DEMONSTRATION MASTER SERVICE AGREEMENT FOR MOCK NEGOTIATIONS
| Jurisdiction | United States |
(May 2004)
DEMONSTRATION MASTER SERVICE AGREEMENT FOR MOCK NEGOTIATIONS
Consultant
Sugar Land, Texas
Donald P. Butler
Seneca Resources Corporation
Houston, Texas
Jeanmarie B. Tade
EOG Resources, Inc.
Houston, Texas
Jeanmarie Tade is Senior Counsel (Contract) for EOG Resources, Inc. ("EOG") in Houston, Texas, where she oversees all of the company's Master Service Contracts. EOG is one of the largest U.S. independent oil and gas companies with proved reserves in the U.S. onshore and offshore, Canada, offshore Trinidad, and the North Sea. In addition to handling Master Service Contracts at EOG, Ms. Tade handles all legal matters associated with the Offshore Gulf of Mexico Division, Finance, and Information Technology. Prior to joining EOG, Ms. Tade was Associate General Counsel for Eni Petroleum Co. Inc., a U.S. subsidiary of an integrated Italian energy company with exploration and development activities in the Offshore Gulf of Mexico. Ms. Tade is a Phi Beta Kappa graduate of The College of William and Mary in Virginia and attended University of Texas Law School where she served as Associate Editor, Texas Law Review. She speaks and publishes on various topics, including contract drafting and negotiation, risk management in contracts, preparing enforceable indemnities, environmental insurance recovery, and cost effective litigation. Ms. Tade is the Past-President of the American Corporate Counsel Association, Houston Chapter.
This Master Service Agreement was attached as an exhibit to Bellwether Exploration Company's Form 10-K for the fiscal year ended December 31, 1999. Assume the parties must negotiate another MSA in 2004 for another marginal field called the Salsa Marginal Field. Since the parties have this prior arrangement from 1999, the operating people have suggested to their lawyers that enter the same document by just changing the name of the field from Charapa to Salsa and changing the dates. The lawyers meet to discuss/negotiate the agreement. One person will take the role of the Operator and another person will take the role of the Contractor.
This Master Service Agreement (the "Agreement") is made this 21st day of October 1999, but effective as November 1, 1999, by and between Bellwether International, Inc. (hereinafter called "Bellwether" or "Operator") and Tecnie S.A.C. (hereinafter called "Contractor").
WHEREAS, Petroecuador, Petroproduccion, on the one hand and Bellwether and Tecnipetrol, Inc. ("Tecnipetrol"), on the other hand, initialed on June 29, 1999 and later shall enter into that certain contract for exploration and exploitation of the Charapa Marginal Field (the "Chapara Contract"); and
WHEREAS, Bellwether is designated "Operator" under the "JOA" (defined below) for operations to be undertaken pursuant to the Charapa Contract and Bellwether, as Operator, requires the "Services" (defined below) be performed for the benefit of Operator and Tecnipetrol.
NOW THEREFORE, Operator and Contractor desire to enter into this Agreement to govern the performance of the Services and the respective right and duties of Operator and Contractor and based on such premises and the mutual covenants set forth below, do hereby agree as follows:
1.0 PURPOSE
1.1 This Agreement is a master service agreement which shall be the underlying document controlling all Services described in the Annexes and performed by Contractor for the duration of this Agreement, and shall be specifically applicable to and shall control all Services undertaken by Contractor.
1.2 This Agreement is an exclusive service agreement and Contractor shall not render the same Services or any services similar to the Services to any Third Party which conflict with Operator's interests or which would use the same Contractor Personnel without the express written approval of the Operator. If Contractor, with Operator's approval, renders such services to a Third Party, appropriate adjustments shall be made to the rates of compensation set forth on Annex B. If Operator and Contractor are unable to agree on such adjustments to the rates of compensation, either party shall have the right to terminate this Agreement pursuant to Article 9.1.
1.3 Subject to Article 14.0, Operator shall have the right to contract with a Third Party to perform the same Services or any services which are in addition to or outside the scope of the Services.
1.4 This Agreement includes Annexes A through D, which are attached to and incorporated into this Agreement for all purposes.
1.5 For purposes of this Agreement and the Annexes the following defined terms shall have the meanings given them below:
"AD-HOC SERVICES" means those certain services, including the supply of personnel, material, equipment or products, that are not included in the Services, and that are specifically described in the applicable Ad-Hoc Service Commitment for the respective Ad-Hoc Services.
"AD-HOC SERVICE COMMITMENT" means a contract, purchase order, service order or other agreement or commitment between Operator and an Affiliate of Contractor or a Third Party or between Contractor and a Third Party for the performance of Ad-Hoc Services.
AFFILIATE: means a company, partnership or other legal entity, which controls, or is controlled by or which is controlled by an entity which controls, a Party. In this definition, the term "control" and derivatives thereof means the ownership directly or indirectly of fifty (50) percent or more of the voting rights in a company, partnership or legal entity.
"ANNUAL BUDGET" shall have the meaning given in Article 2.3.
"APPLICABLE LAW" means the Hydrocarbons Law (as defined to in the Charapa Contract) and any other statute, decree, order, directives, regulation, or rule (of whatever nature) including without limitation tax legislation, regulations and decrees incorporated by the terms of the Contract or as may be validly issued by the Government and in effect from time to time.
"BASE CHARGES" means the Contractor's Personnel Costs and the Ecuador Operations Overhead Costs, as both such terms are described in Section 1.1 of Annex B.
"B&B" means the burdens and benefits applicable to salary paid to each of Contractor Personnel under Applicable Law as described in Section 1.1.2 d of Annex B.
"BUSINESS RECORDS AND DATA" means Operator's contracts, accounting documents, invoices, checks, statements, receipts, correspondence, vouchers and includes all files, records, data, information, and maps related to such information and the Contract Area, including, without limitation, computer-readable copies of all computer records pertaining to the files, contracts, production records and other technical data, geological and geophysical information and maps, well logs and related data, or seismic data, including basic field tapes, observers' logs, survey notes, base maps and all other business records relating to Operator's business operations.
"CALENDAR QUARTER" means a period of three (3) months commencing with January 1 and ending on the following March 31, a period of three (3) months commencing with April 1 and ending on the following June 30, a period of three (3) months commencing with July 1 and ending on the following September 30, or a period of three (3) months commencing with October 1 and ending on the following December 31.
"CALENDAR YEAR" means a period of twelve (12) months commencing on the 1st of January and ending on the 31st of December.
"CHANGE ORDER" means the written agreement between Operator and Contractor covering the terms and provisions to govern a revision of the Services.
"CHARAPA CONTRACT" means the instrument initialed by and to be concluded between Petroecuador, Petroproduccion, Bellwether and Tecnipetrol and referred to in the first recital paragraph of this Agreement and any extension, renewal or amendment thereof agreed to in writing by the Parties.
"CHARAPA FACILITIES" means the wells, facilities and surface and subsurface equipment located within the Contract Area and used in Operations and the pipeline, facilities and equipment located outside the Contract Area used to transport hydrocarbons from the Contract Area to storage facilities at the Lago Agrio Norte storage facility or other storage facility as designated by Operator.
"COMPETITIVE TENDER" means an invitation or request for a proposal or an offer for an Ad-Hoc Service Commitment with a value estimated to be $50,000 USD (or equivalent in Sucre) or greater in respect of which Contractor shall: (i) prepare and deliver to Operator a list of the entities whom Contractor proposes to invite to tender for the Ad-Hoc Service Commitment; (ii) submit written invitations to tender to all entities determined by Contractor and Operator to be qualified to perform under the Ad-Hoc Service Commitment; (iii) complete the tendering process within a reasonable period of time; (iv) deliver to Operator a competitive bid analysis recommending the entity to award the Ad-Hoc Service Commitment; and (v) obtain Operator's prior approval before awarding the Ad-Hoc Service Commitment for such tender and before incurring any commitments or expenditures in respect of same.
"CONTRACT AREA" means the surface area covered by the Charapa Contract and described in Annex I to the Charapa Contract and as such area may vary from time to time during the term of validity of the Contract.
"CONTRACTOR GROUP" means (i) the Contractor and its parent, subsidiary and Affiliates; (ii) the Contractor's contractors and subcontractors; and (iii) the Contractor Personnel, and all other agents, consultants, underwriters, and employees, directors and/or officers of both (i) and (ii) above; but excluding any member of the Operator Group.
"CONTRACTOR PERSONNEL" means the personnel described in and provided under this Agreement in accordance with...
To continue reading
Request your trial