Exhibit 10(26)
MANAGEMENT SERVICES AGREEMENT
THIS MANAGEMENT SERVICES AGREEMENT is made effective as of 1 May, 1997 by
and between FOUNTAIN OIL BORYSLAW LIMITED, a corporation incorporated and
existing under the laws of CYPRUS (the "Company"), and, TRIDENT PETROLEUM INC.,
a company registered in BRITISH VIRGIN ISLANDS ("Contractor").
PRELIMINARY STATEMENTS
A. The Company is engaged in the exploration, development, recovery,
production, marketing and sale of oil and gas (the "Business") throughout the
world.
B. Contractor has substantial experience in the Business, and is
available to render general and specific services of a technical, administrative
and/or advisory nature with respect to the Business, and is prepared to provide
such services as and when needed by the Company.
C. The Company desires to obtain the services of Contractor, and
Contractor desires to provide certain services to the Company in the Territory
(as herein defined).
D. Contractor agrees to exclusively provide the services of Xxxxxxxx X.
Dobrotwir as President as defined below. A prerequisite for this Agreement is a
medical certificate of the suitability for service of Xxxxxxxx X.Dobrotwir to
the Company's satisfaction.
NOW, THEREFORE, in consideration of the agreements contained herein and
other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties hereto agree as follows:
SECTION 1 - DEFINITIONS
In this Agreement and the Schedules hereto, except where the context
otherwise requires, the words and expressions set forth below shall have the
following meanings:
"Agreement" means this Management Services Agreement, as the same may be
amended, modified or extended from time to time.
"Appointment" means the appointment of the Contractor by the Company pursuant to
this Agreement.
"Business" has the meaning set forth in 'Preliminary Statement'.
"Code of Conduct" means that document appended hereto as Exhibit 2.
"Confidential Information" shall have the meaning set forth in Section 8.
"Event of Default" has the meaning set forth in Section 12.
"Exhibit" means an exhibit to this Agreement.
"Contractor's Inventions" means any idea, invention, technique, modification,
process, or improvement (whether patentable or not), any industrial design
(whether registrable or not) and any work of authorship (whether or not
copyright protection may be obtained for it) created, conceived, or developed by
Contractor or its Contractor, either solely or in conjunction with others,
during the Term, or a period that includes a portion of the Term, that relates
in any way to, or is useful in any manner in, the Business, and any such item
created by the Contractor, either solely or in conjunction with others,
following termination of Contractor's employment with the Company, that is based
upon or uses Confidential Information.
"Fee" has the meaning set forth in Section 6.
"Section" refers to a section of this Agreement.
"Supervisor" means the individual or entity designated from time to time by the
Company as the individual or entity with the responsibility of supervising
Contractor.
"Tax" or "Taxes" has the meaning set forth in Section 7.
"Term" has the meaning set forth in Section 3.
"Territory" means that geographic area located in Ukraine and other areas as
agreed between the Company and the Contractor.
SECTION 2 - ENGAGEMENT
For and during the Term, and subject to the terms and conditions
hereinafter set forth, Contractor hereby agrees to serve as President for the
Company and to serve as Executive Sponsor for Boryslaw Oil Company.
Section 3 - Term
This Agreement shall commence on 1 May, 1997 and shall remain valid for a
minimum period of (1) year and shall thereafter terminate upon the earliest to
occur of (i) 3 years from the date hereof, (ii) the mutual agreement of the
parties hereto to terminate this Agreement, (iii) unilateral decision of the
Company, following (6) months prior written notice, (iv) the liquidation or
dissolution of the Company or (v) the occurrence of an Event of Default. The
period during which this Agreement is in effect shall be known as the "Term".
SECTION 4 - DUTIES
During the Term, the Contractor will:
(A) perform to the best of "its" ability all the duties of President
including, without limitation, those duties specified in Exhibit 1 and such
other functions, being not inconsistent with "its" position as
President/Executive Sponsor as the Supervisor may require.
(B) comply promptly with all lawful directions and instructions given by or
with the authority of the Supervisor; and
(C) whenever so required for the proper fulfilment of "its" duties, work
without further fee in excess of the normal hours of work of the Company; and
(D) attend and work at any premises of the Company wheresoever situated,
and travel and work in the Territory and such other locations as may be required
for the proper fulfilment of "its" duties.
SECTION 5 - PRECENCE IN THE TERRITORY; EXPENSES;
Contractor's services shall be carried out for eleven (11) months during
each twelve (12) months period. It is agreed that the Contractor will spend less
than 180 days during a year in Ukraine. In accordance with corporate travel
policy the Company shall reimburse to the Contractor all out-of-pocket expenses
properly incurred in the course of the Engagement. No expenses shall be
reimbursed, however, unless they are incurred in the ordinary course of business
and are supported by receipts or other appropriate justification.
SECTION 6 - COMPENSATION
A. The Company shall pay to Contractor upon receipt of a monthly invoice
a gross fee of $12,500 (twelve thousand five hundred) United States dollars per
calendar month, to be paid regularly on the last day of each calendar month
("Fee"). Other allowances are to be in accordance with attached "Calculation of
monthly fee", Exhibit 3.
B. Except as provided in the preceding paragraph, the Company shall in no
event be obligated to pay Contractor any amounts in excess of Fee.
SECTION 7 - TAX COMPLIANCE
The Contractor shall be solely responsible for the payment of all National
Insurance contributions, taxes, duties, fees, penalties, levies or related
charges of any nature whatsoever imposed either on the Company or on the
Contractor and its employee by any government or agency, on or, measured by,
income received by Contractor as a result of any payment made hereunder, and
Contractor shall indemnify and hold Company harmless against the payment of all
such contributions, taxes, duties, fees, penalties, levies or related charges
relating to the fees or emoluments paid to the Contractor.
The Contractor shall from time to time as required by the Company promptly
supply Company with such information and documentation as is necessary, in the
Company's sole opinion, to satisfy Company that Contractor has made and
continues to make prompt and full payments of all such contributions, taxes,
duties, fees, penalties, levies and charges.
SECTION 8 - CONFIDENTIALITY
As part of Contractor's duties the Company shall provide Contractor certain
information which in the Company's view is non-public, strictly confidential and
proprietary in nature, including information licensed to Company from third
parties ("Confidential Information"). As
used in this Agreement, the term "Confidential Information" includes, but is not
limited to, any and all:
(A) trade secrets concerning the business and affairs of the Company, data,
know-how, formulae, compositions, processes, designs, sketches, photographs,
graphs, drawings, samples, inventions and ideas, past, current, and planned
research and development, market studies, business plans, computer software and
programs (including object code and source code), computer software and database
technologies, systems, structures and architectures and any other information
that is a trade secret under any trade secret legislation to which Contractor
and its employee has access, and
(B) information concerning business and affairs of the Company (which
includes historical financial statements, financial projections and budgets,
capital spending budgets and plans, the names and background of key personnel,
and personnel training techniques and materials, however documented), that has
been or hereafter will be provided or shown to Contractor and its employee by
the Company. If any Confidential Information of the Company deems to be a trade
secret is found by a court of competent jurisdiction not to be a trade secret
for purposes of this Agreement, then such information shall not be considered
Confidential Information for purposes hereof.
All Confidential Information shall be kept confidential by Contractor and
not disclosed to any third party except in the ordinary course of Company's
business. Furthermore it shall not be necessary to stamp any document
"Confidential" for it to retain its confidential character.
SECTION 9 - COVENANTS AGAINST COMPETITION
(A) During the Term, Contractor shall not:
(i) directly or indirectly divert or attempt to divert from the Company any
Business which the Company has been conducting or pursuing during the Term, nor
interfere with the relationships of the Company with its clients or customers;
or
(ii) within the Territory, directly or indirectly own, manage, operate, control,
be employed by, participate in, or be connected in any manner with the
ownership, contract, operation or control of, any business or enterprise which
is conducting the Business in which the Company has been conducting or pursuing
the Term, or engage in any such activities outside of the Territory to the
extent that such activity relate to Business being conducted by any such
business or enterprise within the Territory;
(B) During the Term, and for a period of two years following the date of
termination of this Agreement, Contractor shall not directly or indirectly
induce any contractor of the Company to terminate his or her employment, hire
any contractor of the Company, or in any way interfere with the relationship of
the Company and any contractor, agent or representative;
(C) For a period of two years following the date of termination of this
Agreement, Contractor shall not directly or indirectly solicit or otherwise
divert or attempt to divert from the Company any Business or any related
business:
(i) which is being conducted by the Company pursuant to contract in existence
during the Term, or
(ii) which may be conducted by the Company pursuant to any extension or renewal
of a contract in existence during the Term, or
(iii) which was the subject of negotiations between the Company and a potential
customer or client during the Term in which negotiations Contractor participated
or was in any way involved.
(D) At no time, whether during the Term or at any time thereafter shall
Contractor use the name "Fountain" or any name likely to cause confusion
therewith in the minds of members of the public for the purposes of a business
similar to or competing with any business carried on by the Company whether by
using such name as part of a corporate name or otherwise.
SECTION 10- INSURANCE
Contractor's employee as provided under section 2 above, shall be eligible
for full, all country, BUPA Medical Insurance coverage under the Company
insurance program, or other similar coverage as it may exist from time to time.
Contractor shall also be eligible for comprehensive travel insurance. Contractor
acknowledges by the execution of this Agreement that "it" has received a copy of
the current terms and conditions of Company's insurance program and evidence of
"its" coverage thereunder.
SECTION 11 - CONTRACTOR INVENTIONS
A. The Contractor promptly will disclose and deliver to the Company for
the exclusive use and benefit of the Company any inventions made, devised or
discovered by Contractor, whether solely or in conjunction with others, as a
direct result of the work performed for the Company ("Inventions"), and will
give all information and data in his possession as to the exact mode of working,
producing and using the same, give all explanations and instructions to the
Company as may in the view of the Supervisor be necessary to enable the full and
effectual working, production or use of the same and will at the expense of the
Company furnish it with all necessary plans, drawings, formulae and models.
During the Engagement and at all times thereafter, the Contractor will at the
direction and expense of the Company execute and do all acts, matters, documents
and things necessary, and otherwise render all assistance within his power and
capacity, to enable the Company or its nominee to apply for, obtain and maintain
protection, or any extension thereof, for the Inventions in any or all countries
and to vest title thereto in the Company or its nominee absolutely.
C. During the Engagement and at all times thereafter the Contractor will
(whether by omission or commission) do nothing to affect or imperil the validity
of the protection for the inventions obtained or applied for by the Company or
its nominee pursuant to this Section.
D. Nothing in this Contract shall oblige the Company to seek patent or
other protection for, or to exploit, any Invention. Provided that the Contractor
has compiled fully with all the obligations with respect to such inventions as
set forth in this Section 14, the Company shall have 90 days following receipt
from Contractor of a written request that the Company
determine whether it shall apply for appropriate protection of an Invention
within which to make such determination. If the Company fails to notify the
Contractor in writing within such period that the Company intends to apply for
such protection, the Contractor is free to proceed to apply in his own interest
the use of the invention for whatever purposes he decides. If the Company
notifies the Contractor in writing within such period of its intent to apply for
protection of the Invention, the Company shall promptly pursue such application.
In the absence of such written request from the Contractor, the Company shall be
free to apply for protection of any Invention at such time as may be determined
in its sole discretion. Contractor shall not acquire any interest in the use of
an Invention other that in the manner provided herein.
SECTION 12 - TERMINATION FOR EVENT OF DEFAULT
Notwithstanding the provisions above, the Company may terminate this
Contract by notice with immediate effect for any of the following reasons (each
an "Event of Default"):
A. the Contractor commits an act of dishonesty or of misconduct, including,
without limitation, a breach of the Code of Conduct;
B. the Contractor is incompetent in the performance of his duties under this
Contract or has engaged in willful neglect of duty;
C. Contractor commits any breach of this Contract; or
D. Contractor is convicted of a felony or other serious criminal offense; or
E. the Contractor becomes bankrupt, declares himself insolvent, applies for,
or has made against him, a receiving order, makes any composition with his
creditors or commits an act of bankruptcy (as defined under any law with
jurisdiction over the Contractor) or seeks protection from his creditors under
any applicable bankruptcy laws; or
F. except to the extent prohibited by applicable law, the Contractor becomes,
because of any physical or mental ailment, unable to perform his duties under
this Contract for twenty-six (26) consecutive weeks, or for an aggregate of
thirty-nine (39) weeks during any period of fifty-two (52) consecutive weeks,
from performing his duties under this Contract; or
G. except to the extent prohibited by applicable law, Contractor becomes
mentally unfit to perform his duties.
SECTION 13 - DISCIPLINARY RULES; GRIEVANCE PROCEDURES; HEALTH AND SAFETY
(A) Contractor acknowledges by the execution of this Agreement that it has
received a copy of Company's Disciplinary Rules and Grievance Procedures as well
as the Company's Policy on Health and Safety at Work and is familiar with the
terms of both documents.
(B) Contractor shall at all times during the course of its Engagement
conduct itself in the conformity with the laws of Ukraine and shall otherwise
perform its duties hereunder in a professional and responsible manner. Without
limiting the generality of the foregoing, as a condition to Contractor's
Engagement, Contractor shall execute the Code of Conduct appended hereto as
Exhibit 2 and shall be obligated to conduct itself in accordance therewith.
SECTION 14 - POST-TERMINATION PROVISIONS
Any provision of this Agreement which contemplates or is capable of
operation after the termination of the Engagement shall apply notwithstanding
termination of the Engagement for whatever reason.
SECTION 15 - CONTRACTOR'S REPRESENTATIONS AND WARRANTIES
Contractor represents and warrants to the Company (i) that this Agreement
constitutes a valid and binding obligation, enforceable against Contractor in
accordance with its terms; (ii) that neither the execution or delivery of this
Agreement nor the performance by Contractor of any covenants hereunder will
constitute a default under any contract, agreement or obligation to which
Contractor is a party or by which Contractor or any of Contractor's properties
is bound; (iii) that there are no lawsuits, arbitration actions or other
proceedings (equitable, legal, administrative or otherwise) pending or (to the
best of Contractor's knowledge) threatened which could adversely affect the
validity or enforceability of this Agreement or Contractor's obligation or
ability to perform its obligations hereunder; and (iv) that no consent, approval
or authorization of, or notification to, any governmental entity or any person
or entity is required in connection with the execution, delivery or performance
of this Agreement by Contractor.
SECTION 16 - NOTICE
Any notices or other communications required or permitted to be given
hereunder or otherwise in connection herewith shall be in writing and shall be
sent to the parties at the following addresses or at such other addresses as
shall be specified by the parties by like notice:
To the Company: Fountain Oil Incorporated
c/o Xxxx X. Trulsvik
Fountain Oil Norway AS
Skysstasjon 11 B, X.X. Xxx 00
0000 Xxxxx, Xxxxxx
Telephone: x00 00 00 00 00
Facsimile: + 47 66 78 69 10
E-mail: xxx@xxxxxxxx.xx
With a copy to: Xxx Xxxxxxxx
Manager Human Resources
c/o Fountain Oil Norway AS
Skysstasjon 11 B, X.X. Xxx 00
0000 Xxxxx, Xxxxxx
Telephone: x00 00 00 00 00
Facsimile: + 47 66 78 69 10
To Contractor: Trident Petroleum Inc.
British Virgin Islands
Telephone: +
Facsimile: +
With a copy to: Trident Petroleum Inc.
X/x 00 Xx. Xxxxxxx Xxxx
Xxxxxx, Xxxxxxxx
Xxxxxxxxx
Such notices or other communications shall be deemed to have been duly
given and received (i) on the day of sending if sent by personal delivery,
cable, telegram, facsimile transmission or telex, (ii) on the third calendar day
after the day of sending if sent by Federal Express, DHL or other express
delivery service or (iii) on the fifth calendar day after the day of sending if
sent by registered or certified mail (return receipt requested).
SECTION 17 - AMENDMENTS
Any amendment to the provisions of this Agreement shall be in writing and
signed by the parties hereto or their duly authorised representatives.
SECTION 18 - SEVERABILITY
If any provision of this Agreement is held invalid or unenforceable by any
court of competent jurisdiction, the other provisions of this Agreement will
remain in full force and effect. Any provision of this Agreement held invalid
or unenforceable only in part or degree will remain in full force and effect to
the extent not held invalid or unenforceable.
SECTION 19 - NO WAIVER
The failure to enforce at any time any of the provisions of this Agreement
or to require at any time performance by the other party of any of the
provisions hereof shall in no way be construed to be a waiver of such provisions
or to affect the validity of this Agreement, or any part thereof, or the right
of either party thereafter to enforce each and every such provision in
accordance with the terms of this Agreement.
SECTION 20 - ENTIRE AGREEMENT
This Agreement contains the entire agreement between the parties with
respect to the Engagement of Contractor by the Company and supersedes any and
all prior understandings, agreements or correspondence between the parties. The
Exhibits to this Agreement form an integral part of this Agreement.
SECTION 21 - GOVERNING LAW
This Agreement shall be governed by, and interpreted in accordance with, the
laws of Norway.
SECTION 22 - ARBITRATION
Any dispute, controversy or claim arising out of or relating to this
Agreement, or the breach, termination or invalidity thereof, which cannot be
settled in an amicable way shall be settled by final and binding arbitration in
accordance with the UNCITRAL Rules as at present in
force. The place of arbitration shall be Oslo, Norway. The appointing authority
shall be the Chamber of Commerce in Oslo. Judgement upon the award rendered by
the arbitrators, or at least a majority of them, may be entered in any court
having jurisdiction thereof. The arbitrator(s) shall be selected pursuant to
said rules, with a preference for use of three arbitrators selected under said
rules. All arbitral proceedings shall be in English. Each party hereto shall
bear its own costs of such arbitration or litigation, including reasonable
attorneys' fees.
SECTION 23 - INJUNCTIVE RELIEF
The Contractor acknowledges that the Company as a result of a breach of the
provisions of this Agreement may obtain injunctive relief.
SECTION 24- ASSIGNMENT
Neither this Agreement nor any right, remedy, obligation or liability
arising hereunder or by reason hereof may be assigned or delegated by Contractor
without the prior written consent of the Company.
SECTION 25 - INTERPRETATION
All references to Sections and Exhibits are to sections and exhibits in or
to this Agreement unless otherwise specified. The words "hereof", "herein" and
"hereunder" and words of similar import when used in this Agreement shall refer
to this Agreement as a whole and not to any particular provision of this
Agreement. Where the context permits, the singular includes the plural and vice
versa and one gender includes any gender.
SECTION 26 - MONETARY TERMS
All amounts expressed in dollars or "$" in this Agreement shall mean
dollars of the United States of America.
SECTION 27 - COUNTERPARTS
This Agreement may be executed in several counterparts, each of which shall
be deemed an original but all of which shall constitute one and the same
instrument.
IN WITNESS WHEREOF, this Agreement is executed effective as of the date first
set forth above.
FOUNTAIN OIL BORYSLAW LIMITED
By: /s/Xxxx X. Trulsvik
----------------------------
Name: Xxxx X. Trulsvik
Title: Director, Fountain Oil Boryslaw Limited
TRIDENT PETROLEUM INC.
By:
----------------------------
Name: X. Xxxxx (under power of attorney)
EXHIBIT 1
SPECIFIC DUTIES OF CONTRACTOR
A. GENERAL DUTIES AS CONTRACTOR
Contractor shall have responsibility for Western Ukraine, with the overall view
of developing the activities of Company, Company's parent and affiliates in the
region.
Uphold the policies and procedures adopted by Company, Company's parent
and affiliates.
The Contractor reports to Company's Director, presently Xxxxx X. Xxxxxxxx,
who is your designated Supervisor.
B. SPECIFIC DUTIES AS PRESIDENT, FOUNTAIN OIL BORYSLAW (CYPRUS)
Subject to instructions of the Board and/or Supervisor,overall responsibility of
Fountain Oil Boryslaw (Cyprus)("FOBC").
Daily supervision of the operational activities of FOBC and making sure these
activities are carried out in accordance with decisions, guidelines or
instructions given by the Board and/or the Supervisor , applicable law, general
industry practices and international environmental standards.
Preparation of regular reports as requested by the Board and/or Supervisor and
the authorities.
Recruiting to and development of an appropriate operating organisation in line
with development plans by the Board.
Represent FOBC toward 3rd parties and the authorities.
Other responsibilities as may be delegated to the President from the Board
and/or the Supervisor from time to time.
C. SPECIFIC DUTIES AS EXECUTIVE SPONSOR FOR BORYSLAW OIL COMPANY
Overall responsibility of Boryslaw Oil Company ("BOC") as Executive Sponsor
Daily supervision of the operational activities of BOC and making sure these
activities are carried out in accordance with decisions, guidelines or
instructions given by the Board and/or the Manager, applicable law, general
industry practices and international environmental standards.
Preparation of regular reports as requested by the Board and/or the Manager and
the authorities.
Recruiting to and development of an appropriate operating organisation in line
with development plans by the Board.
Represent BOC toward 3rd parties and the authorities.
Other responsibilities as may be delegated to the Executive Sponsor from the
Board and/or the Manager from time to time.
EXHIBIT 2
CODE OF CONDUCT
POLICY
This policy applies equally to all contractors of the Company. All
contractors are obliged to exercise honesty, integrity and diligence in their
duties on behalf of the Company. This includes a responsibility to avoid
activities or interests which might conflict with this obligation, whether it
involves the contractor or members of the contractor's family.
RESPONSIBILITY FOR HANDLING COMPANY FUNDS
Contractors who have access to Company funds in any form must know and
follow Company procedures and practices for handling and protecting these funds.
If an contractor's job requires him or her to make adjustments to bills, spend
Company funds or incur personal expenses to be later reimbursed, it is that
contractor's responsibility to ensure that the Company gets good value for every
dollar that is spent.
Secret or undisclosed compensation or commission to anyone, including other
Contractors or contractors, is strictly prohibited.
When money is owed to the Company, as in refunds for transportation, it is
the contractor's duty to notify the proper person. Company funds are to be used
for business purposes only and never for the personal benefit of a contractor.
PREPARATION AND MAINTENANCE OF COMPANY RECORDS
Accurate, reliable records of many kinds are necessary to meet the
Company's legal and financial obligations, and to manage the affairs of the
business. Purchase Orders, Work reports, receipts, invoices, payroll records and
other similar records must be factual and complete.
No record entry, voluntary omission or other subterfuge, such as deferral
of payment, may be made with the intent of obscuring or disguising the true
nature of a transaction on the Company's books.
Knowingly falsifying data entered on any record, memorandum, performance
measurement or any report is considered a serious breach of this Code.
PROTECTION OF COMPANY PROPERTY
All contractors are responsible for the protection of Company property used
in carrying out their duties, including taking reasonable measures to prevent
theft or damage. Equipment, tools and supplies are to be used only in the
Company's interest. Company property must not be taken, sold, loaned, destroyed
or given away without prior authority.
CONFLICTS OF INTEREST
Conflict of interest refers to a situation in which a contractor's private
interests may affect or be detrimental to the best interests of the Company.
Contractors must avoid circumstances which would:
Knowingly involve them in any illegal or improper activity relating to the
Company's affairs;
Impair their judgement, initiative or efficiency in the job; or
Be harmful or detrimental to the Company's activities or reputation.
A Conflict of Interest includes those situations where a contractor:
has an outside interest which materially encroaches on time and attention that
should be devoted to the Company's affairs, or so affects their energies as to
prevent them from fully performing their duties;
has a direct or indirect interest in, or relationship with, an outsider, or with
a person in a position to influence the actions of such outsiders that might:
make possible personal gain or favour to the contractor involved, or any of
their near relatives;
cause the contractor to favour the interests of an outsider for personal reasons
or in some manner inhibit the contractor's impartiality.
place the contractor in an embarrassing or ethically questionable position in
the eyes of the public or any external organizations; or
reflect unfavourably on the integrity of the contractor or Company;
makes use of Company information to the personal benefit of the contractor or
any of their relatives by making available such information to outside
interests; or uses the information to further their interests or those of their
family;
has a direct or indirect relationship which is actually or potentially
detrimental to the Company's best interests;
engages in a business transaction on behalf of the Company with a relative or
with a firm in which the relative is a principle, officer or representative;
has other gainful employment such as sales, consultation, operation,
maintenance, repair, design, construction or installation that is in competition
with or offers the same services as the Company. The term "gainful employment"
includes personal effort, direction, training of other persons, or consultation
or advice for any form of remuneration;
provides to the Company for their personal gain, work, supplies or any service,
or engages in any other business transaction with the Company, in addition to
their normal employment with the Company;
has a relationship with a superior or subordinate which leads to personal gain
or favour to the contractor involved, or his or her relatives resulting from the
superior's influence; or
accepts gifts or benefits of any kind from a supplier or any other person or
business which has or may have dealings with the Company.
has a direct or indirect interest in or is connected in any manner with the
ownership, contract, operation or control of any business or enterprise which is
a supplier, customer, competitor or co-venturer (whether as a shareholder,
partner or participant in a joint venture or other entity) of the Company or
otherwise has a business relationship with the Company, other than
shareholdings in a publicly traded company that represents less than one
percent of the outstanding equity securities of such publicly traded company and
less than one percent of net worth of the contractor.
DEFINITION AND RESOLUTION
It is difficult to define every circumstance that could result in a
conflict of interest. Contractors should always depend on sound judgement and
moral integrity in assessing such situations.
Questions of ethical conduct can usually be resolved in making the
situation known to your Supervisor and seeking approval to proceed.
The Contractor and its Employee, do hereby acknowledge and agree to abide by and
comply with this Code of Conduct.
Dated 1 May, 1997 at Oslo, Norway.
__________________________________________
For Trident Petroleum Inc.
EXHIBIT 3
CALCULATION OF MONTHLY FEE
Name: Trident Petroleum Inc.
Type of Contract Management Service Agreement Dated: 1 May, 1997
Home base fee per month: $12,500
* Overseas allowance/foreign assignment:
Albania +20%
Ukraine +20% (of monthly salary)
Russia +20%
* Rotation allowance:
Albania +12%
Ukraine +12% (of monthly salary)
Russia +12%
* Relocation allowance: $ 1,600
(to be paid for the first 12 months of the term only) _______
TOTAL FEE PER MONTH $14,100
* Housing/office allowance (by BOC)
Comments:
Additional allowances provided by the company:
Two return trips to Australia (business class) per calendar year for contractor
and spouse
Payment of all telephone and communication services
Demobilisation costs including furniture and airfares at end of contract
4. Each return travel to Lviv accompanied by spouse in economy class. Unused
tickets will not be compensated in cash.
Approved by:
Date Sept. 1, 1997 Signature /s/Xxxx X. Trulsvik Reference
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