尼日利亚石油区块勘探开发服务合同 英文.doc

尼日利亚石油区块勘探开发服务合同（合资经营）（英文）SERVICE CONTRACTbetweenNIGERIAN PETROLEUM DEVELOPMENT COMPANY LIMITED（NPDC）andCOTRACTORfor THE EXPLORATION AND DEVELOPMENT OF XXX BLOCKSIN NIGERIACONTENTSARTICLE 1DEFINITIONSARTICLE 2PAYMENT OF PRE-DEVELOPMENT COSTARTICLE 3DURATION OF THE CONTRACTARTICLE 4RIGHTS AND OBLIGATIONS OF THE PARTIESARTICLE 5POWERS AND OBLIGATIONS OF THEOPERATORARTICLE 6CONDUCT OF JOINT OPERATIONSARTICLE 7PROJECT MANAGEMENT COMMITTEEARTICLE 8FUNDING OF PETROLEUM OPERATIONSARTICLE 9EXPLORATION AND DEVELOPMENT PROGRAMME AND BUDGETSARTICLE 10RECOVERY OF PETROLEUM OPERATIONSCOSTS AND CRUDE OIL ALLOCATIONARTICLE 11VALUATION OF AVAILABLE CRUDE OILARTICLE 12PAYMENTSARTICLE 13TITLE TO EQUIPMENTARTICLE 14UTILISATION OF NATURAL ARTICLE 15TRAINING OF NPDC PERSONNELARTICLE 16SUB-CONTRACTORSARTICLE 17BOOKS, ACCOUNTS AND AUDITINGARTICLE 18TAXES, ROYALTIES, RATES AND DUESARTICLE 19INSURANCEARTICLE 20CONFIDENTIALITY AND PUBLIC ANNOUNCEMENTSARTICLE 21FORCE MAJEUREARTICLE 22LAWS AND REGULATIONSARTICLE 23ARBITRATION AND CONCILIATIONARTICLE 24REPRESENTATIONS AND WARRANTIESARTICLE 25TERMINATIONARTICLE 26NOTICESARTICLE 27GENERAL PROVISIONSARTICLE 28TRANSFER OF PROPERTY UPON TAKE OVER OF OPERATORSHIP BY NPDCARTICLE 29COMMUNITY RELATIONSANNEX ACONTRACT AREAANNEX BCONDUCT OF JOINT OPERATIONSANNEX CACCOUNTING PROCEDUREANNEX DALLOCATION PROCEDUREANNEX EUNIFORM NOMINATION, SHIP SCHEDULING AND LIFTING PROCEDUREANNEX FPROCUREMENT AND PROJECT IMPLEMENTATION PROCEDURESANNEX GFORM OF PARENT COMPANY GUARANTEESERVICE CONTRACT BETWEENNIGERIAN PETROLEUM DEVELOPMENT COMPANY LIMITEDand CONTRACTORforTHEEXPLORATION AND DEVELOPMENT OF XXX BLOCKSIN NIGERIATHIS AGREEMENT is made this the day of YEAR BETWEEN NIGERIAN PETROLEUM DEVELOPMENT COMPANY LIMITED, a company incorporated under the laws of Nigeria as a subsidiary company of the Nigerian National Petroleum Corporation (“NNPC”) having its registered Office at 62, Sapele Road Benin City (hereinafter called “NPDC” which expression shall where the context so admits, include its successors and assigns) of the one part;ANDCONTRACTOR, a company incorporated under the laws of whose registered office is at (hereinafter called “CONTRACTOR” which expression shall, where the context so admits, include its successors and assigns) of the other part.WHEREAS NPDC is the holder and is entitled to hold the Oil Mining Leases (OMLS)XX,XX; WHEREAS NPDC intends to explore and develop the oil mining leases XX,XX; WHEREAS NPDC has the right, power and authority to enter into this Service Contract; WHEREAS the CONTRACTOR represents that it has technical competence and professional skills necessary to explore and develop the oil mining leases, and has agreed to provide the funds for carrying out the exploration and development operations and further agreed to conduct the said operations jointly with NPDC with a view to transferring the requisite technology to NPDC.NOW therefore in consideration of the premises and mutual covenants herein contained, the Parties hereby agree as follows:ARTICLE 1DEFINITIONS1.1In this Contract, including the recitalsand the Annexes attached hereto unless the context otherwise requires, words and expressions used shall bear the meanings stated herein:“Accounting Procedure” means the rules and procedures set forth in Annex “C” attached hereto and forming part of this Contract;“Affiliate or Affiliated Company” means a company or other entity that controls or is controlled by a Party, or a company or other entity which controls or is controlled by a company or other entity which controls a Party; and for the purpose of this definition, control means ownership by one company or entity of at least fifty-one per cent (51%) of:the voting stock, if the other company is a company issuing stockor the controlling rights or interest if the other entity is nota company.“Available Crude Oil” means the Crude Oil jointly won and saved from the Contract Area.“Barrel” means a quantity or unit of Crude Oil, equal to forty-two (42) United States gallons at the temperature of sixty degrees (60o) Fahrenheit at normal atmospheric pressure.“Budget” means the cost estimate of items included in Work Programme.“CAPEX” means the costs referred to in Article II, paragraph 2 of Annex “C” of this Contract.“Commercial Discovery” shall mean any Discovery in the Contract Area which the Project Management Committee agrees to develop and exploit pursuant to the terms of this Service Contract.“Commercial Production” means combination of production of the first One Hundred Thousand (100,000) Barrels of Crude Oil from the Contract Area. “Contract” means this Service Contract including the Annexes attached hereto.“Contract Area” means the area covered by the XXXX BLOCKS as described in Annex “A” hereto.“Contract Duration” means the period referred to in Article 3.“Contract Year” means a period of twelve (12) consecutive calendar months from the Effective Date of this Contract or from the anniversary of the Effective Date.“CONTRACTOR” means.“Cost Oil” means the quantum of Available Crude Oil allocated to the PARTIES to enable them to generate the Proceeds to recover all non-capital costs and qualified capital costs sustained to carry out Petroleum Operations under this Service Contract, as specified in the Accounting Procedure.“Crude Oil” means mineral oil in its natural state before it has been refined or treated (excluding water or other foreign substances).“Date of Commencement of Commercial Production” means, the date on which One Hundred Thousand (100,000) Barrels of Crude Oil is first produced from the Contract Area. “Discovery” means the finding, by drilling, of an accumulation of hydrocarbon whose existence until that moment was unknown or not confirmed. “Effective Date” means the date of the execution of this Service Contract by the Parties hereto being the day and year first above written.“Exploration and Development” means Petroleum Operations undertaken in the Contract Area pursuant to the Exploration and Development Programme approved in accordance with Article 9 hereof. “Exploration and Development Costs” means the cost of exploration and developmental activities, including but not limited to: data acquisition, data processing, data interpretation, basin analysis, exploration, appraisal, drilling, testing,completing, capping, plugging and abandoning, development, water injection or gas injection wells, the construction and installation of facilities and equipment required for the production, storage transportation and delivery and evacuation of hydrocarbons as well as the installation of secondary recovery facilities.“Financial Year” means a period of twelve (12) calendar months from the 1st day of January to the 31st day of December. “First Oil” means first barrel of Crude Oil produced from Commercial Discovery for the purpose of lifting.“Fixed Assets” means immovable property and include movable property, which has been affixed, installed, constructed or attached to immovable property as part of the facilities utilized for carrying out Petroleum Operations. “Foreign Exchange” means currency other than that of Nigeria that is acceptable to both NPDC and CONTRACTOR.“Gross Negligence” means any act or failure to act by the Operator which was intended to cause or which was in reckless disregard or wanton indifference to the harmful consequences that the Operator knew or should have known such act or failure would have on safety, life or property and approved operations.“LIBOR” means the onemonth term London Inter-Bank Offer Rate for U.S. Dollars for similar amounts to the sums in question, quoted by National Westminster Bank in London at 11:00 a.m. on the first business day of the relevant period. If the National Westminster Bank is unable or fails to supply such daily quotation, that of Barclays Bank International Ltd. will be used.“Market Price” means the Official Selling Price(OSP) of the Crude Oil produced from the Contract Area in US Dollars per barrel, in accordance with the NNPCs monthly published price for the different grades of Crude Oil.“Natural Gas” means all gaseous hydrocarbons produced in association with Crude Oil or from reservoirs, which produce only gaseous hydrocarbons.“Official Selling Price” means a price set by NNPC on monthly basis after reviewing the marker crude price over a period of thirty (30) days and adding or subtracting a differential between marker crude and Nigerian crude based on market factors. “Operator” means CONTRACTOR utilizing a team constituted by personnel of the Parties to jointly explore, develop and operate the fields located within the XXXX BLOCKS under the Project Management Committee, until NPDC exercises its rights as set out in Article 6.5. Thereafter, the “Operator” shall mean NPDC utilizing a team constituted by personnel of the Parties to jointly explore, develop and operate the fields located within the XXXX BLOCKS under the Project Management Committee till the expiration of this Contract. For purpose of this Contract “Operator” when used at any particular time shall be deemed to mean the relevant Party at the relevant time carrying out the duties of the Operator.“Parent Company Guarantee” means the guarantee executed under seal by China Petrochemical Corporation (the Guarantor) being the parent company of the CONTRACTOR whereby the Guarantor absolutely, irrevocably and unconditionally agrees and undertakes to guarantee to Nigerian Petroleum Development Company (NPDC) any and all of the obligations of the CONTRACTOR pursuant to the terms of this Contract including without limitation the obligation to provide funds and such guarantee shall be made and submitted to NPDC in phases as per the agreement reached by CONTRACTOR and NPDC for the provision of required funds agreed from time to time for the Petroleum Operations. Each guarantee to be submitted shall specify the guaranteed amount and shall be in accordance with the Form of Parent Company Guarantee attached to this Service Contract as Annex G.“Party” means NPDC or CONTRACTOR. “Parties” means both NPDC and CONTRACTOR.“Petroleum Operations” means all exploration, appraisal, development, production, operations, abandonment/ decommissioning, transportation and crude terminating activities for or with respect to the Contract Area.“Petroleum Operations Costs” means expenditures made and obligation incurred by PARTIES in carrying out Petroleum Operations as determined in accordance with this Contract and the Accounting Procedure.“Petroleum Profit Tax” “PPT” means the tax obligations arising from the Petroleum Operations under this Contract pursuant to the “Petroleum Profit Tax” Act 1959 Cap 354 laws of the Federation of Nigeria 1990, as amended (PPT Act).“Proceeds” means the amount in U.S. Dollars determined by multiplying the Official Selling Price (OSP) by the number of Barrels of Available Crude Oil.“Production Costs” means all costs incurred in carrying out Production Operations.“Production Operations” means all operations carried out subsequent to Development in order to produce, treat, store, convey and deliver Crude Oil from wells, platforms and facilities to a refinery, terminal or other utilisation or marketing point.“Profit Oil” means the balance of Available Crude Oil after the allocation of Royalty Oil, Cost Oil and Tax Oil.“Project Management Committee” means the Committee established by NPDC and CONTRACTOR to carry out the functions set out in Article 7 of this Contract.“Quarter” means the time interval from: January 1st to March 31st inclusive, April 1st to June 30th inclusive, 1st July to 30th September inclusive, October 1st to December 31st inclusive.“Royalty” means the amount payable pursuant to the Petroleum Act 1969 and Petroleum (Drilling and Production) Regulations 1969 Cap 350 laws of the Federation of Nigeria 1990, as amended.“Royalty Oil” means the quantum of Available Crude Oil allocated to NPDC which will generate an amount of Proceeds equal to the actual payment of Royalty.“Tax Oil” means the quantum of Available Crude Oil allocated to NPDC which will generate an amount of Proceeds equal to the actual payment of PPT.“U.S. Dollars” means the currency of the United States of America.“Wilful Misconduct” means in relation to the Operator, an intentional, conscious, reckless, and wanton disregard of:any material provision of this Contract; orany substantial part of the Work Programme as contained in Article 9.“Work Programme” means for the applicable period a statement itemizing the Petroleum Operations to be carried out in the Contract Area.“Working Capital” means the funds required to conduct Petroleum Operations. “Year” means a period of twelve (12) consecutive months according to the Gregorian calendar.ARTICLE 2PAYMENT OF PRE-DEVELOPMENT COST 2.1 NPDC acknowledges CONTRACTORs obligation to paya pre-development cost of Twenty Million One Hundred Thousand (20,100,000) U.S. Dollars to NPDC, in phases,as follows: 2.1.1Phase 1: A sum of Six Million Five Hundred Thousand US Dollars ($6,500,000) shall be paid into an account designated by NPDC within Forty-Five (45) days of the Effective Date of this Contract. 2.1.2Phase 2: A sum ofEight Million One Hundred Thousand US Dollars ($8,100,000) shall be paid into an account designated by NPDC at the end ofthree (3) years of Exploration.2.1.3Phase 3: A sum of Five Million Five Hundred Thousand US Dollars ($5,500,000) shall be paid into an account designated by NPDC at the end of five (5) years of this Contract when the project enters into production or upon achieving First Oil, whichever is earlier.2.2The payment made by SIPEC to NPDC as stipulated in Article 2.1 shall not be recoverable as Cost Oil. 2.3If SIPECs Internal Rate of Return falls below 13%, SIPEC shall promptly consult with NPDC, making available all economic assumptions utilized, with a view to withdrawing from this Contract. 2.4 In the event that Parties disagree in relation to Article 2.3 hereinabove, SIPEC shall be entitled to submit its proposal to withdraw to the Project Management Committee. Approval of the Project Management Committee shall not be unreasonably withheld. ARTICLE 3DURATION OF THE CONTRACT 3.1 This Contract shall remain in full force and effect over the Contract Area for twenty (20) years, or until full recovery of the existing reserves of Eighteen Million Five Hundred Thousand (18,500,000) Barrels in Kanuskiri/Korugbagba Field, as provided by NPDC, and other reserves which will be jointly discovered by the Parties within eight (8) years of this Contract, whichever is earlier. Thereafter, this Contract shall expire and immediately be succeeded by new terms and conditions agreed upon by the Parties for the remaining producible reserves.3.2 Subject to mutual agreement of the Parties this Contract can be terminated any time whenever it appears evident that the exploration and development activities in OML 64 and/or OML 66 referred to in Article 3.1 hereinabove cannot be economically attained.ARTICLE4RIGHTS AND OBLIGATIONS OF THE PARTIES4.1In accordance with this Contract, CONTRACTOR shall:a)subject to Article 8, provide all funds, required for Petroleum Operations and all incidental costs relating thereto; b)deliver to NPDC, within one hundred and twenty (120) days from the Effective Date, Parent Company Guarantee from China Petrochemical Corporation covering the total amount of the minimum disbursement required to meet CONTRACTORs minimum obligation for the Petroleum Operations and additional funds which CONTRACT may be obliged to provide in accordance with Article 8.2 below. c)CONTRACTOR shall carry out an agreed annual training programme in accordance with Article 15 hereof.d)In addition to the foregoing, CONTRACTOR shall also provide for training facilities for NPDC/NNPC staff with an annual sum of Two Hundred and Fifty Thousand (250,000) US Dollars for a period of five (5) years from the Effective Date, which amount shall be paid in January of each year into an account that shall be nominated by NPDC and this amount shall be recoverable by the CONTRACTOR.It is however understood that the first year payment shall be made not later than forty-five (45) days after the execution of the Service Contract;e)be subject to all Nigerian laws, orders and regulations applicable to Petroleum Operations; f)respect all the rights concerning industrial property and indemnify and hold NPDC harmless from and against all claims, loss, damage or action arising out of or resulting from, violation of such rights.g)not transfer or assign any rights acquired and obligations undertaken by CONTRACTOR under this Contract without prior written approval of NPDC, which approval shall not be unreasonably withheld;h)indemnify and hold harmless NPDC, its affiliates, servants, agents and representatives from and against all losses, fees (including legal fees and expenses) of whatsoever kind and nature which NPDC may suffer or be compelled to pay to employees, representatives or agents of CONTRACTORs sub-contractors as a consequence of any final decision given by a Nigerian court except that where actions or failure to act on the part of NPDC or its employees, agents or representatives contributed to the losses, in which case such costs as are attributable to the action or failure on the part of NPDC shall be recove