx in search of
oil or gas on a Turnkey basis.
For the
purposes hereof the term “Turnkey” or Turnkey Basis” means Contractor shall
furnish the equipment, labor and perform services as herein provided to drill
xxxxx, as specified by Operator, to the Turnkey Depth. Subject to
terms and conditions hereof, payment to Contractor at a stipulated price is
provided for herein. While drilling on a Turnkey Basis Contractor
shall direct, supervise and control drilling operations and assumes certain
liabilities to the extent specifically provided for herein.
1. LOCATION
OF WELL #1
Well name
and Number:______ X.X.
Xxxxxxx Well#1 ___________________________
Parish/County:____
Metcalfe_______________ State:__
Kentucky___ Field Name:_______
Well location and land
description:_____ East Fork USGS Quadrangle
160 acres
___________
LOCATION
OF WELL #2
Well name
and Number:______ X.X.
Xxxxxxx Well#2 ___________________________
Parish/County:____
Metcalfe_______________ State:__
Kentucky___ Field Name:_______
Well location and land
description:_____ East Fork USGS Quadrangle
160 acres
___________
LOCATION
OF WELL #3
Well name
and Number:____J.X.
Xxxxxxx Well#3 _______________________________
Parish/County:___Metcalfe____________
State:_Kentucky___ Field
Name:_____________
Well
location and land description:__East Fork USGS Quadrangle
160 acres_______________
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LOCATION
OF WELL #4
Well name
and Number:____J.X.
Xxxxxxx Well#4 _______________________________
Parish/County:___Metcalfe____________
State:_Kentucky___ Field
Name:_____________
Well
location and land description:__East Fork USGS Quadrangle
160 acres_______________
LOCATION
OF WELL #5
Well name
and Number:____J.X.
Xxxxxxx Well#5 _______________________________
Parish/County:___Metcalfe____________
State:_Kentucky___ Field
Name:_____________
Well
location and land description:__East Fork USGS Quadrangle
160 acres_______________
The above
is for well and Contract identification only and Contractor assumes no liability
whatsoever for a proper survey or location stake on Operator’s
lease.
2. COMMENCEMENT
DATE:
Contractor
agrees to use reasonable efforts to commence operations for the drilling of the
well by 25th
day March 2009,
or earlier at the request of the Operator.
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3.
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DEPTH
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Subject
to provisions hereof, the xxxxx shall be drilled to the depth specified
below:
Turnkey
Depth: The well
shall be drilled up to 2000 feet or ____________ of the _________________
formation, or the depth at which the _____________ inch casing or liner set,
whichever is the lesser depth, which will herein be referred to as the Turnkey
Depth.
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4.
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TURNKEY
AMOUNT, REIMBURSABLE COSTS TO
CONTRACTOR:
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Contractor
shall be paid as follows for the work performed hereunder.
Turnkey amount: For work
performed on Turnkey Basis as herein provided the amount will be $44,500 for a well from 1001’
up to 2000’ and $33,000
for a well up to 1000’.
Reimbursable Costs: Operator
shall reimburse Contractor for the costs of material, equipment, work or
services which are to be furnished by Operator as provided for herein but which
for convenience are actually furnished by Contractor at Operator’s request, plus
___________________ percent for such cost of handling. When, at Operator's request and with
Contractor's agreement, the Contractor furnishes or subcontracts for certain
items or services which Operator is required herein to provide, for purposes of
the indemnity and release provisions of this Contract said items or services
shall be deemed to be Operator furnished items or services. Any subcontractors
so hired shall be deemed to be Operator's contractor, and Operator
shall not be relieved of any of its liabilities in connection
therewith.
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5.
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TIME
OF PAYMENT:
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Payment
is due by Operator to Contractor as follows:
Turnkey Basis: Payment becomes
due for all Turnkey services specified in this Contract per stated schedule as
follows:
Upon
completed and signed Turnkey Contract, deposit of $10,000
is required.
Invoices
for remainder of contract are due upon presentation to Operator and Operator’s
acceptance of work performed at the completion of each well.
6. TURNKEY
COMMITMENTS AND LIABILITY:
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6.1 Upon
completion by Contractor of all operations to be performed by it under the
Turnkey Basis, Contractor shall notify Operator of such completion by
noting the date and hour of such completion upon the daily drilling report
form required by Subparagraph 7.1 hereof. No later than twenty-four (24)
hours after Operator's receipt of such notification, Operator shall advise
Contractor in writing of any objections it may have with respect to
Contractor's performance hereunder Operator's failure to so object to
Contractor's performance within the specified period shall be conclusive
proof of Operator's acceptance of the well and Contractor's performance
hereunder.
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6.2 In connection
with the work to be performed hereunder, Contractor shall carry Xxxxxxx’x
Compensation Insurance to fully comply with the laws of said state in
which such work is to be performed and shall comply with all applicable
environmental laws. Contractor shall contain all fuel or oil spills
associated with the drilling of this well or xxxxx. Location shall be kept
clean and Contractor shall require hard hats and steel-toe boots of its
employees. Contractor shall not allow smoking or use of flammable
equipment within 150 feet of well during drilling, cementing, or logging
operations. Contractor shall not allow any unauthorized personnel nor
knowingly allow anyone to use illegal drugs or alcohol on the
premises.
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6.3 Contractor agrees to
pay all valid claims for labor, material, services, and supplies to be
furnished to Contractor hereunder, and agrees to allow no lien by such
third parties to be fixed upon the lease, the well, or other property of
Operator or the land upon which said well(s) is
located.
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6.4 Upon acceptance of
the work by Operator pursuant to Subparagraph 6.1 hereinabove, all risk of
loss with respect to the well(s) drilled hereunder and goods and services
provided by Contractor shall pass to Operator. Contractor shall
have no liability for any defects in such completed operations.
Notwithstanding anything else contained herein to the contrary, Operator
accepts all material, supplies, equipment and services furnished or
performed by Contractor as is and where is. CONTRACTOR MAKES NO WARRANTY,
EXPRESSED OR IMPLIED, AS TO THE MERCHANTABILITY, OR FITNESS OF ANY
MATERIALS, SUPPLIES OR EQUIPMENT FOR ANY PURPOSE. NO WARRANTY OF GOOD AND
WORKMANLIKE PERFORMANCE IS GIVEN BY THE CONTRACTOR BY VIRTUE OF THIS
CONTRACT FOR ANY PERFORMANCE ACCEPTED BY
OPERATOR
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7. REPORTS
TO BE FURNISHED BY CONTRACTOR:
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7.1 Contractor shall
keep and furnish to Operator an accurate report of the work performed and
formations drilled on the IADC-API Daily Drilling Report or other form
acceptable to Operator. A legible copy of said form shall be
furnished by Contractor to Operator via e-mail at
xx@xxxxxxxxxxxxxxx.xxx or via fax at
000-000-0000.
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7.2 Delivery tickets, if
requested by Operator, covering any material or supplies furnished by
Operator shall be turned in each day with the daily drilling
report. The quantity and description of materials and supplies
so furnished shall be checked by
Contactor.
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8. INGRESS
AND EGRESS TO LOCATI0N:
Operator
hereby assigns to Contractor Operator’s rights of ingress and egress with
respect to the tract of land where the well(s) is (are) to be located for the
performance by Contractor of all work contemplated by this
Contract. Should Contractor be denied free access to the location(s)
for any reason not reasonably within Contractor’s control, any time lost by
Contractor as a result of such denial shall be paid for at the applicable rate
in keeping with the stage of operations at that time. In the event
there are any restrictions, conditions, or limitations in Operator's lease,
which would affect the free right of ingress and egress to be exercised by
Contractor, its employees or subcontractors hereunder, Operator agrees to timely
advise Contractor in writing with respect to such restrictions, conditions, or
limitations, and Contractor agrees to observe same.
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9.
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INDEPENDENT
CONTRACTOR RELATIONSHIP AND OPERATOR'S
REPRESENTATIVE:
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9.1 In the performance
of the work herein contemplated. Contractor is an Independent
Contractor, with the authority to control and direct the performance of
the details of the work, Operator being only interested in the final
results obtained. The work shall meet the approval of Operator
and be subject to the right of inspection and supervision herein
provided. Operator shall not unreasonably withhold approval of
all such work, when performed by Contractor in accordance with the
generally accepted practices and methods customary in the
industry.
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9.2 Operator shall be
privileged to designate a representative or representatives who shall at
all time have access to the premises for the purpose of observing tests or
inspecting the work of Contractor. Such representative or
representatives shall be empowered to act for Operator in all matters
relating to the work herein undertaken and Contractor shall be entitled to
rely on the orders and directions issued by such representative or
representatives as being those of
Operator.
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10. NO
WAIVER EXCEPT IN WRITING:
It is
fully understood and agreed that none of the requirements of this Contract shall
be considered as waived by either party unless the same is done in
writing.
11. INFORMATION
CONFIDENTIAL:
Upon
written request by Operator, information obtained by Contractor in the conduct
of drilling operations on this well, including, but not limited to, depth,
formations penetrated, the results of coring, testing, and surveying, shall be
considered confidential and shall not be divulged by either party or its
employees, to any other person, firm or corporation.
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12. ENTIRE
AGREEMENT:
This
Contract constitutes the full understanding of the parties, and a complete and
exclusive statement of the terms of their agreement, and shall exclusively
control and govern all work performed hereunder. All
representations, offers, and undertakings of the parties made prior to the
effective date hereof, whether oral or in writing, are merged herein, and no
other contracts, agreements or work orders, executed prior to the execution of
this Contract, shall in anyway modify, amend, alter or change any of the terms
or conditions set out herein.
OPERATOR: __Adventure Energy,
Inc. ______________
By: ___/s/ Xxxxx
Xxxxxxxx _________________________
Title: __President _______________________________
Date: _March 16, 2009
______________________________
CONTRACTOR: _Rebell Oil of KY
LLC._______________
By: __/s/ Xxxxx
Xxxx _____________________________
Title: _President –
Owner ____________________________
Date: _March 10,
2009_______________________________
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