ARTICLE I DEFINITIONS
ARTICLE II OBJECT, DURATION, TERMINATION OF THE CONTRACT
ARTICLE III MOBILIZATION, DEMOBILIZATION 第三条款动迁、迁返
ARTICLE IV EQUIPMENT & PERSONNEL 第四条款设备和人员
ARTICLE V RATES OF PAYMENT 第五条款付款
ARTICLE VI TAXES 第六条款税务
ARTICLE VII MANNER OF PAYMENT 第七条款支付方式
ARTICLE VIII STANDARD OF PERFORMANCE 第八条款履行合同的准则
ARTICLE IX LIABILITIES AND INDEMNITIES 第九条款债务及赔偿
ARTICLE X INSURANCE 第十条款 保险
ARTICLE XI WORKING CONDITIONS 第十一条款工作条件
ARTICLE XII SPECIAL CIRCUMSTANCES 第十二条款特殊情况
ARTICLE XIII ASSIGNMENT OF CONTRACT 第十三条款合同的转让
ARTICLE XIV NOTICES AND WAIVER 第十四条款通知及弃权
ARTICLE XV GOVERNING LAW AND ARBITRATION 第十五条款管辖法律及仲裁ARTICLE XVI FIREARMS, LIQUOR, AND BEHAVIOR
ARTICLE XVII MISCELLANEOUS
This Contract is made and entered into this day of July 22nd 2011, between Alamein Petroleum Company organized and existing under laws of Egypt (hereinafter referred to as “COMPANY”) and Cairo Drilling Company (SBDC), a company organized under the laws of Egypt, with offices located at 8, Abd Raof St., off El Gazayer Street, New Maadi, Cairo, Arab Republic of Egypt (Hereinafter referred to as the "CONTRACTOR").
WHEREAS, COMPANY desires to have four (4) firm & four (4) optional well(s) to be drilled, deepened, worked over, tested and completed, in Republic of Egypt (hereinafter "Egypt" or "Country of Operations") as set forth hereinafter; and
WHEREAS, CONTRACTOR is engaged in the business of drilling, deepening, working over, testing and completing and / or plugging and abandoning onshore wells, and CONTRACTOR represents that it has adequate resources and equipment in good working order and fully trained personnel capable of efficiently operating such equipment; and is ready, willing and able to drill, deepen, work over, test and complete, and/or plug and abandon the said well(s) and carry out auxiliary operations and services for the COMPANY in accordance with the COMPANY’S drilling program (hereinafter the "Work") and to furnish for this purpose the ZJ-50D Rig, complete with the drilling equipment (hereinafter "the Rig") and personnel, as specified in Appendix "A" and B made part hereof;
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter provided, the Parties hereby mutually agree as follows:
ARTICLE I DEFINITIONS第一条款 定义
Clause 1.1 Commencement Date 开工日期
"Commencement Date" means the date and time of arrival of the Rig at the first well or other location specified by COMPANY, provided CONTRACTOR’S full crew is in all respects ready to spud and sustain continued drilling operations at manufacturer's rated specification during the Contract Period as defined below. CONTRACTOR shall notify COMPANY in writing immediately upon the Rig's arrival.
Clause 1.2 Willful Misconduct 故意渎职
Willful Misconduct: shall mean, a reckless and wanton or intentional and conscious disregard of a manifest duty arising from any provision of the Contract by the CONTRACTOR’S personnel acting within the scope of their authority and duties, which was intended to cause harmful consequences.
故意渎职: 是指承包商人员粗心、固执或蓄意忽视合同条款规定的其职责、义务, 有意识地造成不良后果。
Clause 1.3 – Gross Negligence 严重过失
Gross Negligence: shall mean, any act or failure to act (whether sole, joint or concurrent) by any of the CONTRACTOR’S personnel which in reckless disregard or indifference caused harmful consequences such person knew or should have known, such act or failure to act would have had on the safety or property of the operations, but shall not include any error of judgment or mistake made by such person in the exercise of good faith.
Clause 1.4 Negligence 过失
Negligence: shall mean, any error of judgment or mistake made by any of the CONTRACTOR’S personnel in the exercise of good faith, which results in harmful consequences or negatively affects the operation.
ARTICLE II OBJECT, DURATION, TERMINATION OF THE CONTRACT
Clause 2.1 Object 目标
CONTRACTOR shall drill, deepen, work over, complete and test, and/or plug and abandon such well(s) as COMPANY requires hereunder, including, but not limited to, four (4) firm well(s) at onshore locations (hereinafter referred to as the "Area of Operations") in the Arab Republic of Egypt, to be designated by the COMPANY or COMPANY’S assignee Affiliate.
Clause 2.2 Duration2.2合同期限
2.2.1 Firm Wells: 确定井
CONTRACTOR, at COMPANY’S direction, shall drill four (4) firm wells at the location designated by COMPANY.
2.2.2 Optional wells: 待定井
CONTRACTOR shall drill four (4) optional wells after four (4) firm wells at COMPANY’S option subject to the following:
a)COMPANY shall give CONTRACTOR a written notice indicating its exercising of its option that CONTRACTOR makes Rig available to drill optional wells at COMPANY’S designated locations, subject to (b) hereunder.
b)CONTRACTOR shall make the Rig available to drill at COMPANY’S location(s) after one month from the date of the said notice, or upon the date of the first release of the Rig from any third party current operations whichever date is later.
c)The Terms and Conditions of this Contract shall apply, as is, to the optional well(s).
Clause 2.3 Termination 合同终止
2.3.1 COMPANY may, at its option, terminate this Contract without obligation or liability to CONTRACTOR if CONTRACTOR’S Rig has not arrived at COMPANY’S first location ready to spud a well location designated by COMPANY within one month after signing the Contract. In that case, CONTRACTOR shall not be entitled to any payments whatsoever from COMPANY.
2.3.2 In the event the Rig becomes a total loss (which shall also include constructive arranged and/or compromised total loss) this Contract shall terminate without notice and such termination shall be effective as of the time when the Rig ceases drilling operations within the scope of this Contract and no further payments shall be payable to CONTRACTOR except for expenses already incurred. CONTRACTOR shall be responsible, at its expense, for the removal of the Rig and its equipment in the event of such loss.
在承包商钻机全部灭失的情况下 (包括推定全损和约定全损), 本合同将终止而无需通知承包商。在合同工作范围内，钻机停止施工的时间为合同终止的有效时间。除去已发生的费用外，合同终止后，承包商不再享受公司的任何偿付。在这种情况下，承包商自付费用把其钻机和设备运离现场。
2.3.3 In the event, for any reason (including, but not limited to, Force Majeure), the Rig fails to begin the Work at the designated drilling location within seven (7) days from the Commencement Date, then COMPANY shall have the option of terminating this Contract effective upon giving written notice to the CONTRACTOR.
2.3.4 COMPANY shall have the right to terminate this Contract upon fifteen (15) days advance written notice in the event that performance of drilling operations is delayed or prevented for reasons of Force Majeure (as defined hereinafter) for a period of thirty (30) consecutive days, or in the event drilling operations cannot be performed because of, or in connection with, repairs or modifications to CONTRACTOR’S Rig or equipment which exceed or are expected to exceed thirty (30) days.
如果由于不可抗力 (如下所述) 致使施工延迟或受阻连续达30天，或者由于承包商钻机、设备修理、整改，或与修理、整改有关的时间超过或预计超过连续30天，公司有权提前15天书面通知承包商终止该合同。
2.3.5 In the event CONTRACTOR, makes an assignment for the benefit of creditors, makes an arrangement, composition, or compromise with its creditors under any applicable laws or has a receiver appointed in respect of the whole or any part of its assets, then COMPANY shall be entitled (without prejudice to its other rights or remedies) forthwith to terminate this Contract by notice in writing to CONTRACTOR. COMPANY’S selection to terminate this Contract shall not relieve CONTRACTOR of its obligations to take such action to protect the well on which CONTRACTOR is then at Work as COMPANY may indicate.
2.3.6 In the event COMPANY elects to terminate this Contract under the provisions of this Article II, the COMPANY will not be liable for payment of any daily rates under this Contract with respect to any period following the effective date of such termination.
2.3.7 CONTRACTOR may, at its option, terminate this Contract upon fifteen (15) days advance written notice in case of nonpayment of CONTRACTOR undisputed monthly “daily rates” Invoices within 60 days after the Invoice due date, CONTRACTOR will release the well without undue hazard.
ARTICLE III - MOBILIZATION, DEMOBILIZATION第三条款 动迁、迁返
Clause 3.1 Mobilization 动迁
CONTRACTOR shall be paid lump sum of U.S$ 285,850 (Two hundred and eighty-five thousand eight hundred and fifty U.S Dollars) for mobilizing the Rig and its Personnel to the COMPANY’S first designated drilling location from Zaafarna Dover field.
承包商把其钻机和人员从扎发腊那道沃尔油区动迁到公司指定的第一口井场，公司付给承包商动迁费285, 850美元 (贰拾捌万伍千捌佰伍拾美元) 。
Clause 3.2 Demobilization 迁返费
CONTRACTOR shall provide for and bear for its own account the cost of demobilizing the Rig and its Personnel from the COMPANY’S drilling location(s) after the COMPANY has released the Rig. CONTRACTOR shall bear and pay for all costs, expenses and fees incurred in transporting the Rig from its last drilling location including, but not limited to, all trucking, towing, export and all port charges and fees if applicable.
ARTICLE IV EQUIPMENT & PERSONNEL第四条款 设备和人员
Clause 4.1 Equipment Provided by CONTRACTOR承包商提供的设备
4.1.1 CONTRACTOR shall: a) furnish the Rig and equipment specified in Appendix "A", attached hereto and made a part hereof; b) furnish the spare parts, supplies and services shown as to be provided by CONTRACTOR in Appendix "C", attached hereto and made a part hereof; and c) carry out all operations in accordance with the requirements of COMPANY; all subject to the provisions of this Contract. Replenishment of CONTRACTOR supplied items will be arranged by the CONTRACTOR at its expense, and CONTRACTOR shall be responsible for maintaining adequate stock levels. CONTRACTOR’S equipment shall be in such condition as to be suitable and serviceable for performance in accordance with the terms and conditions of this Contract. COMPANY shall have the continuing right, at its option and without relieving CONTRACTOR of its duty of inspection, to inspect and reject for reasonable cause shown any items furnished by CONTRACTOR, and CONTRACTOR shall be obligated to replace or repair the rejected item.
根据本合同的规定承包商 A) 按合同附件A的内容提供钻机及设备，附件A为本合同的一部分。B) 按合同附件C的内容提供备用件、材料及服务，附件C为本合同的一部分。C) 根据公司的要求完成所有的施工工作。承包商自付费用补充材料及备用部件，并维持足够的库存量。承包商的设备应保持处于合同要求的良好工作状态，公司始终有权检查承包商提供的任何物料，公司的这种检查并不免除承包商自己检查的责任。公司在出示合理理由的情况下，有权拒绝接收承包商提供的任何物料，而承包商有义务替换或修理被拒绝接收的此类物料。
4.1.2 CONTRACTOR shall also provide at its expense any items of equipment, spare parts, supplies, services, or Personnel which are not mentioned in Appendices "A", "B" or "C", but which are required for the operation and maintenance of CONTRACTOR’S Rig and equipment for normal onshore drilling operations, according to good oil field practice.
对于附件A B 和C中没有明确规定的设备、备用件、 材料、 服务或人员，但，根据通行的油田惯例，为了正常的陆地钻井施工，为了承包商钻机及设备的运行和维护，又需要这些设备、备用件、材料、 服务或人员，承包商应自付费用提供这些项目。
Clause 4.2 Personnel and Additional Labor人员和额外的用工
4.2.1 CONTRACTOR shall provide competent, qualified crews (“CONTRACTOR’S Personnel”) assigned to operations. If at any time CONTRACTOR fails to keep on the job a full complement of CONTRACTOR’S Personnel (expatriate and / or local), the compensation due and payment under this Contract shall be reduced by three (3) times the payroll amount of those personnel not on location. In the event that the COMPANY deems the CONTRACTOR’S rig cannot be operated safely or effectively due to an incomplete compliment of personnel, the rig rate will be at standby rate for the first 36 hours, then at zero rate until such time as required personnel are available on location. CONTRACTOR may be held financial liable or responsible for any additional CONTRACTOR support cost for that period of time while waiting on required CONTRACTOR rig personnel.
承包商应派遣有能力、称职的人员（承包商的人员） 到现场施工，如果承包商在任何某一时间没有保持足够的人员在岗（外籍员工或当地员工）， 那么，根据合同，公司有权从偿付承包商到期的款项中扣除所缺人员工资的三倍。如果公司认为， 由于承包商人员人手不够导致其钻机不能安全有效地施工，这种情况下，头36小时的钻机日费按待机日费计算，然后以0日费计算，直到所需的人员到达现场为止。在等待承包商所需人员的期间，承包商自负其任何额外的维持费用。
COMPANY requires all personnel in the position of rig manager and toolpushers to be in personal possession of a valid well control certificate, IADC / Well Cap or IWCF. COMPANY also requires that CONTRACTOR’S supervisory personnel, including superintendents, toolpushers and drillers must have a working knowledge of English.
4.2.2 In the event COMPANY requests additional CONTRACTOR labor, COMPANY agrees to pay CONTRACTOR’S actual, documented costs incurred by CONTRACTOR as a result of such additional CONTRACTOR labor in accordance with CONTRACTOR’S usual employment and accounting practices including, but not limited to, all compensation, employee benefits and allowances, catering and transportation costs, plus 10% of such costs. Any additional labor employed by CONTRACTOR pursuant to this sub-clause shall be considered CONTRACTOR’S Personnel for the purposes of this Contract.
Clause 4.3 Personnel Benefits 员工福利
CONTRACTOR shall be responsible for providing all health and welfare requirements of its Personnel including housing, food, medical attention, and other benefits, including any benefits required by the social legislation or regulation of any country having jurisdiction over the Rig, the Work, COMPANY or CONTRACTOR.
Clause 4.4 Replacement of CONTRACTOR Personnel承包商人员替换
COMPANY may request CONTRACTOR to replace any individual out of CONTRACTOR’S Personnel in the shortest time reasonably possible at CONTRACTOR’S sole expense if notified in writing by COMPANY’S representative that such individual is unsatisfactory for reasons of misconduct or incompetence. Should COMPANY decide that any of CONTRACTOR’S personnel demonstrate excessive misconduct or incompetence, COMPANY will notify CONTRACTOR’S representative in writing. CONTRACTOR is obligated to remove such personnel from COMPANY’S Area of Operation effective 48 hours upon receipt of notification. CONTRACTOR will delegate that person’s responsibility to an acceptable candidate until such time as a replacement can be located at CONTRACTOR’S sole expense after notification has been given by COMPANY. If CONTRACTOR refuses to begin the necessary action within five (5) days of COMPANY’S request to replace such individual, COMPANY will place the rig on Repair Rate as specified in and under the terms Clause 5.2.3.
Clause 4.5 Equipment, Parts and Services to be Supplied By COMPANY
COMPANY shall timely provide the equipment, supplies, services, and personnel and carry out all operations shown to be provided by it in Appendix "C", which is attached hereto and made a part hereof, subject to the provisions of this Contract. Replenishment of COMPANY supplied items will be its responsibility and for its own account. Any Services or Materials requested by CONTRACTOR and furnished by COMPANY shall be paid by CONTRACTOR at cost plus 10 % over head.
Clause 4.6 – Examination of Materials, Equipment and Supplies
CONTRACTOR agrees to examine (before using) all materials, equipment, and supplies furnished by COMPANY, and promptly report to COMPANY any visual or apparent defects contained therein, to allow COMPANY to replace same without delaying operations. CONTRACTOR shall not be held responsible for latent defects in COMPANY’S materials, equipment and supplies at any time.
Clause 4.7 Maintenance of COMPANY’S Equipment 公司设备的维护保养
CONTRACTOR shall take care and properly maintain the materials and/or equipment furnished by COMPANY to the extent of the capacity of CONTRACTOR personnel present at the rig site, provided, however, that COMPANY shall, provide maintenance procedures and at its expense, furnish all spare parts and materials required to maintain or repair COMPANY items. Upon completion of the operation CONTRACTOR shall return to COMPANY any COMPANY items, at that time in CONTRACTOR’S possession.
CONTRACTOR shall from time to time be required to operate or take control of the operating of COMPANY furnished equipment within the capabilities of the rig personnel. When such is the case COMPANY shall furnish to CONTRACTOR clear operating and handling procedures for the supplied equipment.
Clause 4.8 Additional Equipment 额外设备
Should special tools, materials, items or services, other than those designated in the Contract or required for normal onshore operations, be necessary for the drilling, work over or completion of the well(s) or performance of other operations hereunder, their cost and the manner in which they are to be furnished must be agreed upon beforehand in writing. If supplied by CONTRACTOR, invoices will be submitted at CONTRACTOR’S cost plus 10 % handling charge.
Clause 4.9 Subcontractors 分包商
CONTRACTOR shall have no authority hereunder to hire or engage others to perform all or part of the Work without prior written permission from COMPANY. Use of subcontractors by CONTRACTOR shall not relieve CONTRACTOR from any liability or obligation under this Contract and all subcontracts shall clearly express therein that CONTRACTOR is the principal and not the agent of COMPANY. Subject to the provisions of Clause 9.10 below, anything provided herein in respect of CONTRACTOR’S Work to be performed, the Rig, equipment, and Personnel will likewise apply to any such subcontractor’s work to be performed, its property, and personnel, as if such property and personnel were the property and personnel of CONTRACTOR.
Clause 4.10 Authority to Bind CONTRACTOR 对承包商权力的约束
CONTRACTOR shall not have authority to incur any debt, liability, or obligation on behalf of COMPANY without prior written permission of COMPANY.
ARTICLE V RATES OF PAYMENT 第五条款 付款
Clause 5.1 COMPANY’S Payment Obligation 公司的支付义务
The COMPANY shall pay to CONTRACTOR during the Contract Period the amounts due, as provided in this Article V of this Contract and in accordance with all other terms and conditions hereof.
Clause 5.2 Rates of Payment 支付的各种日费
5.2.1 Operating Rate. The Daily Operating Rate shall be U.S. $ 15,200 (fifteen thousand two hundred U.S. Dollars) and shall include:
Top Drive System 顶驱系统
Truck 30 Ton 30吨卡车
Crane 30 Tons 30吨吊车
Forklift 6 Tons 6吨叉车
Minibus 12 person 12座面包车
Pickup car 皮卡车
Payable during the following operations: 施工日费适用于下列施工：
Drilling, reaming, coring, trips (full, short and wiper), picking up or laying down drill pipe and drill collars, picking up and running casing, cementing, and any other operations not otherwise covered which are requested by COMPANY and require the full use of CONTRACTOR’S equipment.
5.2.2 Stand-by Rate. The Daily Stand-By Rate shall be U.S. $12,920 (Twelve thousand nine hundred and twenty U.S. Dollars) payable during the following operations:
Waiting on cement, waiting on orders, waiting on COMPANY furnished supplies and/or equipment, logging, during well testing operations following the setting of production casing or liner, nipple up and nipple down and testing BOP's, testing casing, unsatisfactory performance and other operations not otherwise covered which are requested by COMPANY and do not require the full use of CONTRACTOR’S equipment.
5.2.3 Repair Rate. In the event it becomes necessary to suspend operations hereunder due to mechanical breakdown of or the need for repair to the CONTRACTOR’S equipment, or due to failure of CONTRACTOR to furnish any item of materials, supplies, equipments, services or personnel which CONTRACTOR is obligated to furnish hereunder, then CONTRACTOR shall be paid during the period of such suspension of operations a Daily Repair Rate of U.S. $11,400 (eleven thousand four hundred U.S. Dollars) for the first twenty four (24) hours. For all time on and after the said twenty four hours CONTRACTOR shall receive no compensation.
5.2.4 Moves between locations. CONTRACTOR shall be paid for the Rig move between wells in the same region U.S. $ 55,000 (Fifty-five thousand U.S. $) for each move between wells up to five (5) kilometers distance, and for each additional kilometer beyond the initial five (5) Kilometers CONTRACTOR shall be paid U.S. $385 (Three hundred and eighty-five U.S. Dollars)
5.2.6 Force Majeure Rate The Force Majeure Rate shall apply during any of the conditions described in Article 12. The Force Majeure Rate shall be U.S. $ 7,600 (Seven thousand and six hundred U.S. Dollars). If Force Majeure continues to prevent CONTRACTOR’S performance in excess of thirty (30) days, COMPANY may terminate this Contract upon seven (7) days advance written notice to CONTRACTOR.
Clause 5.3 Calculation and Finality of Rates 日费的计算和最终决定
The Rates quoted in Clause 5.2 shall be calculated to the nearest half-hour (1/2) and COMPANY shall determine the effective date, hour and duration of each applicable rate. There shall be no rate increases during the Contract Period to drill four (4) firm wells and four (4) optional wells. Any extra well(s) will be subjected to 10% above the contract rates.
Clause 5.4 Costs Associated with Sheltered Inspections/Repairs.与工厂检修/修理有关的费用
In the event the Rig is taken in for inspection and repair, maintenance, structural modifications or repairs of structural defects, the related repair costs and expenses will be for CONTRACTOR’S account; and the rates payable hereunder shall be reduced to zero until the Rig returns and resumes operations.
Clause 5.5 Additional Inspections Requested by COMPANY公司要求的额外检测
The provisions of Clause 5.4 hereof shall not be applicable with respect to additional or incidental inspections, requested by COMPANY, which are not required under the provisions of this Contract. During any such additional company requested inspections, the Repair Rate shall be applicable.
Clause 5.6 Site Preparations and Road construction 井场准备和道路施工
CONTRACTOR shall make the site preparation and construct the access roads as per COMPANY specifications upon a written request from the COMPANY. CONTRACTORS have the rights to use their subcontractors under the CONTRACTORS responsibility. Site preparations charge will be submitted to the COMPANY in due time.
ARTICLE VI TAXES 第六条款 税务
Clause 6.1 CONTRACTOR’S Obligations to Pay Taxes Assessed.
CONTRACTOR shall pay all taxes assessed against CONTRACTOR in connection with the Work performed or equipment furnished by CONTRACTOR hereunder (except as otherwise herein provided) and agrees to indemnify COMPANY and hold COMPANY safe and harmless against any and all claims or liability for income, excess profits, and other taxes, and fines, penalties and interest thereon assessed or levied by the Egyptian Government or any political subdivisions thereof or by the government of any other country or political subdivisions thereof against CONTRACTOR or CONTRACTOR’S sub-contractors or against COMPANY for, or on account of, any payment made to, or earned by, CONTRACTOR or CONTRACTOR’S sub-contractors in respect of the Work/services performed hereunder.
CONTRACTOR further agrees to protect and keep COMPANY safe and harmless from all taxes and related fines, penalties, and interest thereon assessed or levied against or on account of wages, salaries or other benefits paid to any of CONTRACTOR’S employees or employees of its sub-contractors, and all taxes assessed or levied against or on account of any property or equipment of CONTRACTOR or of its sub-contractors.
Clause 6.2 COMPANY’S Right to Withhold 公司代扣税的权利
COMPANY may, without liability to CONTRACTOR, withhold income, corporation excess profits, and other taxes from payments made by COMPANY pursuant to this Contract, to the CONTRACTOR, or the CONTRACTOR’S sub-contractors or any person, firm, company or any combination thereof nominated by COMPANY, CONTRACTOR or CONTRACTOR’S sub-contractors, to the extent that such withholding may be required under Egyptian laws or regulations or any political subdivision thereof or by the laws or regulations of any other country, or any political subdivision thereof. CONTRACTOR has registered with Egyptian tax authorities, secured the required "tax-card" and shall, prior to submission of any invoice or other request for payment, provide COMPANY a copy of such tax-card to enable COMPANY to perform required tax withholding and reporting to Egyptian tax authorities.
Materials, equipment, supplies, tools ;and spare parts to be used or incorporated in the Work performed hereunder and which must be imported into the Arab Republic of Egypt by CONTRACTOR, will be eligible for exemption from import and export duties imposed by the Arab Republic of Egypt in accordance with the provisions of the Concession Agreement.
In order that such imports shall be and remain so eligible, CONTRACTOR agrees that it will not take any action to import any materials, equipment, supplies, tools or spare parts into the Arab Republic of Egypt without first notifying COMPANY and obtaining necessary approval of such import.
All customs clearing expenses in connection with the forgoing will be for CONTRACTOR’S account. CONTRACTOR understands that, in compliance with the provisions of the Concession Agreement and COMPANY procedure with respect to import includes the requirement that all material, equipment, supplies, tools and spares imported be used in the Arab Republic of Egypt only on the Work performed hereunder and upon completion of Work or termination of this Contract, the remainder of such items will be retained by CONTRACTOR and exported, and CONTRACTOR shall be responsible for all procedures necessary for such exportation.
CONTRACTOR shall close all customs certificates imported for his account under COMPANY’S Contract umbrella and shall furnish COMPANY copies of all original customs kassima, certificates, shahada and other customs data which COMPANY deems necessary.
If CONTRACTOR elects to leave such items in the Arab Republic of Egypt, CONTRACTOR shall immediately undertake to transfer the status of its materials, equipment, supplies, tools and spares from under COMPANY’S umbrella, otherwise CONTRACTOR shall be responsible for securing necessary import permit(s) and for paying any applicable customs duties or taxes thereon as well as any relevant expenses, and CONTRACTOR shall hold COMPANY harmless from any fees, taxes, costs, expenses or duties in connection herewith.
Clause 6.4 Sales Taxes 销售税
COMPANY is exempted from Sales Taxes according to Law No. 11 of 1991, Article 4 since COMPANY is one of the Petroleum Sector Companies.
ARTICLE VII MANNER OF PAYMENT 第七条款 支付方式
Clause 7.1 Submitting of Invoices 提交发票
CONTRACTOR shall bill COMPANY on or before the tenth day of each calendar month in respect of expenses incurred, items provided, operations carried out, and services rendered during the previous month. All billings shall be accompanied by time sheets with regard to the applicable rates and by all third party invoices and other supporting documentation of costs incurred by CONTRACTOR which are to be charged to COMPANY. CONTRACTOR will use its best endeavors to submit invoices on a timely and regular basis. Copies of all time sheets, third party invoices, and other documentation supporting CONTRACTOR’S invoices shall be retained by CONTRACTOR for a period of two (2) years following the termination of this Contract. During such time, COMPANY shall be entitled to audit CONTRACTOR’S books and records with respect to CONTRACTOR’S performance hereunder. CONTRACTOR shall cooperate fully in furnishing all requested records and information. COMPANY shall have the right to obtain statements from any of CONTRACTOR’S Personnel in order to conduct or complete such audits. All audits will be conducted in accordance with generally accepted auditing standards.
Clause 7.2 Time and Manner of Payment 付款时间和付款方式
7.2.1 COMPANY shall pay, or cause to be paid, the invoices within thirty (30) days after receipt thereof through the CONTRACTOR’S bank account via telegraphic transfer as will be indicated on the invoice. The cost of such transfer, currently U.S. $ thirty (30) per transfer, shall be borne by CONTRACTOR and deducted from each payment.
7.2.2 CONTRACTOR shall be paid twenty five percent (25%) of its monthly U.S. Dollars Invoices in equivalent Egyptian Pounds. The Egyptian Pounds equivalent of U.S.D. shall be calculated at the rate of exchange applicable to the Petroleum Sector in effect of the month in which payment were executed. This rate currently shall be based on the National Bank of Egypt’s rate.
7.2.3 In the event COMPANY disputes an item billed, COMPANY shall, within thirty (30) days of receipt of CONTRACTOR’S invoice, notify CONTRACTOR of the item in dispute, specifying COMPANY’S complaint, and payment of that item shall be withheld by COMPANY without interest until resolution of the dispute. The undisputed amount, however, shall be paid without delay.
ARTICLE VIII STANDARD OF PERFORMANCE 第八条款 履行合同的准则
Clause 8.1 Performance and Inspection of CONTRACTOR’S Drilling Rig
CONTRACTOR warrants that the Rig with its equipment will be capable of being moved for all moves contemplated under this Contract and of operating in any of the regions designated by COMPANY under this Contract. CONTRACTOR warrants that the Rig is capable of efficient drilling operations to a depth of not less than 15,000 feet. In the event that CONTRACTOR has sound reasons to expect that the specific conditions at a certain location do not permit safe operations, CONTRACTOR shall provide notice thereof to COMPANY.
8.1.2 COMPANY shall provide CONTRACTOR an acceptance/test procedure for the Rig before the projected Commencement Date, but without relieving CONTRACTOR of its own obligations in this respect, COMPANY will then proceed to inspect, accept and/or reject for sound reason the Rig or any part thereof according to the acceptance/test procedure. Commencement Date shall not occur, prior to CONTRACTOR’s having remedied any identified defect, shortcoming or non-compliance that could prevent of hinder a continuous operation. Commencement without full compliance of the acceptance test procedure will be at the sole discretion of COMPANY with agreed time frame and plan for complying.
Clause 8.2 Performance of CONTRACTOR and its Personnel
CONTRACTOR shall carry out operations hereunder with due diligence and in a safe, thorough, and workmanlike manner according to good oil field practice. CONTRACTOR shall insure that the Rig will be adequately manned with competent Personnel, as listed in Appendix "B", and that the Rig is maintained in a state in which it can perform efficiently and continuously in accordance with good oil field practice.
The Work shall be conducted 24 hours per day, 7 days per week in accordance with directions issued by COMPANY including, but not limited to, well plans, casing programs, mud programs, logging programs, cementing programs and completion and re-entry procedures. Any cost incurred prior to the Commencement Date to put the Rig into a condition so that it may function continuously and efficiently shall be for CONTRACTOR’S account.
Clause 8.2.1 Deviation of Hole 井斜
CONTRACTOR shall use precaution in accordance with good oil field practices to drill a hole which will not deviate from the limits specified by COMPANY which limits are that the hole deviation from the vertical will not change more than two (2) degrees in any 150 foot section of hole and will not exceed a maximum deviation of ten (10) degrees at any point. CONTRACTOR shall run angle measuring device acceptable to and at such intervals as may be directed by COMPANY.
Clause 8.3 Inspection of down hole Equipment 井下设备的检测
8.3.1 CONTRACTOR agrees that all drill pipe, drill collars, bottom hole assemblies, and other downhole equipment regularly in use shall be inspected prior to the Commencement Date and as per Appendix "C" Items "I" thereafter, if applicable, by a recognized inspection service company. Additional inspections shall be carried out if frequent failures occur at CONTRACTOR’S expense.
8.3.2 COMPANY shall be furnished with copies of all the inspector's reports. Any drill pipe not passing DS-1 Level “3” (Latest Edition) shall be rejected and replaced by either drill pipe which meets contract specifications or new drill pipe.
8.3.3. Any drill collar connections or threads showing defects shall be replaced by new collars or alternatively re-cut in accordance with drill collar connection or thread types as specified in Appendix "A"
Clause 8.4 CONTRACTOR’S Safety Obligations 承包商的安全责任
CONTRACTOR shall be solely responsible for the operation of the Rig and shall with its Personnel and equipment carry out such operations on the Rig as may be necessary or desirable for the safety of the Rig while being transported to and between drilling locations and while at the well site.
Clause 8.5 Designation of CONTRACTOR Key Personnel
8.5.1 CONTRACTOR shall, to the extent practicable prior to the Commencement Date, present COMPANY a list of the names of all supervisory personnel (assistant driller, driller, rig pusher, rig superintendent, drilling superintendent) who shall be in charge of the Rig's operations. This list shall, if possible, show each individual's qualifications, previous jobs and training attendances with dates and copies of tests/certificates as applicable. If, during the course of the Work, CONTRACTOR plans to change any of the Supervisory Personnel from the original name-list, then CONTRACTOR shall contact COMPANY in advance, inform it of the intended change and give COMPANY the above mentioned particulars of the new individual.
8.5.2 Pursuant to Clause 4.4, COMPANY reserves the right to object to individuals on the original name-list. Subsequent changes to the name-list are subject to COMPANY’S objections.
ARTICLE IX – LIABILITIES AND INDEMNITIES
Clause 9.1 CONTRACTOR’S Property and Equipment承包商的财产和设备
Any damage to or loss of CONTRACTOR’S equipment, regardless of the cause of or the reason for said damage or loss, and regardless of whether same may arise from or as a result of the sole or concurrent Negligence of COMPANY, shall be the loss of the CONTRACTOR, its underwriters or insurers and CONTRACTOR hereby expressly relieves COMPANY and its underwriters or insurers and any party to whom COMPANY has provided an indemnity and hold harmless agreement from any claim or responsibility for such damage or loss, and waives its right of subrogation, if any, against COMPANY and any party to whom COMPANY has provided an indemnity and hold harmless agreement. CONTRACTOR agrees that any insurance policy covering said equipment will be suitably endorsed to provide for this waiver of right of subrogation
Clause 9.2 Loss of CONTRACTOR’S Equipment 承包商设备的损失
COMPANY shall pay to CONTRACTOR – with a maximum of 50% of the new replacement cost – (to the extent not covered by Insurance) all CONTRACTOR’S sub-surface equipment lost or damaged in the hole below the rotary table by reason of in-hole difficulties such as abnormal drilling, stuck pipe, lost circulation or blow-out, unless such in hole difficulties are the result of Gross Negligence or Willful Misconduct of CONTRACTOR, as per clause 1.4—Negligence.
For the purpose of this Contract, at the time CONTRACTOR submits its invoice for any such loss of equipment, if such equipment is capable of being repaired, COMPANY will reimburse CONTRACTOR for all costs involved in such repairs, including handling costs or pay 50% of the new replacement cost whichever is the lesser amount. For such in-hole equipment replaced, COMPANY will also reimburse CONTRACTOR for all costs related to shipment of the replacement equipment to the Rig.
Clause 9.3 Loss of Hole 井眼损失
Even though a hole is lost or damaged while CONTRACTOR is working on the well, CONTRACTOR shall be paid for its Work in accordance with the terms of this Contract. It is agreed that COMPANY shall bear all risk and responsibility for loss of the hole provided that, if such loss or damage be the result of negligent acts of CONTRACTOR, CONTRACTOR shall, as COMPANY may elect, either drill a new hole on the same location to a depth at which the original hole was lost or re-drill such section of the hole as COMPANY may require under all terms of this Contract at two-thirds (2/3) of the Operating Rate.
Clause 9.4 Blow out or Crater 井喷或井口塌陷
In the event a well being drilled hereunder shall blow out or crater from any cause, it is understood and agreed that COMPANY shall bear the entire cost and expense of killing the well or otherwise bringing it under control. This provision applies only to the direct cost of bringing said well under control and has no application to the loss of CONTRACTOR’S and/or Sub-CONTRACTOR’S property, injuries or damages caused by such blow out.
Clause 9.5 Reservoir Damage and Sub-Surface Pollution liability
COMPANY agrees to indemnify and hold harmless CONTRACTOR for the loss of or damage to any geological formation, strata, or oil or gas reservoir beneath the wellhead or loss of any products therefrom resulting from the operations provided herein, or for loss or damage caused by pollution of any underground fresh water reservoir.
Clause 9.6 Surface Pollution Liability 地面污染的责任
CONTRACTOR agrees to assume all responsibility for, including control and removal of, and hold COMPANY harmless from loss or damage arising from pollution or contamination, which originates on the surface from fuels, lubricants, motor oils, pipe dope, paints, solvents, garbage, debris, or other pollutants that are in its possession and control.
COMPANY agrees to indemnify and hold CONTRACTOR harmless in respect of loss or damage including, but not limited to, cleanup and containment arising from pollution or contamination which originates below the surface, regardless of whether same may arise from or as a result of the sole or concurrent Negligence of CONTRACTOR, its officers, directors, agents, subcontractors, servants, or employees, provided that CONTRACTOR shall be responsible for up to $ 250,000 per occurrence if such loss or damage be the result of Gross Negligence or Willful Misconduct of CONTRACTOR or any of his personnel.
Clause 9.7 Patent or Copyright Liability 专利或版权责任
CONTRACTOR agrees to indemnify and hold COMPANY harmless against any or all loss or liability arising from infringement or alleged infringement of patents or copyrights covering property, equipment, methods or processes furnished or employed by CONTRACTOR. Likewise, COMPANY agrees to indemnify and hold harmless CONTRACTOR against any or all loss or liability arising from infringement or alleged infringement or patents or copyrights covering property, equipment, methods or processes furnished or employed by COMPANY.
Clause 9.8 Claims 索赔
All claims against CONTRACTOR for labor, services and other items required or used hereunder by CONTRACTOR shall be paid promptly when due and CONTRACTOR shall indemnify and hold harmless COMPANY from and against all such claims.
Clause 9.9 CONTRACTOR’S Indemnification of COMPANY承包商对公司的赔偿
Except as otherwise specifically provided, CONTRACTOR hereby agrees to indemnify and hold COMPANY harmless from and against any loss or liability (including legal expenses) arising out of any claim or cause of action for loss of or damage to CONTRACTOR’S and/or its subcontractor property, and injuries to or death of CONTRACTOR’S and/or its subcontractor employees, caused by or resulting from or growing out of or incidental to the Work performed under this Contract and shall, at the option of COMPANY, defend COMPANY at CONTRACTOR’S sole expense in any litigation involving the same regardless of whether such Work is performed by CONTRACTOR, its employees or by its sub-contractors, their employees or all or any of them provided, however, that such indemnification shall not apply to claims for loss, damage, injury or death (other than loss of or damage to CONTRACTOR’S property or injury to or death of CONTRACTOR’S employees) if caused by the sole Negligence of COMPANY.
Clause 9.10 Subcontractor Indemnification分包商的赔偿
In the event CONTRACTOR sub-contracts any of the Work to be performed or services to be rendered hereunder or sub-contracts for the furnishing of any services or materials required to be furnished by CONTRACTOR then such sub-contracts will contain waivers of subrogation and indemnity and hold harmless provisions equivalent to those above, whereby said sub-contractor undertakes the same obligations and duties for the benefit of the agents, directors, officers, employees or servants of COMPANY and its co-venturers as does CONTRACTOR herein. Unless such sub-contracts contain said equivalent provisions, any personnel and property engaged in the furnishing of said services or work shall be deemed employees and property of CONTRACTOR for all purposes here.
Clause 9.11 Consequential Damages间接损害
Neither party shall be liable in an action initiated by one against the other for special, indirect or consequential damages resulting from or arising out of this Contract, including, without limitation, loss of profit or business interruptions, however may same be caused. This Clause shall not be construed as a limitation upon the indemnification and hold harmless provisions of this Contract.
Clause 9.12 Definition of Company公司的定义
For purposes of the indemnities and hold harmless provisions in favor of COMPANY in this Contract, "COMPANY" shall be deemed to include not only "COMPANY" but also COMPANY’S shareholders and their parents, subsidiaries, affiliates, co-venturers and assignees and all of their directors, officers, employees and agents.
Clause 9.13 Personnel Liability人员责任
Each party shall assume the sole responsibility and liability and hold harmless and indemnify the other party for injury or death or damage to property to its personnel or its subcontractor personnel and invitees.
Clause 9.14 COMPANY’S Indemnification of CONTRACTOR公司对承包商的赔偿
Except as otherwise specifically provided, COMPANY hereby agrees to indemnify and hold CONTRACTOR harmless from and against any loss or liability (including legal expenses) arising out of any claim or cause of action for loss of or damage to COMPANY’S and/or its subcontractor property, and injuries to or death of COMPANY’S and/or its subcontractor employees, caused by or resulting from or growing out of or incidental to the Work performed under this Contract and shall, at the option of CONTRACTOR, defend CONTRACTOR at COMPANY’S sole expense in any litigation involving the same regardless of whether such Work is performed by COMPANY, its employees or by its sub-contractors, their employees or all or any of them provided, however, that such indemnification shall not apply to claims for loss, damage, injury or death (other than loss of or damage to COMPANY’S property or injury to or death of COMPANY’S employees) if caused by the sole Negligence of CONTRACTOR.
ARTICLE X INSURANCE第十条款 保险
Clause 10.1 - CONTRACTOR’S Insurance Obligations承包商的保险义务
CONTRACTOR agrees to procure and maintain at its expense during the term of this Contract insurance coverages of the types and with limits of liability not less than those set out below:
10.1.1 Insurance which CONTRACTOR is obliged to carry under all applicable social (see "10.1.4" below"), workmen's compensation and occupational disease laws and which shall cover all of CONTRACTOR’S employees performing Work under this Contract. Employer's Liability Insurance, please refer to SBDC’S insurance policy.
10.1.2 General Public Liability Insurance to cover at all locations at which operations are to be performed with a bodily injury and property damage limit of not less than U.S. $2,000,000 per occurrence. Such insurance shall include coverage for all liability assumed by CONTRACTOR under the terms of this Contract with limits of liability not less than those set out above.
10.1.3 Automobile Liability Insurance which CONTRACTOR is obliged to carry under all applicable laws with a combined bodily injury and property damage limit of not less than L.E.300,000 per accident.
10.1.4 Social Insurance according to the Social Insurance Law of the Arab Republic of Egypt and the decisions of Social Insurance Minister Nos. 255 of the year 1982 and 74 of the year 1988.
10.1.5 Such other insurance as CONTRACTOR deems necessary or as is required by law.
10.1.6 Risk of Physical damage insurance covering the Drilling unit and associated equipment and supplies owned or rented by CONTRACTOR and utilized in the performance of this Contract in an amount equal to the replacement value of the equipment described in this Contract.
Clause 10.2 Waiver of Subrogation and Definition代位求偿权的放弃和定义
All policies listed in Clause 10.1 shall provide for insurer's waiver of all rights of subrogation against COMPANY, as defined in Clause 9.12.
Clause 10.3 Certificates of Insurance保险单证
CONTRACTOR shall furnish to COMPANY, prior to commencement of work, certificates of insurance showing that the insurance coverage set out above has been obtained by CONTRACTOR and containing a statement that the said insurance will not be changed or cancelled without at least thirty (30) days prior written notice to COMPANY. Such certificates must be signed by an authorized representative of each insurer and all coverage must be written on policy forms and by Egyptian insurance companies approved by COMPANY.
Clause 10.4 CONTRACTOR’S Continuing Obligations合同终止后承包商的义务
Neither failure by CONTRACTOR, whether the failure be total or partial, to comply with any or all of the insurance provisions of this Contract, nor the failure to secure endorsements on the policies as may be necessary to carry out the terms and provisions of this Contract, nor full compliance shall be construed to limit or relieve CONTRACTOR from the obligations of this Contract, anything to the contrary notwithstanding.
ARTICLE XI WORKING CONDITIONS第十一条款 工作条件
Clause 11.1 Instruction by COMPANY公司指令
CONTRACTOR, without prejudice to the provision of Clause 11.3, shall comply with all instructions of the COMPANY, which may from time to time be given and which are consistent with the provisions of this Contract, and shall be subject to instructions by government agencies, classification societies and underwriters. Such instructions will be confirmed in writing by COMPANY and may include instructions as to drilling, completion and workover methods or ceasing operations in progress.
Clause 11.2 Scope of Operations施工范围
Subject to Article III herein, CONTRACTOR shall be responsible for arranging for the transportation of the Rig and its required personnel to the first drilling location, the complete operations of the Rig and for the overall direction of the moving operations between locations and from the last location. Each drilling location will be identified by the COMPANY. The CONTRACTOR shall drill, deepen, workover, test, and complete and/or plug or abandon the well(s) in accordance with COMPANY’S overall requirements.
Clause 11.3 Independent Contractor独立承包商
In the performance of its work hereunder, CONTRACTOR will be an independent contractor with the authority to control and direct the performance of the detail of its work, subject to COMPANY’S right to give instructions and of inspection and supervision as laid down in this Contract. The presence of and the inspection and supervision by COMPANY’S representative at the site of the Work shall not relieve CONTRACTOR from CONTRACTOR’S obligations and responsibilities.
Clause 11.4 Unsafe Conditions不安全状况
In the event of impending severe weather or other unsafe conditions, CONTRACTOR, in consultation with COMPANY, shall decide whether to institute precautionary measures in order to safeguard the well equipment and the Rig to the fullest possible extent.
Clause 11.5 Public Holidays公共假日
Work shall be performed on a twenty-four (24) hours per day, seven (7) days per week basis. Work on public holidays shall not be suspended.
Clause 11.6 Well Depth井深
Wells shall be drilled to a depth to be specified in each case by COMPANY, provided that for drilling wells to a greater depth than the maximum depth for which the Rig is warranted in Clause 8.1.1 CONTRACTOR’S consent shall be required, which consent shall not be unreasonably withheld. COMPANY shall make every reasonable effort to keep CONTRACTOR duly informed with as much advance notice as practical in this respect.
Clause 11.7 COMPANY Well Programs井身设计
For each well, COMPANY shall provide CONTRACTOR with a "well drilling, completion and workover programs" which shall include (but not necessarily be limited to) hole sizes, casing program (including specified use of protectors and drift mandrels), mud control program and COMPANY’S deviation policy. COMPANY may modify these programs while drilling is in progress.
Clause 11.8 Safety Regulations – Well Control Policy安全规章—井控程序
CONTRACTOR will ensure that its Personnel will observe and perform all safety regulations which CONTRACTOR may respectively issue. Without prejudice to CONTRACTOR’S general responsibility for the safety of its operations and the personnel involved and its obligations in accordance with Clause 11.19, CONTRACTOR shall exercise due diligence to observe, perform and follow safety regulations and emergency procedures issued by COMPANY or any regulatory bodies having jurisdiction over the drilling operations, the Rig or the Area of Operations.
CONTRACTOR shall exercise due diligence to maintain well control equipment in sound condition at all times and shall use all reasonable means to control and prevent fires and blowouts and to protect the hole. CONTRACTOR shall conduct such safety drills, including testing of blowout preventers, as may be requested by COMPANY.
CONTRACTOR shall instruct all its personnel in the use of safety equipment and proper work procedures for the purpose of doing everything reasonably possible to protect against personal injury and damage to equipment and hole. CONTRACTOR shall ensure that its employees are drilled in emergency procedures in case of fire, evacuation, pick up, etc. and shall hold regular safety reviews.
Clause 11.9 Depth Measurements井深测量
CONTRACTOR shall measure and keep a record of the length of drill pipe and all other tools in the hole; firstly, in order to determine the footage drilled; secondly, before setting casing or liners and after reaching final depth; and thirdly, whenever requested by COMPANY.
Clause 11.10 Control of Mud Program泥浆设计控制
COMPANY shall have a mud contractor to implement the mud program. Mud contractor shall take all reasonable care to use and maintain mud with properties in accordance with any specifications made by, or acceptable to COMPANY. Should the mud properties, during drilling, prove inadequate, mud contractor shall immediately contact the COMPANY representative to inform him of the situation. In the event no COMPANY representative is available, mud contractor shall have the duty to improve said properties to the best of its ability.
Clause 11.11 Cutting/Core Program切割/取芯程序
When requested by COMPANY, CONTRACTOR shall collect, save and identify the cuttings and cores according to COMPANY’S instructions and place them in separate containers to be furnished by COMPANY. Such cuttings and cores shall be made available to COMPANY at the location.
Clause 11.12 Oil/Gas Formations油气层
Whenever CONTRACTOR encounters a formation which reasonably appears to be oil or gas-bearing and/or of lithological importance according to the COMPANY’S instructions, it shall stop drilling and immediately notify COMPANY thereof so as to give COMPANY an opportunity to examine the formation for the purpose of determining what further operations should be conducted. CONTRACTOR shall insure that any such information shall be confidential and shall be divulged only to COMPANY’S authorized representative.
Clause 11.13 Records to be furnished by CONTRACTOR.承包商提供的记录
11.13.1 Daily Drilling report 钻井日报表
CONTRACTOR shall keep and furnish to COMPANY two (2) legible copies of the Daily Report on the IADC standard form in the manner designated by COMPANY. Such Daily Report shall correctly indicate the Contract rate distribution, showing the numbers of half-hour periods applicable to each work category. CONTRACTOR shall permit COMPANY to inspect, review or take custody of all field records relating to the Work which are kept by CONTRACTOR. Each Daily report will be approved and signed by a duly authorized representa¬tive of CONTRACTOR and delivered to a duly authorized repre¬sentative of COMPANY at the Rig for his approval. Once approved and signed, the Daily Report shall be delivered to COMPANY in accordance with COMPANY’S instructions. Upon the comple¬tion or abandonment of each well, all data and copies thereof pertaining to the geology of formation encountered in the well which are in the CONTRACTOR’S possession shall be delivered to the COMPANY.
Clause 11.13.2 Warehouse Records 库存记录
CONTRACTOR shall keep and provide COMPANY with delivery tickets and other warehouse records covering any materials or supplies furnished to COMPANY in a manner specified by COMPANY. The quantity, description and condition of materials and supplies so furnished shall be checked by CONTRACTOR and such records shall be properly certified by CONTRACTOR.
Clause 11.14 Well Log录井
CONTRACTOR shall assist COMPANY or COMPANY’S other contractors in the preparation of an accurate log of the well giving depth and thickness of each formation from the surface of the ground to the bottom of the hole and any other pertinent information concerning the well.
Clause 11.15 Abnormal and Hazardous Formation and/or Conditions异常、危险的地层或情况
If at any time while operating, CONTRACTOR believes that a continuance of the operations will result in abnormal or hazardous conditions, it shall immediately notify the COMPANY and in the meantime exert every reasonable effort to overcome this difficulty; in any such case CONTRACTOR is entitled to stop operations on the well under safest possible conditions and consult with COMPANY.
Clause 11.16 COMPANY’S Representatives公司代表
COMPANY shall be entitled to designate a representative or representatives who shall at all times have access to the Rig for the purpose of observing tests, inspecting the Work performed by CONTRACTOR or verifying the records of items furnished by CONTRACTOR. Such representative or representatives shall be empowered to act for COMPANY in all matters relating to CONTRACTOR’S performance under this Contract.
Clause 11.17 Confidential Information保密资料
All information obtained by CONTRACTOR in the conduct of the Work hereunder, including but not limited to depth, formation penetrated, the results of coring, testing and surveying shall be confidential and shall not be divulged by CONTRACTOR to any third party either during the term of this Contract or thereafter. CONTRACTOR agrees to take all reasonable steps necessary to ensure that its personnel and their families shall maintain secrecy to the same extent.
Clause 11.18 Local Laws etc当地法律及其他
CONTRACTOR shall furnish the Rig and equipment and perform its duties under this Contract subject to the provisions of all Egyptian legislation and regulation, whether national, regional, local or otherwise, in force in all or any part of the Area of Operations and CONTRACTOR shall be subject to the conditions of any permits, licenses and clearances relating to its operations hereunder and whether held by CONTRACTOR or COMPANY. CONTRACTOR shall indemnify and hold COMPANY harmless from and against any and all liability, damages, claims, fines, penalties and expenses of whatever nature arising out of or resulting from violation by CONTRACTOR or its Personnel of such legislation and conditions of permits, licenses, and clearances.
Clause 11.19 Permits许可证
CONTRACTOR, at its expense, assumes responsibility for securing valid permits for CONTRACTOR, its employees, subcontractors, and equipment to enter upon and conduct drilling operations with the Rig in the onshore locations designated by COMPANY and COMPANY will assist CONTRACTOR in securing said permits. CONTRACTOR shall be subject to all provisions of said permits in the performance of the work hereunder. CONTRACTOR shall be responsible for arranging import and export of its equipment into the Country of Operations, provided, however, that COMPANY agrees to assist CONTRACTOR in such endeavors. (If operations are suspended or delayed due to CONTRACTOR’S inability, despite its best efforts, to arrange for such importation or exportation or securing the aforementioned permits, such inability shall be considered as Force Majeure). CONTRACTOR, at its expense, shall be responsible for obtaining necessary visas and work permits of its employees. CONTRACTOR, at its expense, shall be responsible for any qualification or registration to do business in Egypt and for the provision of a copy of its tax card to the COMPANY.
Clause 11.20 Social Law社会法律
With regard to CONTRACTOR’S Personnel in the performance of this Contract, the CONTRACTOR shall be liable for payment directly to the appropriate authorities of all payments required or prescribed by social or labor laws or any similar regulation or legislation of any government with jurisdiction over CONTRACTOR, COMPANY, the Rig or the Area of Operations, and shall indemnify the COMPANY for any payments whatsoever made by COMPANY that the CONTRACTOR is required to pay in respect of the CONTRACTOR’S Personnel under any provision of such regulation or legislation.
ARTICLE XII SPECIAL CIRCUMSTANCES第十二条款---特殊情况
Clause 12.1 – Emergency Operations应急施工
CONTRACTOR agrees to exercise due care and take precautions as are necessary in accordance with good oilfield practice to prevent fires, explosions and blowouts, and to protect life and property. If, in COMPANY’S sole opinion, an emergency exists, including, but not limited to, blowout, fire, explosion or any other situation, actual or potential, which indicates a need for BOP control, COMPANY shall have the right to direct in detail the emergency procedures, including, but not limited to, the work required to regain full control of the well. The representative of the COMPANY will be the sole judge as to which course of action shall be taken and shall have the ultimate authority to issue orders in accordance therewith, provided, however, CONTRACTOR, in executing such orders, shall be solely responsible for the operation of the Rig, COMPANY and CONTRACTOR representatives have to reach a mutual approval for any course of action taken that may risk CONTRACTOR’S equipment and /or personnel. This Clause 12.1 shall not be construed to limit or modify the provisions of Articles VIII, IX, and X hereof.
Clause 12.2 Force Majeure不可抗力
Neither party to this Contract shall be responsible for any delay or failure in fulfilling any of its obligations hereunder, other than the obligation to make punctual payment of sums due, if fulfillment has been delayed, hindered or prevented by any circumstance of whatsoever nature which is not within the control of the party concerned and is not preventable by reasonable diligence on its part or as a result of any order or requirement from any national, port or local authority. CONTRACTOR shall maintain as far as possible its relevant insurance cover and take all reasonable precautions to protect the well against damages or destruction as may result from blowout. Both parties shall use their best efforts to remove or mitigate the effect of the circumstance delaying, hindering or preventing performance, however, CONTRACTOR shall not be obliged to take steps to settle a strike which settlement in the circumstances requires unreasonable steps to be taken by CONTRACTOR.
By way of illustration, Force Majeure shall include, but not be limited to, hostilities, restraints of rulers or people, revolution, civil commotion, strike, labor disturbances, epidemic, accident, fire, earthquake, explosion, sabotage, blowout, crater, blockade or embargo, or any law, proclamation, regulation or ordinance, demand, or requirement of any government or any agency thereof having or claiming to have jurisdiction over the operations or with respect to the Rig or services rendered in respect of drilling operations hereunder, or over the parties hereto, or any act of God, or any other cause, whether of the same or different nature, existing or future, which is beyond the control and without the fault or negligence of the party asserting benefit of this Article.
ARTICLE XIII ASSIGNMENT OF CONTRACT第十三条款合同的转让
Clause 13.1 – Assignment by COMPANY公司的转让
During the term of this Contract, including any option period, the COMPANY shall have the right with the prior written consent of CONTRACTOR to assign this Contract to an Affiliate, a subsidiary, a parent or subsidiary thereof, or to a co-venturer, or to other third parties. In the event of such assignment all the rights, duties, privileges, and obligations of the COMPANY, as provided for under this Contract, shall be assumed by the assignee and COMPANY shall retain no residual obligations. This assignment is valid only during the contract period with the COMPANY.
Clause 13.2 Assignment by CONTRACTOR承包商的转让
CONTRACTOR shall not assign this Contract or any of its operations hereunder without the prior written consent of COMPANY during the contract period (4 firm wells and 4 optional wells).
ARTICLE XIV NOTICES AND WAIVER第十四条款 通知及弃权
Clause 14.1 Addresses for Notices通信地址
Any notification under this Contract shall be well and sufficiently served on the Party concerned if made by telex, telegram, or sent by registered mail to the following addresses:
In the event of a change of address, prompt notice shall be given by the party concerned.
Clause 14.2 Waiver in Writing书面弃权
None of the requirements of this Contract shall be considered waived unless waived in writing by the Party concerned or its representative.
ARTICLE XV GOVERNING LAW AND ARBITRATION第十五条款管辖法律及仲裁
Clause 15.1Governing Law管辖法律
The construction, validity and performance of this Contract and matters pertaining thereto will be governed in all respects by the laws of the Arab Republic of Egypt.
Clause 15.2 Arbitration仲裁
Any dispute, controversy or claim arising out of or relating to this Contract, or breach, termination or invalidity thereof between COMPANY and CONTRACTOR shall be settled by arbitration in accordance with the Arbitration Rules of the Regional Center for Commercial Arbitration - Cairo in effect on the date of this Contract. The award of the arbitrators shall be final, binding on the parties and not subject to appeal. The arbitration tribunal shall be composed of three arbitrators. Each party shall appoint one arbitrator. If within thirty days after receipt of the claimant's notification of the appointment of an arbitrator the respondent has not notified the claimant in writing of the name of the arbitrator he appoints, the claimant may request the Centre to appoint the second arbitrator. The two arbitrators thus appointed shall choose the third arbitrator who will act as the presiding arbitrator of the tribunal.
If within thirty days after the appointment of the second arbitrator, the two arbitrators have not agreed upon the choice of the presiding arbitrator, then either party may request the Secretary General of the Permanent Court of Arbitration at the Hague to appoint the presiding arbitrator in the same way as a sole arbitrator would be appointed under Article 6.3 of the UNCITRAL Arbitration Rules. The arbitration proceedings including the making of the award, shall take place in Cairo. The provisions of this Contract relating to Arbitration shall continue in force notwithstanding the termination of this Contract. The award rendered may be entered in any court having jurisdiction and application may be made in such court for a judicial acceptance of the award or an order of enforcement, as the case may be. COMPANY and CONTRACTOR agree that if for whatever reason arbitration in accordance with the above procedure cannot take place, then all disputes, controversies or claims arising out of or relating to this Contract or the breach, termination or invalidity thereof shall be settled by arbitration in accordance with the UNCITRAL Rules.