ENHANCED COLLABORATION AGREEMENT
Exhibit 10.13
PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BECAUSE SUCH PORTIONS ARE BOTH NOT MATERIAL AND CONTAINS
PERSONAL INFORMATION. THE OMISSIONS HAVE BEEN INDICATED BY ASTERISKS (“[***]”).
This Enhanced Collaboration Agreement (the “Agreement”) is made on this 6th day of October 2017 between
| (1) |
XXXX DRILLING LIMITED, a company incorporated in
Bermuda with company registration no. 51741 (“Xxxx”); and
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| (2) |
SCHLUMBERGER OILFIELD HOLDINGS LIMITED, a company
incorporated under the laws of the British Virgin Islands with company registration no. 57357 (“SLB”)
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(referred to as “Party”
in the singular and the “Parties” in the plural).
WHEREAS
| X. |
Xxxx is a public limited company whose shares are traded on the Oslo Stock Exchange which provides offshore drilling services to the oil and gas industry.
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| B. |
SLB’s group is the world’s leading supplier of technology, project management and information solutions to the oil and gas industry.
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| C. |
The Parties entered into a Collaboration Agreement dated 26 March 2017 in terms of which they agreed to discuss a collaborative initiative involving working
together on a “joint service model” aimed at oil companies with a view to providing world class upstream services through a strategic combination of the Parties’ respective expertise, assets, technology and resources.
|
| D. |
The Parties have agreed to enter into this Agreement to record the terms on which they have agreed to prioritise joint marketing of a fully integrated
solution for the Xxxx-Up Rig offshore market.
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| 1. |
SERVICE OFFERING
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| 1.1 |
The purpose of the collaboration is to facilitate the provision by the Parties of a combined upstream service offerings, to include those services listed in
Schedule 1 (the “Services”), providing a streamlined, integrated offering to the respective clients of the Parties.
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| 1.2 |
The respective key contributions of the Parties will be summarised by the Parties in a separate schedule as soon as possible following execution of this
Agreement, and when signed, such schedule shall be deemed to be incorporated herein as Schedule 2.
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| 2. |
PROJECT TEAM LEADERS
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| 2.1 |
The Parties’ team leaders (who are responsible for leading and progressing the collaboration efforts; identifying and defining the relevant market and
potential customers; and negotiating then documenting the terms of a corporate structure and commercial service offering to deliver tangible results in accordance with the terms of this Agreement) are:
|
Name: [***]
Title: [***]
Email: [***]
Telephone: [***]
For SLB:
Name: [***]
Title: [***]
Email: [***]
Telephone: [***]
(the “Project
Team Leaders”).
| 2.2 |
The Project Team Leaders are the main contact point for each Party.
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PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BECAUSE SUCH PORTIONS ARE BOTH NOT MATERIAL AND CONTAINS PERSONAL INFORMATION. THE
OMISSIONS HAVE BEEN INDICATED BY ASTERISKS (“[***]”).
| 2.3 |
Meetings of the Project Team Leaders will take place on a regular basis (at least once per month) at a mutually convenient venue to be agreed and jointly
prepared. Signed reports of each meeting shall be provided to both Parties.
|
| 2.4 |
The first meeting of the Project Team Leaders shall be held no later than 30 October 2017, thereafter the Project Team Leaders will annually define a
strategic plan complete with key milestones of the collaboration and present this for approval to their respective management team.
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| 2.5 |
The Project Team Leaders shall agree a schedule for conducting quarterly business performance reviews with executive management of each Party. In addition,
each January an annual progress report will be produced that will record performance against predefined goals, identify opportunities for improvement and further development.
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| 3. |
PRINCIPLES OF COLLABORATION
|
| 3.1 |
Xxxx and SLB are committed to work together to implement the strategic plan and key milestones set out in Clause 2.4.
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| 3.2 |
Each Party will use reasonable endeavors to ensure that the other Party is recognized as an acceptable vendor for third parties to whom Services will be
provided.
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| 3.3 |
The Parties shall also develop an internal communication strategy to build awareness and secure internal support within each party’s employee and contractor
base of the Services. It is recognized that executive management support is critical and shall feature prominently in the means of internal communication delivery in order to encourage and facilitate early engagement.
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| 3.4 |
Each Party shall take all necessary and reasonable efforts to ensure the satisfactory performance of the Project. In particular each Party undertakes:
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| 3.4.1 |
promptly, with due care, knowledge and dedication to carry out the tasks allocated to it;
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| 3.4.2 |
promptly to provide all information and documentation allocated to it;
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| 3.4.3 |
promptly notify the other Parties of any and all events or circumstances that might affect the careful and uninterrupted performance of the Project;
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| 3.4.4 |
to use reasonable endeavours to ensure the accuracy of any information and/or material(s) a Party supplies to the Project; and
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| 3.4.5 |
to use reasonable endeavours to correct any error and/or mistake un information and/or material(s) of which a Party is notified.
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| 3.5 |
Each Party agrees that the principles of their agreement to collaborate in respect of the Project include acting in good faith towards each other; operating
with an open agenda; and fulfilling their predefined roles to deliver specified tasks and deliverables agreed by the Project Team Leaders and approved by the boards of directors of the Parties.
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| 4. |
SHARING INFRASTRUCTURE AND TECHNOLOGY
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| 4.1 |
Training
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| 4.1.1 |
SLB will be Xxxx’x preferred provider of staff training where available within a geographic region.
|
2
PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BECAUSE SUCH PORTIONS ARE BOTH NOT MATERIAL AND CONTAINS PERSONAL INFORMATION. THE
OMISSIONS HAVE BEEN INDICATED BY ASTERISKS (“[***]”).
| 4.1.2 |
The Parties will develop a ‘next generation’ curriculum for the training and development of Xxxx drilling personnel with a view to advance on the new set of
skills that will be required.
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| 4.1.3 |
The Parties will agree on the multiskilling program for Xxxx crew as well as the methodology/business model to capitalize and create value for both Par-ties
in well decommissioning and integrated project opportunities.
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| 4.2 |
Infrastructure
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| 4.2.1 |
SLB will support Xxxx with the advantages of its developed cost structure and global footprint for resource sharing, including access to infrastructure,
offices, warehouses, yard space, transportation, accommodation and logistics with a view to achieving overall reduced costs and increase competitiveness, for the mutual benefit of both Parties.
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| 4.3 |
Technology Development
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| 4.3.1 |
The Parties will work together to identify opportunities for improving drilling performance and wellsite outcomes. This may involve joint technology projects
and field trials of new equipment, software and techniques.
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| 5. |
KEY SERVICES
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| 5.1 |
Cement Units
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| 5.1.1 |
It is the intention of the Parties to place SLB cement units onboard Xxxx rigs on a mutually agreeable free placement basis.
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| 5.1.2 |
It is a requirement that rigs offered for all integrated projects where Services are offered on the basis of collaboration under this Agreement have an SLB
cement unit unless the customer for the relevant Services requests otherwise.
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| 5.2 |
Solids Control Equipment:
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| 5.2.1 |
SLB’s M-I-SWACO product line (“M-I SWACO”) will be the
preferred provider of solids control equipment and associated consumables for all Xxxx rigs to be used for the provision of Services.
|
| 5.3 |
Tubular Management:
|
| 5.3.1 |
SLB’s Bit & Drilling Tool product line (“BDT”) will
be the preferred provider of tubular management and associated consumables for all Xxxx rigs to be used for the provision of Services.
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| 5.4 |
Manage Pressure Drilling
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| 5.4.1 |
SWACO will provide support and services to Xxxx to facilitate conduct of MPD operations in the most efficient way possible to maximize differentiation from
competitors and provide a leading industry customer solution and increased performance.
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| 5.5 |
Well Control and Drilling Systems
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| 5.5.1 |
SLB will be Xxxx’x preferred provider of well control and drilling systems.
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| 5.5.2 |
The Parties will work together to improve SLB’s product line and jointly collaborate on the development and trialing of new wellsite technologies.
|
3
PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BECAUSE SUCH PORTIONS ARE BOTH NOT MATERIAL AND CONTAINS PERSONAL INFORMATION. THE
OMISSIONS HAVE BEEN INDICATED BY ASTERISKS (“[***]”).
| 5.5.3 |
The Parties will work on new commercial models for the deployment of SLB equipment and technologies across the Xxxx rig fleet.
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| 5.6 |
Testing Services
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It is the intention of the Parties to prepare the Xxxx rigs for the installation of SLB Testing
Services on a mutually agreeable basis.
| 6. |
NON SOLICITATION
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Neither Party will either during the period of this Agreement or for a period of twelve months after
it is terminated whether on its own account or in conjunction with or on behalf of any other person, firm or company, including but not limited to recruitment or employment agencies
| 6.1.1 |
solicit or entice away or attempt to solicit or entice away any person who shall at the time be an officer, manager or employee of the other Party who has at
any time after the date hereof and before termination of this Agreement been involved to a material extent in the course of his or her employment with such other Party in pursuing the objectives of this Agreement and who was at the time
of such involvement a senior manager and/or in possession of significant technical expertise and whether or not any such person would commit a breach of his contract of employment by reason of leaving the employment of such other Party.
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| 7. |
TENDER REPRESENTATION
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| 7.1 |
SLB will facilitate Xxxx’x registration and/or participation in tender processes in various countries where SLB has a presence and is registered as a provider
of services. This may be achieved by but is not limited to:
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| 7.1.1 |
forming a consortium comprising SLB’s registered entity in the country and Xxxx operating entity; or
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| 7.1.2 |
using an SLB registered entity in the country to participate in a tender where Xxxx is acting as the Rig Provider (Technical Principal); or
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| 7.1.3 |
where a Xxxx-Up Rig license is required, using an SLB registered entity in the country to apply for a license where Xxxx is acting as the Rig Provider
(Technical Principal).
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| 8. |
MARKETING & PROMOTION
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| 8.1 |
In order to highlight the joint collaboration and differentiated solution offered by the Services, the Parties will develop:
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| 8.1.1 |
Integrated solution marketing material to be used by both Parties as the template for presentations, tenders, proposals and other publications; and
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| 8.1.2 |
shared publicity material for internal and external audiences highlighting examples of collaboration and promoting the relationship of the Parties (including
social media, printed publications, online platforms such as LinkedIn, investor relations events, conferences and industry forums),
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| 8.2 |
All Marketing Materials must be approved by the Parties before being distributed externally as per Bilateral Confidential Disclosure Agreement.
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| 9. |
RELATIONSHIP OF PARTIES
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| 9.1 |
The Parties are independent contractors and nothing in this Agreement is intended to or shall operate to create a partnership between the Parties, or
authorise a Party to act as agent.
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| 9.2 |
Any and all authorisations or delegations must be approved in writing by the Board of the relevant Party, in the absence of which, neither Party shall have
any authority to act in the name or on behalf of or otherwise to bind the other Party or any of their affiliates in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation
or liability and the exercise of any right or power).
|
4
PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BECAUSE SUCH PORTIONS ARE BOTH NOT MATERIAL AND CONTAINS PERSONAL INFORMATION. THE
OMISSIONS HAVE BEEN INDICATED BY ASTERISKS (“[***]”).
| 10. |
REMUNERATION/SHARING OF COSTS
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| 10.1 |
Each Party shall bear its own costs and expenses (including legal costs) in connection with this Agreement and the provision of its contribution to the
collaboration and the Services.
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| 11. |
TERM AND TERMINATION
|
This Agreement shall continue in effect until it is terminated by written agreement of the parties or
by at least 45 days written notice given by one party to the other party. Termination of this Agreement shall be without prejudice to any rights or liabilities accrued at the date of termination through separate agreements and without prejudice to
the provisions of this clause 11 and clauses 6, 12 and 13, which shall survive termination. No damages can be claimed by the parties related to the consequences of this termination.
| 12. |
INTELLECTUAL PROPERTY RIGHTS
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| 12.1 |
Each Party remains the owner of its information, technology, knowledge and data of whatever nature patented or not and related to or used in connection with
the subject matter of this Agreement.
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| 12.2 |
Nothing in this Agreement or during its implementation shall be construed as granting or transferring any ownership of whatever kind of any technology,
trademarks or tradenames, knowledge, information or data which may be provided by one Party to the other in connection herewith.
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| 13. |
CONFIDENTIALITY
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| 13.1 |
The Parties acknowledge that they have been provided with a copy of, and agree to comply with the terms of, a Bilateral Confidential Disclosure Letter dated
24th of September 2017 by and between Schlumberger Middle East SA and Xxxx Drilling Management DMCC (“NDA”), which applies to the
Parties as “Affiliates” of the parties to the NDA.
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| 13.2 |
Each Party (the “Recipient”) undertakes to treat any
and all Confidential Information (as defined in the NDA) relating to the other Party and/or the Services as strictly confidential and to use it for the purpose of this Agreement only.
|
| 13.3 |
Except as provided in this Clause 13 and the NDA, a Recipient may not divulge Confidential Information it to any third party for any purpose whatsoever,
whether during the course of or after the termination of this Agreement, and not to make use of such Confidential Information or any part thereof for any purpose (other than in the course of fulfilling its obligations under this
Agreement) without the other Party’s prior written consent.
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| 13.4 |
The above undertakings shall not apply to:
|
| (i) |
information which at the time of disclosure or subsequently is published or otherwise generally available to the public other than through any act or omission
on the part of the Recipient;
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| (ii) |
information which the Recipient can show by reasonable written record was in its possession at the time of disclosure and which was not acquired directly or
indirectly from the other Party;
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| (iii) |
information which pursuant to applicable law, a legally enforceable order or direction or regulations of an applicable securities exchange is required to be
disclosed, provided that (if permitted under the applicable law, order, direction or regulation) the disclosing Party shall give the other Party prompt written notice and sufficient opportunity to object, time permitting, to such
disclosure.
|
5
PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BECAUSE SUCH PORTIONS ARE BOTH NOT MATERIAL AND CONTAINS PERSONAL INFORMATION. THE
OMISSIONS HAVE BEEN INDICATED BY ASTERISKS (“[***]”).
| 13.5 |
The Parties may disclose Confidential Information only to the Project Team Leaders and other employees or employees of its affiliates, consultants or agents,
who need to know in order to carry out the rights and obligations under this Agreement, provided that such persons are bound by obligations of confidentiality and non-use to the disclosing Party which are equal to the terms of this
Agreement. The disclosing Party shall ensure that such employees be fully aware of the obligations of this Clause 13 and shall be responsible for any breach of these provisions by employees.
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| 13.6 |
All Confidential Information supplied to or acquired by any Party shall upon request be returned promptly to the other Party upon termination, for whatever
reason, of this Agreement.
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| 14. |
GOVERNING LAW AND DISPUTE RESOLUTION
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| 14.2 |
Any dispute, controversy or claim arising out of or in connection with this Agreement or its subject matter or formation, whether in tort, contract, under
statute or otherwise, including any question regarding its existence, validity, interpretation, breach or termination, and including any non-contractual claim, shall be finally and exclusively resolved by arbitration in accordance with
the (English) Arbitration Xxx 0000 or any statutory modification or re-enactment thereof, with the seat and place of arbitration to be London.
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The Agreement is signed in 2 original counterparts, of which each of the Parties keep one counterpart.
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For and on behalf of
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For and on behalf of
|
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XXXX DRILLING LIMITED
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SCHLUMBERGER OILFIELD HOLDINGS LIMITED
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Signature: [***]
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Signature: [***]
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Name in block letters:[***]
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Name in block letters:[***]
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6
PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BECAUSE SUCH PORTIONS ARE BOTH NOT MATERIAL AND CONTAINS PERSONAL INFORMATION. THE
OMISSIONS HAVE BEEN INDICATED BY ASTERISKS (“[***]”).
SCHEDULE 1
SERVICES
Optimisation of wellsite performance
Joint vendor financing of integrated projects
Joint development of wellsite technologies
Placement of cementing units and associated equipment
Utilisation of wired drillpipe
Tubular management: inspection, repair and certification
Wireline unit placement and associated services
Mudlogging
Solids control and treatment equipment
Early kick off detection systems
Managed pressure drilling equipment and services
Blow out/well control equipment
Tubular handling and drilling systems
Interface with and/or control of all sensors required for real time connectivity to shore
Any other integration with drilling systems with focus on performance optimisation
Drilling bits and accessories/ tool rentals
Satellite telecommunications
PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BECAUSE SUCH PORTIONS ARE BOTH NOT MATERIAL AND CONTAINS PERSONAL INFORMATION. THE
OMISSIONS HAVE BEEN INDICATED BY ASTERISKS (“[***]”).
CONTRIBUTIONS TO THE SERVICES
[To be separately agreed and attached]
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Xxxx
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SLB
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