Предмет Договора

23. Адреса и банковские реквизиты Сторон

Корпорация «ДеГольер энд МакНотон Корп.» (США)

1. Subject of the Contract

1. 
   The CONTRACTOR upon the CUSTOMER’s assignment undertakes to render consulting services including data collection and processing, evaluation of current status of the Suzunskoye field, which is a CUSTOMER’s asset, and estimation of development options and potential recovery using available data in accordance with the Technical Assignment set out in the Attachment No. 1 (hereinafter the “Services”) and the CUSTOMER undertakes to accept the Services rendered and pay for them on the terms of this Contract and Attachments hereto.
   

2. 
   The Services shall be rendered in several Stages in accordance with the Services Provision Schedule agreed in the Attachment No.2 hereto.
   

3. 
   The Services shall be rendered on the basis of the initial data provided by the CUSTOMER to the CONTRACTOR.
   

4. 
   The Services Cost Estimate is set out in Attachment No.3.
   

5. 
   Attachments No.No.1-7 form an integral part of the Contract.
   

6. 
   The place of the Services supply shall be the territory of the Russian Federation.
   

2. 
   Contract Validity
   

1. 
   This Contact shall come into force from the date of its signing by the authorized representatives of the Parties and shall remain in force until the Parties fulfill all their obligations under this Contract.
   

3. 
   Deliverables
   

1. 
   Upon completion of each Stage of the Services according to the Services Provision Schedule the CONTRACTOR shall submit to the CUSTOMER deliverables as specified in the Attachment No.1 “Technical Assignment”.
   

2. 
   The CUSTOMER at its own discretion shall use and implement the Report and other deliverables provided by the CONTRACTOR in the course of the provision of the Services hereunder.
   

3. 
   In the course of the Services provision, upon the CUSTOMER’s request and for the CUSTOMER’s internal use the CONTRACTOR may provide verbal, preliminary or intermediate consultations with regard to the presented results of the rendered Services. The final result of the rendered Services shall be deemed the final Report.
   

4. 
   The date of signing of an act of delivery/acceptance of provided Services by both Parties shall be deemed the moment the CUSTOMER shall acquire ownership of any product including conclusions, recommendations, strategies developed by the CONTRACTOR and received hereunder.
   

5. 
   In case the CUSTOMER finds out any defects, errors, mistakes, misprints in the preliminary results of the Services, Report, or other deliverables of the Services provided by the CONTRACTOR upon completion of the respective stage to the CUSTOMER, the CUSTOMER shall make all reasonable efforts to inform the CONTRACTOR about it in a timely manner but no longer than 5 (five) business days from the moment such deliverables are obtained by the CUSTOMER. Notification shall be made in writing or by e-mail to the attention of an authorized representative of the CONTRACTOR with a list of necessary corrections and improvements. The CONTRACTOR shall eliminate discovered shortcomings within 15 business days.
   

4. 
   The Cost of Services
   

1. 
   The total cost of the Services to be rendered hereunder shall be ____________ (__________________) Russian Rubles __ Kopeck including VAT 18% in the amount of ___________ (___________________) Russian Rubles __ Kopecks.
   

2. 
   The cost of Services in clause 4.1 of the Contract is based on the CONTRACTOR’s fixed daily rates and the list of fields and activities specified by the CUSTOMER in the Attachments No. 1 and No. 2 and cost estimates given in the Attachment No.3 hereto at the moment of signing hereof.
   

3. 
   The CUSTOMER shall pay for the rendered Services as earned according to authorized value but no more than limit of the Contract price in installments on the basis of the original of delivery/acceptance act of a rendered stage of Services (in the form set forth in the Attachment 4) signed by both Parties and issued VAT invoice as follows:
   

1. 
   The first invoice for the total amount of ___________ (_______________) Russian Rubles __ Kopeck including VAT 18% in the amount of __________ (_______________) Russian Rubles __ Kopeck shall be issued upon completion of Stage 1;
   

2. 
   The second invoice for the total amount of _________ (_________________) Russian Rubles __ Kopeck including VAT 18% in the amount of _________ (_________________) Russian Rubles __ Kopeck shall be issued upon completion of Stage 2;
   

3. 
   The third invoice for the total amount of ___________ (__________________) Russian Rubles __ Kopeck including VAT 18% in the amount of ___________ (__________________) Russian Rubles __ Kopeck shall be issued upon completion of Stage 3.
   

5. 
   Payment Procedure
   

1. 
   Within 5 (Five) business days upon completion of the Services (Stage), but not later than the 30th (31^st) day of the reporting month, the CONTRACTOR shall submit to the CUSTOMER the results of the rendered Services according to the Services Provision Schedule specified in the Attachment No. 2, an VAT-invoice for the amount of the rendered Services and an act of delivery/acceptance of the rendered Services in Russian and English in duplicate signed by it.
   

2. 
   The CUSTOMER shall review submitted payment documents within 10 (Ten) business days and after that send one copy of the delivery/acceptance act of the Services in Russian and English signed by it to the CONTRACTOR or sends a properly motivated refusal of signing in writing along with the list of shortcomings and recommended corrections.
   

3. 
   Invoices, VAT-invoices and Acts of Acceptance of Services issued by the CONTRACTOR hereunder shall have number and date, a reference to this Contract with a brief description of the rendered Services (Stage) and Services (Stage) provision period.
   

4. 
   Payment for the rendered Services shall be made by the CUSTOMER without advance payments, as earned according to authorized value but no more than limit of the Contract price in installments, in full amount as per submitted originals of acts of delivery/acceptance of the certain stage of the rendered Services signed by both Parties and issued VAT invoice to the CONTRACTOR’s bank account specified in this Contract within 60 (Sixty) calendar days but not earlier than 45 (Forty five) calendar days, from the submission of original documents by the CONTRACTOR.
   

5. 
   The CUSTOMER’s payment obligations are considered to be fulfilled from the moment the funds are debited from the CUSTOMER’s account in the amount as per the issued invoice for the CONTRACTOR’s benefit (payment date).
   

6. 
   The CONTRACTOR shall be responsible for assessment and payment of all the taxes, including VAT 18%, related penalties and fines, which are to be charged or imposed on CONTRACTOR by the government, regional and local authorities or other regulatory bodies of the Russian Federation in connection with rendering the Services under this Contract.
   

7. 
   In all the documents issued by the CONTRACTOR for payment the VAT amount shall be specified in a separate line.
   

6. 
   SAFETY OF CONFIDENTIAL INFORMATION
   

1. 
   For the purposes of this Contract the term Confidential Information shall apply to any information relating to this Contract having real or potential value because of third parties not being privy to it, not intended for public distribution and/or use of the general public, and which meets requirements of the Russian Federation Law.
   

2. 
   The Parties undertake to keep Confidential Information safe and to take all measures to protect it, including the cases of the Parties’ reorganization or dissolution. The parties agree hereby that they will not divulge, and will not allow disclosure of, Confidential Information to any third party, except of cases of unintended and/or forced disclosure of Confidential Information in view of force majeure circumstances or by force of the current Russian Federation Law, that has entered into force by ruling of a court of relevant jurisdiction or lawful demand by competent government agencies and bodies of government, provided that in the case of such disclosure:
   

3. 
   The Relevant Party to this Contract shall be responsible for actions (inaction) of its employees and other persons who have gained access to Confidential Information.
   

4. 
   For the purposes of this Contract the term Disclosure of Confidential Information shall apply to actions of one Party not sanctioned by the other Party resultant in third parties gaining access to or possibility to peruse Confidential Information. Disclosure of Confidential Information shall also mean the inaction of a relevant Party entailing failure to duly protect Confidential Information and third Parties gaining access to such information.
   

5. 
   The relevant Party shall bear responsibility for damages incurred by the other Party as a result of disclosure of Confidential Information by the Recipient or unauthorized use of the Confidential Information in violation of this article, except where disclosure of Confidential Information is provided for in this article.
   

6. 
   The transfer of Confidential Information shall be evidenced by an Act signed by authorized representatives of the Parties.
   

7. 
   Transfer of Confidential Information through open telephone and facsimile communication channels and through Internet without appropriate protection measures satisfactory to both Parties shall be prohibited.
   

8. 
   In case the information provided by the CUSTOMER or CONTRACTOR for the purposes of services provision hereunder is a commercial secret, the CUSTOMER or the CONTRACTOR shall duly advise the other party of this circumstance in advance and shall formalize the materials as required by the Rosneft Oil Company standard of CONFIDENTIAL INFORMATION SAFETY.
   

7. 
   The CONTRACTOR’s Responsibilities
   

1. 
   The CONTRACTOR shall make all reasonable efforts to provide to the CUSTOMER the Services to completion in a diligent, efficient and careful manner in full compliance with provisions of this Contract involving an adequate quantity and quality of personnel.
   

3. 
   The CONTRACTOR shall immediately notify the CUSTOMER in writing of any circumstances and/or events that may affect the execution of obligations by the Parties under this Contract and Attachments hereto.
   

3. 
   The CONTRACTOR provides Services acting as an independent consultant and operates in accordance with the standard geological, engineering and economic evaluation methods generally accepted by the petroleum industry. However, the CONTRACTOR admits that CUSTOMER being interested in the final results to be obtained will have the right to review and control, at its own expense and through its authorized representatives, the Services provided by the CONTRACTOR.
   

3. 
   The CONTRACTOR will inform the CUSTOMER on the Services progress, provide preliminary results on the rolling basis and discuss it with individuals and/or organizations authorized by CUSTOMER, also consider and incorporate all reasonable remarks received from the CUSTOMER and/or its authorized advisers.