between
Oil Co. 1
Contract no
and
Oil Co. 2
Contract no
and
Oil Co. 3
Contract no
and
Oil Co. 4
Contract no
and
...
concerning co-operation in a project with the aim to...
Table of contents:
This Agreement is made this DATE between Oil Co. 1, Oil Co. 2, Oil Co. 3, Oil Co. 4, ..., and Oil Co. n, (hereinafter referred to as the Party in singular and the Parties in plural).
WHEREAS, and
WHEREAS, and
WHEREAS, and
WHEREAS,
NOW THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:
GENERAL CONDITIONS
ARTICLE 1. OBJECTIVES
The objectives of the Project specified in Annex A to this Agreement shall be to...
Art. 1.1 This Agreement consists of these documents:
a) these General Conditions
b) Annex A: Scope of work and work schedule
c) Annex B: Budget and payment
d) Annex C: Project organisation
In the event of any discrepancies between the documents specified in this Article 1.1 the priority between them shall be in the order the documents are listed.
ARTICLE 2. DEFINITIONS
Affiliate shall mean any parent company controlling directly or indirectly a Party, and all present and future companies in which a Party or its parent company controls directly or indirectly 50% or more of the stock.
Agreement means this Agreement form and the Annexes as stated in Article 1.1.
Consortium means all companies that have signed this Agreement.
Contractor means a company with which the Consortium enters any Contractor Agreement.
Contractor Agreement means an agreement between the Consortium and the Contractor for the performance of the work or parts of the work as described in Annex A hereto.
Early Termination means a date of Project Termination prior to the date specified in this Agreement.
Late Participant means a Party signing this Agreement after the Project start.
Project means all work which the Parties shall perform or cause to be performed in accordance with this Agreement.
Project Chairman means the leader of the Project as described in Art. 3.2
Project Termination means the date when the Steering Committee has approved the final report of the Project from the Project Manager.
Representative(s) means the person(s) who at any time is appointed by each Party to act on behalf of the Parties in all matters related to the Agreement.
Steering Committee shall mean the committee established in accordance with Article 3.1.
Third Party means any other party than Oil Co. 1, Oil Co. 2, Oil Co.3, ...., Oil Co n.
ARTICLE 3. PROJECT ORGANISATION
Art 3.1 Steering Committee
Art 3.1.1 A Steering Committee will be established. Each Party has the right to nominate one
Representative to the Steering Committee. At least 2/3 of the members of the Steering Committee must be present in order to make valid decisions. One of the members of the Steering Committee shall be elected chairman by the Steering Committee.
Art 3.1.2 The Steering Committee shall have the power to:
a) Decide on changes to the work and/or the budget.
b) Review the progress of the work.
c) Approve or disapprove the results of the work.
d) Approve subcontracts for the whole or any part of the Project.
Art 3.1.3 Decisions are made by the Steering Committee by simple majority vote, except for
decisions on increase in overall budget of the Project and decisions on Early Termination where unanimity is required.
Art 3.1.4 The Steering Committee shall meet at least twice a year, or at such shorter intervals as
may be decided by the Steering Committee. A meeting shall be held whenever requested by one of the Parties.
Art 3.1.5 The venue for the meeting shall be at the Parties premises in turn, unless decided
otherwise by the Steering Committee.
Art 3.1.6 Costs incurred by the Parties in connection with the Steering Committee meetings shall be
the responsibility of each Party.
Art 3.2 Project Chairman
The Parties shall appoint a Project Chairman who shall be responsible for the administration of the Project. The Project Chairman shall report to the Steering Committee.
Art 3.3 Organisation
The organisation of the Project is shown in Annex C.
ARTICLE 4. EFFECTIVE DATE AND TERMINATION
This Agreement shall commence at the date all Parties have signed the
Agreement and shall terminate when all activities as they are identified in Annex A are
fulfilled and final invoice paid, except as otherwise agreed on for Early Termination..
ARTICLE 5. OBLIGATIONS OF THE PARTIES
The Parties shall carry out the Project in a professional and careful
manner in accordance with the Agreement.
ARTICLE 6. CONTRACTORS
The Project Chairman shall not enter into any contract for the whole or
any part of the Project without the prior consent of the Steering Committee.
ARTICLE 7. SCHEDULE AND DELAYED PROGRESS
Art 7.1 The Parties shall carry out the Project in accordance with the Agreement schedule as
defined in Annex A.
Art 7.2 If the Project Chairman should have cause to believe that the Project cannot be carried out
in compliance with the approved schedule, he shall promptly notify the Steering Committee accordingly. He shall notify about:
a) the cause of the delay,
b) the estimated effect on budgets, the Agreement schedule and other parts of the Project,
c) the measures which he considers appropriate to avoid, limit or recover the delay.
ARTICLE 8. RIGHT TO VARY THE PROJECT
The Parties may propose variations to the Project. Variations may
include an increase or decrease in the quantity, character, kind or performance of the
Project or any part thereof, as well as changes to the schedule and budget of the
Agreement. All such variations shall be approved by the Steering Committee in accordance
with Article 3.1.3.
ARTICLE 9. PAYMENT
Each Party shall pay its agreed share of the budget as stated in Annex
B. Each Party shall cover their own man-hour costs, administrative expenses, travel
expenses and direct costs related to project meetings.
ARTICLE 10. LIABILITY AND INDEMNIFICATION
The Parties shall indemnify each other from and against any claim
concerning:
a) injury to or death of their employees,
b) loss of or damage to their property,
c) all consequential losses suffered by one of the Parties, arising out of or in connection with
the Project and regardless of whether any negligence in any form has been shown.
ARTICLE 11. OWNERSHIP AND USE OF THE RESULTS
Each Party and its Affiliates shall have equal ownership and rights to
use the results of the Project. Each Party grants to each other an irrevocable,
royalty-free, non-exclusive right to use the results on a world-wide basis.
ARTICLE 12. CONFIDENTIALITY
Art 12.1 All information exchanged between the Parties, including their
Affiliates, shall be treated
as confidential and shall not be disclosed to a Third Party without the
permission of the other Parties.
Art 13.2 Each of the Parties may, however, use or disclose confidential
information to a Third Party
to the extent necessary for the performance of and control of the
Project. In such cases the Parties shall ensure that the Third Party signs a
confidentiality agreement.
Art 13.3 The Parties shall not publish information concerning the
Project or the Agreement without
each others written approval. This approval shall not be unreasonably
withheld.
ARTICLE 13. LATE PARTICIPANTS
Subject to approval by the Steering Committee under Art. 3.1.3, Third
Party oil companies can join the Project as Late Participants. A Late Participant shall be
responsible for a proportional share of the costs incurred to date and future costs, but
no additional fee.
ARTICLE 14. NORWEGIAN LAW AND DISPUTES
This Agreement shall be governed by Norwegian law. Any dispute arising
in connection with this Agreement which cannot be settled by private negotiations between
the parties hereto, shall be finally settled by arbitration in Stavanger according to
chapter 32 of the Norwegian Civil Procedure Act of August 13, 1915 as subsequently
amended.
On behalf of Oil Co. 1
Name: ______________________________ Date: ____________
Position: ______________________________
Signature: ______________________________
On behalf of Oil Co. 2
Name: ______________________________ Date: ____________
Position: ______________________________
Signature: ______________________________
On behalf of Oil Co. 3
Name: ______________________________ Date: ____________
Position: ______________________________
Signature: ______________________________
On behalf of ...
Annex A
Objectives:
Scope of work:
Time schedule:
Annex B
Total budget:
Participants shares:
Payment terms:
Annex C
Project organisation