EXHIBIT 10.5
This ALLIANCE AGREEMENT ("the Agreement") made as of the 12th day of June 2005
between Chasewood Consortium Ltd, S.A. ("CHASEWOOD CONSORTIUM LTD") a
Corporation organized under the laws of Nigeria with offices at 000 Xxxx Xxxxxxx
Xxxxxx Xxxxxxxx Xxxxxx, Xxxxx. and Sahara Petroleum Exploration Corp., and Vetra
Group AAV a subsidiary of Global Environmental Energy Corp, (NASDAQ OTC:BB
GEECF) (SAHARA) XX Xxx X-0000 Xxxxxx Bahamas, each hereinafter a "PARTY" and
collectively referred to as "PARTIES."
PREAMBLE
A. CHASEWOOD CONSORTIUM LTD is a Nigerian Company that been granted authority
to Construct a 70,000 barrels per day refinery at Eket, Akwa Ibom State in
October 2004
B. SAHARA and Xxxxx are involved in both upstream and downstream oil and gas
exploration and development company with the necessary experience to
complete this project.
C. SAHARA is leading a consortium hereinafter the "CONSORTIUM" to develop
CHASEWOOD CONSORTIUM LTD's agreement with the government of Nigeria for the
construction of a refinery in Akwa Ibom State Nigeria Africa. hereto.
WHEREAS
a). SAHARA hereby agrees with CHASEWOOD to establish and lead the
CONSORTIUM and thereby provide for the development and commercialization of the
oil and gas refinery, opportunity in Nigeria Aferica
b). SAHARA hereby agrees to include in the CONSORTIUM a suitable
engineering partners who has experience in refinery construction and whose
qualification and participation has been approved according to the conditions
mandated by CHASEWOOD
c). CHASEWOOD and SAHARA have agreed to proceed on either of two investment
models for the SAHARA led CONSORTIUM's involvement:
i) CHASEWOOD will fund 100% of the refinery project and retain 80% of the
equity in same, with 20% of the equity passing to the SAHARA led
CONSORTIUM.
ii) The SAHARA led CONSORTIUM will fund 100% of the refinery project and
retain a minimum of 70% of the equity in same, with 30% of the equity
remaining with CHASEWOOD.
iii) After repayment of the loan the parties agree CHASEWOOD ownership will
go to 70% and 30% to Sahara.
d). This Alliance Agreement shall be deemed to incorporate the provisions
of and appendices hereto as if set out in extenso, and any subsequent appendix
mutually agreed to by the Parties in writing.
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e). CHASEWOOD hereby grants SAHARA exclusivity to the Akwa Ibom State
Refinery project opportunity in Nigeria, Africa for a period of 90 days from the
date hereto for the purposes of establishing and finalizing the CONSORTIUM.
f). CHASEWOOD hereby agrees that any suitable company or finance company
notified to CHASEWOOD by SAHARA and accepted by CHASEWOOD within the 90 day
period is agreed to have been a SAHARA introduction and is thereby bound by the
terms of this agreement.
g). This Agreement is subject to approval by Board of Directors of
CHASEWOOD and SAHARA. This Agreement may be modified from time to time in whole
or in part by mutual consent in writing by both Parties.
h). The parties agree that this Alliance Agreement will form the basis of a
to be agreed upon agreement.
In consideration of the foregoing premises and subject to the terms and
provisions set forth below and intending to be legally bound, the Parties agree
as follows:
1.0. PROJECT DEFINED.
SAHARA shall undertake the formation and management of the CONSORTIUM
pursuant to CHASEWOOD guidelines for same. SAHARA's responsibilities shall
initially be as follows:
To establish and manage the CONSORTIUM, including agreeing financial terms
and conditions for the operation of same to allow for the exploration and
development of the oil and gas opportunity,
2.0. APPENDICES
2.01. The Parties have as of the date of this Agreement executed the
appendices.
2.02. The appendices will provide generally terms as set out below.
2.03. CHASEWOOD CONSORTIUM LTD shall provide all relevant information
required by SAHARA so that SAHARA can successfully meet SAHARA's obligations
under the terms and conditions of this Agreement.
2.04. SAHARA has contracted with VETRA for expert advice, consultancy
services and potential equity participation. VETRA is an oil company with a
substantial capacity to provide technical assistance in all areas of the energy
business. (xxx.xxxxxxxxxx.xxx).
2.05. SAHARA has elect the following persons to the advisory board of
SAHARA: Xxxxxxxx Xxxxxxxx Xxxxx, Xxxx Xxxxxxx with alternates, Xxxxxxx Xxxxxx,
Iker Xxxxxx.
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3.0. Allocation of Costs.
Each Party shall bear its own costs associated with preparation and
execution of this Agreement.
4.0. Compliance With Law
Each Party hereby represents and warrants to the other that it and its
respective activities in connection with the Agreement are in accordance with
all applicable laws, regulations and other requirements of all state and Federal
governmental authorities and all political subdivisions and agencies thereof,
and of any applicable foreign governmental authority and all political
subdivisions and agencies thereof. The Parties agree that this agreement shall
be governed by and construed and enforced in accordance with the laws of the
Commonwealth of the Bahamas.
5.0 Interference.
5.1 No Party will knowingly interfere with any negotiation, arrangement or
prospective business relationships then in process of being developed by any
Party. Furthermore, no Party will at any time during the term of this Agreement
and for a minimum of six (6) months after termination enter into any agreement
or arrangement with any other person or entity which would infringe upon the
rights or the interests of any Party as provided for in this Agreement.
6.0. Duration
The Agreement will become effective upon execution by the Parties and shall
continue in effect for five (5) years (Primary Term) or until such time as the
oil and gas opportunity is fully commercialized.
7.0 Confidentiality
7.1. Each Party shall keep in strict confidence all financial, commercial
and technical information belonging to any Party or which was developed by any
Party relative to the opportunity (the "Confidential Information"). No Party
shall at any time disclose Confidential Information to any third party. SAHARA
hereby agrees never to directly or indirectly disclose or use or even to
"tacitly imply", or assist anyone else in disclosing or using such trade secrets
to any person or entity other than as authorized by the parties for a period of
five (5) years from the date hereof. SAHARA will not without written consent
from CHASEWOOD divulge, disclose or make accessible to any person the
confidential business information of CHASEWOOD A Party receiving any
governmental or judicial directive or order requiring it to disclose, release or
produce Confidential Information to a third party shall immediately notify all
other Parties by the quickest available means of communication of the existence
of any such governmental or judicial directive or order pursuant to the notice
provisions of this Agreement. Failure of the Party receiving any such
governmental or judicial directive or order to notify the other Parties to this
Agreement of the existence of same by the quickest immediate means of
communication, shall constitute grounds for the declaration of an immediate
default under the terms of this Agreement.
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7.2. Each Party accepts and agrees that the principal point of contact for
SAHARA is SAHARA's President & Chief Executive Officer, Dr. CA XxXxxxxxx. All
contact, discussions or negotiations between CHASEWOOD and SAHARA will be with
Dr. CA XxXxxxxxx or with those persons authorized by Dr. CA XxXxxxxxx in
writing. All contact with XxXxxxxxx in his individual capacity shall be with
XxXxxxxxx or persons designated by XxXxxxxxx in writing as representatives of
XxXxxxxxx.
7.3. The Parties recognize and accept that any oil company presented to
CHASEWOOD by SAHARA and accepted by CHASEWOOD during the term of this agreement
is to be viewed as bound and construed by this agreement, and therefore cannot
contract directly with CHASEWOOD on this refinery development opportunity.
8.0. Dispute Resolution
All disputes among the parties which cannot be settled amicably after
negotiation by the Parties within a period of ten (10) days (subject to
extension by mutual written agreement) shall be settled under the Commercial
Arbitration Rules of the International Chamber of Commerce,, current at the time
of dispute, by three (3) arbitrators appointed in accordance with those rules.
The place of arbitration shall be the Commonwealth of the Bahamas, and the
language of the proceeding shall be English. The decision of the arbitrators
shall be final and enforceable through any court.
9.0. Language
This Agreement, any modifications thereto, all correspondence and other
documents relevant to this Agreement or the undertakings related to the
Agreement shall be in English.
10.0. Modifications and Additional Appendices.
The Parties agree that appendices may be modified or additional appendices
may be added to this Agreement by mutual consent of the Parties in writing.
11.0 Miscellaneous
11.1 Failure of any Party to comply with any requirement, term or condition
of this Agreement shall constitute and be deemed sufficient grounds for the
termination of the Agreement by another Party.
11.2 No Party shall be liable for any claim or demand from another Party
for anything already done or formed or for any other matter or thing whatsoever
in connection with this Agreement or any appendix, or for anything done or
formed or for any other matter or thing whatsoever in connection with the
undertakings called for by this Agreement or the appendices, in the event that
this Agreement or any of the appendices are not executed by any Party.
11.3 In the event of default CHASEWOOD or SAHARA may take any remedial step
afforded by law or in equity or provided by this Agreement with all costs of any
such remedy to be met or satisfied in full by the defaulting Party. No remedy is
intended to be exclusive of any other remedy and each and every remedy shall be
cumulative and in addition to any other remedy given by law or in equity or this
Agreement.
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11.4 If any Party to this Agreement withdraws from this Agreement without
cause, the remaining Parties shall be able to claim against the withdrawing
Party the actual damages and penalties those Parties have or may reasonably
incur as the result of such withdrawal.
11.5 Notwithstanding anything to the contrary herein, or elsewhere agreed
to, neither party shall be liable for any consequential, secondary and/or
indirect damages, costs or losses caused by or arising out of the other parties
undertakings which do cause damages, costs or loss or threat thereof to the
other party.
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11.6 No Party shall commit any other Party to any other agreement or
undertaking unless done with mutual written consent of all Parties. Nothing in
this Agreement or the undertakings connected therewith shall be construed to
create or constitute a partnership, agency or similar relationship or create
joint and several liability on the part of the Parties.
11.7 The execution and delivery of the Agreement, and any appendices and
all other required documents and instruments is and will be conditioned upon
each Party obtaining all necessary authorizations and approvals, unless said
authorizations and approvals have been represented by that Party to have been
obtained or exist at the execution of this Agreement.
12.0. Documentation, Records, Audit.
12.1 When requested by SAHARA, CHASEWOOD shall provide copies of all
documents concerning SAHARA's involvement in the project.
13.0 Warranties, Representations and Covenant
The Parties warrant, represent, and covenant as follows:
a. Capabilities: SAHARA has the capability, experience, and means
required to perform the services contemplated by this Agreement. All
services and undertakings will be performed using personnel,
equipment, and material qualified and/or suitable for the services and
undertakings required or as otherwise requested.
b. Performance of Services and Undertakings: CHASEWOOD acknowledges that
the scheduling of SAHARA's services and undertakings is critical to
SAHARA. Accordingly, CHASEWOOD shall insure that available
information, maps introductions and data that is necessary to fulfill
SAHARA's services and undertakings is present and will be continually
available at all times to SAHARA.
c. Notice of Violations: The Parties shall notify each other (i) if
either party is served with notice of significant violation of any
law, regulation, permit or license which relates to its services and
undertakings hereunder; (ii) proceedings are commenced which could
lead to revocation of permits or licenses which relate to such
services; (iii) permits, licenses, or other governmental
authorizations relating to such services or undertakings are revoked;
(iv) litigation is commenced against either party which could affect
such services or undertakings. Upon service of any such notice,
commencement of proceedings or revocation, the noticed party shall
immediately notify the other party by the quickest available means of
communications of the service of any such notice, commencement of
proceedings or revocation according to the notice provisions of this
Agreement. The failure of either party to undertake the foregoing
required notifications shall constitute grounds for the declaration of
an immediate default under the terms of this Agreement.
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14.0. Force Majeure.
14.1. No Party shall be deemed in default of this Agreement or any action
hereunder to the extent that any delay or failure in the performance of its
obligations (other than the payment of money) results, without its fault or
negligence, from any cause beyond its reasonable control, such as but not
limited to acts of nature, acts of civil or military authority, embargoes,
epidemics, war, riots, insurrections, fires, explosions, earthquakes, floods,
adverse weather conditions, strikes, changes in laws, statutes, regulations or
ordinances, and ministerial actions or omissions by regulatory authorities or
their representatives, unless such omission or action shall have been caused or
contributed to by the responsible party hereunder. If any such force majeure
condition occurs and continues for a period of more than fourteen (14) days,
then the Party experiencing such condition shall give immediate written notice
to all other Parties which may then elect to: (1) terminate the affected service
or undertaking or any part thereof, or (2) suspend the affected service or
undertaking or any part thereof for the duration of the force majeure condition
and resume performance once the force majeure condition ceases. Unless written
notice is given within thirty (30) days after being notified of the force
majeure conditions, the other Parties shall be deemed to have elected option 2
as outlined in this section 14.1.
15.0. Consequential Damages.
15.1. No Party shall be liable to any other Party for any indirect,
incidental, special or consequential damages (including loss of anticipated
profits, business interruption, good will or other economic or commercial loss)
arising out of the undertakings called for by this Agreement or any appendices.
16.0. Entire Agreement.
16.1. The terms and conditions set forth herein constitute the entire
understanding of the Parties.
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IN WITNESS WHEREOF, each of the undersigned Parties has caused this Alliance
Agreement to be executed and delivered by its duly authorized officer on the
date first written above.
FOR CHASEWOOD CONSORTIUM LTD
Chasewood Consortium Limited
Executive Director and signatory -- Xxxxxxx X. Xxxx, X.X
000 Xxxx Xxxxxxx Xxxxxx
Xxxxxxxx Xxxxxx, Xxxxx.
for and on behalf of CHASEWOOD CONSORTIUM LTD
BY: /s/Xxxxxxx X. Xxxx dated 2005
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FOR SAHARA
Dr. CA XxXxxxxxx
Chairman & President
Sahara Petroleum Exploration Corp
PO Box N-8303 Nassau Bahamas
For and on behalf of Sahara Petroleum Exploration Corp
BY: /s/CA XxXxxxxxx dated 2005
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Witness
Xx Xxxx Xxxxxxx
VETRA.
BY: /s/CKarl Xxxxxxx dated 2005
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