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Contract
for the liberation of territories, the restoration
infrastructure, oil and gas production
between the Government of the RAA and the General
Petroleum Corporation and Euro company
Policy.
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Between:
- Syrian Arab Republic;
- The Syrian Oil Company and the Syrian Gas Company (General Petroleum
Corporation).
- The company Euro Polis (Euro Polis), a company registered under the law of the Russian Federation,
registered in the Unified State Register of Legal Entities under the number
1165024055613 July 13, 2016, represented by the General Director Mr. _____________________,
having a foreign passport issued by the Russian Federation under No. ____________, from
"_____" ____________ _____ year, registered at:
__________________________.
This contract was signed "____" ____________ ______ year between the Syrian Arab
Republic (hereinafter - the Government) and between the General Petroleum Corporation, the legal
by a person created under legislative decree No. ____ from "____" ___________ _____ year (hereinafter -
Corporation) represented by General Director Ali Abbas, which includes the Syrian
The Oil Company, a legal entity created under Legislative Decree No. 9 of 1974
year and the Syrian Gas Company, a legal entity created under the legislative
Decree No. 50 of "___" __________ ____ years (each of which is hereinafter referred to as the Company) and
the company Euro Polis, established under the law of the Russian Federation (hereinafter - the Contractor)
This contract determines the following:
According to the first provision of Law No. 7 of 1953, the state owns all natural
resources located in the territory of the RAA, both above the ground and underground, as well as in the
territorial waters of the ATS.
Since the Syrian Oil Company in accordance with Legislative Decree No. 9 of 1974
have the right to conduct all types of work aimed at exploration of oil reserves in the country, including
including geological exploration, development and production.
As the Syrian Gas Company under Decree No. 50 of 2003 has the right
carry out all kinds of work aimed at the development, transportation and sale of natural gas.
Taking into account that the Contractor wishes to undertake the duty to release
territory of oil and gas fields, as well as other territories within the Syrian Arab
The Republics defined in Appendices A and B of this Contract, and then develop
deposits of oil and / or gas, carry out the extraction of minerals, their processing,
transportation, storage and sale together with the Company,
For these purposes, the Contractor assumes all obligations and has all the rights specified in
This contract, being a contractor of the Company in accordance with the terms of this Contract.
Since the RAA accepted this proposal and appointed the Minister of Oil and Natural Resources
resources for the conclusion of the Contract with the Corporation / Company and the Contractor for the implementation
specified in the present Contract of activity.
The parties agreed on the following:
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Regulation 1 - The objectives of the contract
1.1.
In pursuance of the intentions of the parties to release, ensure security,
reconstruction of infrastructure, extraction of minerals, their processing,
transportation, storage and sale, in territories under the control of the armed
formation in the RAA, the RAA, the Company and the Contractor agreed to work together on
liberation, reconstruction of infrastructure, extraction, processing, transportation,
storage and sale of natural resources, in accordance with the provisions of this contract.
1.2.
The Contractor undertakes to release and provide to the Government and the Company
Security, including the following duties:
1.2.1. Release the territories defined and described in Appendix A and indicated in the schemes in
Annex B, and ensure their safety;
1.3. The Company and the Government undertake to the Contractor:
1.3.1. To reconstruct, repair (directly, through the Joint Venture or
Subcontractor) gas and oil fields, pipelines, oil and gas storages,
as well as gas processing plants, to restore the extraction of natural resources
Ensure the import of necessary equipment and materials for reconstruction by efforts
The Joint Company, which is engaged in the extraction of oil and / or gas, their transportation,
processing, storage and sale, as well as management of gas plants.
1.3.2. Transfer to the Contractor for free use Infrastructure of deposits for the whole
the term of this Contract.
1.3.3. Ensure the launch of the operation of the Deposits (extraction of Natural Resources on a permanent basis
basis) and Plants to ensure the regular supply of Natural Resources to
Syria and / or Syrian ports.
Regulation 2 - Definitions
The following definitions are used in this Contract, except when
another directly follows from the provisions of the Contract:
2.1. "Natural Resources": oil, natural gas, gas condensate, and related
natural resources or minerals.
2.2. "Operations": extraction, processing, transportation, storage and sale of natural
resources.
2.3. "Zavod": gas processing plant (the plant where the gas is dried, its
processing for constituent elements, including methane, butane, propane, gas condensate,
liquefied fuel gas, etc.) and / or oil refinery.
2.4. "Repository": a repository of natural resources.
2.5. "Infrastructure", "infrastructure facilities": any objects, buildings, structures, structures,
in one way or another involved in operations with natural resources, as well as including, but not
limited to: pipelines, factories, storage facilities, pumping stations, office buildings, etc.
2.6. "Settlement System" means the procedures and necessary calculations specified in Annex B,
which is an integral part of this contract.
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2.7. "Subsidiary companies": affiliated companies, parent companies, sister companies
companies (companies with one parent company) either side of this
contract.
Explanation of the following definitions:
2.7.1. Affiliated company: A company that is more or less governed by one of the
parties to this Contract.
2.7.2. Parent company: A company that more or less manages a party
of this Contract.
2.7.3. Sister company: this is a company that is more dominated by the parent company
company of any party to this Contract.
2.7.4. "A company that manages more": a company that owns shares
directly or through other companies, giving it the right to control decisions
managed company.
2.7.5. In addition, the term "subsidiary" means: an affiliated person, a parent
company or sister company of any company that may be a party to the
service contracts.
2.8. "Area": ​​deposits, collection points and infrastructure facilities for which
The Contractor shall perform its duties under this contract in accordance with
Annex A and the maps specified in Appendix B.
2.9. "Barrel": consists of 42 gallons, in accordance with the measurement system adopted in the US (that
approximately equal to 158.984 liters) in a liquid form with a temperature of 60 degrees Fahrenheit (15
degrees Celsius) under normal atmospheric pressure.
2.10. "Calendar month": the month according to the Gregorian calendar.
2.11. "Calendar Quarter": three consecutive months, which begin on January 1 or 1
April 1 or July 1 or October 1 and consistently end on March 31 or June 30 or
30 September or 31 December.
2.12. "Calendar year": 12 calendar months according to the Gregorian calendar, which
begins on January 1 and ends on December 31. Both dates defining the year denote
a period of consecutive 12 calendar months.
2.13. "Start of work under the contract": the first day of the first calendar month that follows
the day that the Contractor or the Joint Venture sent written
notification under the provision of ________________.
2.14. "Contract": means the given contract, its applications and all entered into it or in them
changes.
2.15. "Year of cost recovery": 12 consecutive calendar months beginning in the first
day of the first calendar month that follows the start date of the work.
2.16. "Agreement on the sale of crude oil": means the agreement specified in Annex D,
which is an integral part of this contract.
2.17. "Expenses for current activities": all direct and indirect costs, as they are indicated
further, including those paid for and which are payable in the future by the Contractor for
The Contract from the moment of the commencement of work under the Contract and until the last day of the Contract's operation,
excluding the costs of the liberation of territories and the costs of ensuring their safety,
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expenses for special needs and compensated expenses for natural gas according to
provisions ______________.
Expenses for current activities include:
2.17.1. Expenses for employees: expenses for payments to employees directly exercising
activities to extract natural resources and repair equipment (both Syrian and
foreign workers who have a contract) including their salaries, bonuses, expenses
on travel to a place of realization of labor activity and back and other expenses.
2.17.2. Total costs of the Contractor as defined in Appendix D to this
contract.
2.17.3. Costs for the maintenance of ground infrastructure.
2.17.4. Costs for maintenance and maintenance of ground infrastructure facilities.
2.17.5. Expenses for materials (fuel, chemicals and oils, etc.)
2.17.6. Food.
2.17.7. Other services for which contracts were signed with subcontractors to ensure
work of the ground infrastructure, its technical support, excluding the costs of special
needs, which are determined further, and expenses for ____________________.
Carrying out Charges for current activities is the right, and not the obligation of the Contractor. Neither
one provision of this Contract shall not be interpreted in such a way that the contractor is obliged
bear these costs.
2.18. "Customs fees": all fees, expenses, costs, taxes that are levied on imports and
export and which must be paid as a result of the import or export of any
products or materials (excluding taxes paid to the government for
provided services).
2.19. "Day": a time interval starting at 00:00 (zero) and ending at 24:00 (twenty
four), according to local time.
2.20. "Effective Date": the effective date of the legislative act, which is legalized
this Contract, after its signing by the Government, the Company and the Contractor and after
its publication in the official publication of the RAA.
2.21. "Export gas": gas, which is exported after leaving the factory.
2.22. "Approximate final costs of exemption": approximate costs,
submitted by the Company's Contractor ____________________ (at some point),
the minimum of which is ___________ million (_____________ US dollars).
2.23. "Natural gas", "gas": natural gas, both concomitant and non-concomitant, and all
Other components of it that are not in a liquid state when extracted from
wells or in the place of its separation from oil at a gas processing plant and
produced from any well, as well as all other substances, except liquid hydrocarbons,
located in it.
2.24. "Reimbursement of costs": any costs incurred by the Contractor for the liberation of the territory,
ensuring their safety, extinguishing fires, restoring infrastructure.
2.25. "Parties": Government, Company, Contractor, and the term party means one
party, including their successors.
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2.26. "Plant products": gases and liquids obtained by processing natural gas, including
number: methane, ethane, propane, butane and natural gasoline (what is it? - maybe this
pure natural gas - methane ????) , as well as condensates and their mixtures, which are produced from
natural gas through the process of separation (separation) of the liquid or through a process
mechanical (chemical) gas separation. These substances are transferred to the Company or
third party, since they are considered liquids and gases produced from natural
gas, which include liquefied fuel gas (liquid gas for domestic use).
use), stable or unstable gas condensate.
2.27. "Costs before the signing of the contract": all incurred or mandatory costs associated with
operations for the release and security of any agreed territories
oil and gas fields and which were completed (committed) by the contractor before
signing of the Contract and were agreed in accordance with clause 2.25 ( what is this item ????
Check the numbering !!!) . These costs should be reimbursed, as they relate to
to costs subject to reimbursement in accordance with the provision of __________ this
The contract. Expenses incurred before the signing of the contract are considered to be Capital
costs, in accordance with the provisions of this Contract. Banking fee (that
this ?????) is charged for all expenses incurred before the signing of the Contract from the date,
when these costs were incurred, even if this date preceded the expiration date,
specified in this contract.
2.28. "Works performed before the signing of the Contract": works performed by the Contractor or
The documents to be executed by him, according to the Memorandum signed by the parties
____.____._____. or under any other arrangement between the parties that
proceed from the said memorandum or any other agreement of the parties that
proceed from the memorandum and agreed upon by the parties before signing this Contract.
These works include the release of a group of deposits
Hayan ______________________________________________________________________________
_______________________________________________________ (FILL
BEFORE
SIGNATURES OF THE CONTACT) and the relevant gas processing plant,
security, extinguishing fires, restoration of the infrastructure of deposits
and the plant, as well as design and engineering work, including the initial ones. The
works are listed for example, and should not lead to restrictive interpretation
of this paragraph.
2.29. "Contractor": the company Euro Polis, who signed the contract.
2.30. "Foreign Contractor": any foreign contractor who is not a Syrian
a legal entity located on an oil or gas field or a gas-oil-
processing plant, under a contract that was approved by the law on the extraction and
development of oil fields or the construction of a gas processing plant and
management of it.
2.31. "Expenses for special needs": incurred costs after commencement of work relating to
to the following:
Who are they and why are we deducting it ???
2.31.1. operations to restore wells, for example the use of production columns.
2.31.2. operations to restore infrastructure.
2.31.3. any amounts or taxes paid to another Syrian transportation company
crude oil (and / or gas) or another Syrian company operating in Syria on
deposits or a factory.
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Any sums or taxes paid for the use of land, the chamber for easements, use
infrastructure, removal of liquid and solid waste, as well as payment of water and electricity.
2.32. "Liberation plans and budgets": an established plan and plans for spending on processes
liberation of territories and security provided by the Government,
The Contractor and the Company, in accordance with the provisions of this Contract.
2.33. "Finished fuel": the volume of daily production of fuel measured at the measuring point
after the exclusion of royalties, in accordance with the provision 7 of this Contract. Finished fuel
can be as well as finished crude oil or ready-made gas, depending on the
resource deposits.
Finished products: volumes of daily purified gas, products of its processing and purification;
The volumes of refined oil and gas condensate extracted from the fields and transferred
through the systems of oil and gas pipelines, recorded and fixed on commercial nodes
accounting for the delivered (pumped) product ....
Royalties - EXCLUDE !!!! We do not pay anything from taxes to the Syrian government.
What is Regulation 7 ???????? Check the numbering ....
2.34. "Average daily production": the volume of fuel measured in barrels per
every day and calculated at the end of each calendar year by dividing the total
volume of fuel produced and stored at the measuring point during the previous
calendar year by the number of days of the past year or by the number of days that
follows the date of the first commercial production and which includes all
the gap until the end of the year, based on the circumstances. The order of calculation is determined
clause 7 of this contract.
2.35. "BOPD": the number of barrels of oil per day.
2.36. "BPD": one barrel per day, as well as barrels of oil per day, as well as gas processed in
Barrels equal to oil (barrel is equal to oil), according to the provision ________
It is not clear what is BPD ????? We will not transfer gas to barrels. Gas is sold in m 3 . Transfer
no gas is needed in the barrel.
It is better to remove this item altogether or achieve the exact wording! In this form - it is not needed.
2.37. "Budget": A certain budget for the implementation of the Plan for the Liberation and
prepared by the Contractor, in accordance with regulation _____ or by the Joint Company pursuant to
position ______.
2.38. "The cube. m ": the volume of gas that is equal to one cubic meter in its dry state at
temperature 15 degrees Celsius and at a pressure of 1, 01325 bar.
2.39. "Liberation of the oil field" (oil field) : the liberation of the field from
illegal armed groups, which the government considers terrorists and
pushing them to a distance of at least _____ km. Thus, for the field to be in
security against their shelling, missiles and shells;
2.40. "Fuel / Gas Reimbursement": all costs and expenses relating to exemption
oil field (oil and gas fields) , ensuring its safety, restoration
production (production) of oil, gas and related products, and processing of extracted
raw materials at the oil and gas refineries of the factories, and all other
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related transactions, which are subject to reimbursement, in accordance with clauses
________.
My revision of paragraph 2.37. Fuel: gas, reimbursement of expenses: all costs and expenses relating to
liberation of gas and gas condensate fields, ensuring their safety,
recovery of gas production and related products;
transportation of gas to the place of its processing, processing of gas, and all other
these transactions, which are subject to reimbursement, in accordance with clauses ________.
2.41. "Fuel": any hydrocarbon that is produced in the Area and which is in liquid
condition at the top of the well, or at the gas separation site, or a hydrocarbon recovered from
gas or from the total gas from the packaging pipes. This definition also includes all
condensates and distillates.
"Petroleum Fuel": any hydrocarbon that is produced in the field and is located in the
liquid state when it is extracted to the surface of the earth or a hydrocarbon obtained in
process of processing and cleaning at the gas processing plant of natural gas,
delivered through a gas pipeline from a gas field. This definition also includes
all condensates and distillates.
2.42 "Liberation Date": the date on which the Minister in writing confirms the coordinates
release in response to the Contractor's notice of the release and
security, which he sends under the provision of ___________
of this Contract or the date determined in accordance with clause ________________________
To issue style.
2.43. "Date of production after release": the date following the seven days from the commencement date
production of fuel / gas daily on an ongoing basis for commercial purposes with
use of permanent infrastructure facilities in the field.
To issue style. Not fully understood the meaning.
2.44. "Date of commencement of work at each field": date of commencement of production at each field
deposit or plant.
the date of commencement of work to ensure the extraction of resources at each field and the start of processing
at an oil and gas refinery.
Does this mean ??
2.45. "Test period": the period from the commencement (work) of production at the field or
plant on a permanent basis until the expiration of seven days. What is seven days ??????
2.46. "Point of delivery": the point at which the shares of the parties in the extracted fuel are divided.
This item is also a node of commercial accounting.
Point of delivery: the point at which the raw materials are recorded. Or the point at which
the products produced by processing the supplied
raw materials. Clarify the meaning of the item and change.
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2.47. "Development": all operations and actions according to the plan of liberation and the established budget
in accordance with this Contract, including the following:
2.47.1. Drilling of wells or their backfilling or reinvestment in them, the establishment of shut-in
valves, as well as inclined drilling, continued drilling and preparation for production
wells that are located in the Area of ​​work. In addition, the change in position
any well.
2.47.2. design, installation, assembly, start-up, maintenance, equipment repair
oil and gas pipelines, roads and other infrastructure, as well as plumbing, electrical networks
and other objects (including office premises, facilities designed for
storage and port) as well as objects necessary to ensure production from the data
wells, receiving fuel, exporting it to the domestic market, and
injection, re-injection and other works, the costs of which are subject to
reimbursement.
2.47.3. The use of the term "Development" in this Contract includes the process
production as it is defined in this provision, as follows from its meaning. Verb
"To develop" means to take action for development.
The above operations and actions are for illustration only and should not lead to
restrictive interpretation of this paragraph.
2.48. "Exemption and security": all actions that allow anew
Under the control of the Government, the oil fields, and then provide them with
security so that they are not subject to shelling or are not controlled
terrorist organization or any other non-governmental organization under
The exemption plan provided by the Contractor to other parties.
2.49. "Production": all types of operations for the production of fuel (oil products and gas) and
well development management, oil and gas production, as well as related products
fuel, storage, processing, primary preparation, transportation transportation,
measurement, transmission, injection and re-injection, loading and any other kind
the costs of which are subject to reimbursement as the Core Costs, and
transportation, storage and any other necessary or auxiliary
implementation of these operations.
The verb "to produce" means to perform production operations.
2.50. "Qualified sale": sale of raw materials and finished products of fuel on a free
market by the Company and the Contractor to other companies that are not affiliated with them
in accordance with this Contract, as described in more detail in regulation 7.6.1 of this
The contract.
What's with point 7.6.1? did not find such an item.
2.51. "Royalties": the specified percentage of the Government, which is equal to 12.5% ​​and is fully described in
position ___ for oil and position ___ for the gas of this Contract.
2.52. "Syrian Arab Republic": Syrian Arab Republic.
2.53. "Syria": according to international law the term "Syria" means the territory of the SAR, including
including internal waters, territorial sea and bowels of these territories, as well as air
the space above this territory over which Syria has sovereignty, as well as other
water areas in which Syria has sovereignty for the purposes of exploration and
conservation of natural resources.
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2.54 "Tax Year": a period of 12 months according to the Gregorian calendar, which
Begins from 1 January from end on 31 December including both dates. You must provide
report or data on the tax year in accordance with the laws and
taxation sphere, as well as other current laws in the ATS in the field of taxation
on income and profits.
2.55. "Fiscal year": fiscal year, which starts from January 1 and ends with 31
December, including both dates. inclusive both dates
2.56. "Gas": natural gas, as a concomitant gas and not accompanying it, and others
components that are extracted from any well in the Area (in the field) , and
all substances that are not hydrocarbons and are contained in this gas. This definition
includes also residual gases after treatment.
2.57. "Gas reserves": the amount of gas, according to certain data, which are considered to be the most
probable assumption of gas reserves that can be extracted without exceeding
economic costs.
2.58. "Gas Sales Contract": a document including the Company, the Contractor being
sellers of gas, a buyer of gas, the obligation of the parties in terms of sale and purchase
produced, processed and supplied gas, as well as the products of its processing, according to
the present Contract.
2.59. "Node of commercial accounting": means a place or place, at a production, production or
next to him, on which the contract between the Company and the Contractor is executed.
This item contains equipment and infrastructure suitable for all types of
measurement of volume, tonnage and other measurements, as well as temperature, pressure
and other regulation, determining the level of water and impurities and other
compliance with the terms of this Measurement Contract for determining the
for the sale of the volume of raw materials and finished products (excluding any lost or
used in the volumes, as well as volumes burned at the top of the well and
newly injected into the well) and which are mined, processed and stored in
areas of operation of the accounting center . The unit of commercial accounting is also the point of delivery
supplied raw materials and the point of delivery of finished products .
2.60. "Minister": Minister of Oil and Natural Resources of the Syrian Arab Republic.
2.61. "Risks in Release and Security": the risks presented by the Contractor,
company and the Minister, after the Contractor has deemed that the territory is returned under
The government's control is completely, protected and can not be captured or fired upon
illegal armed units (as detailed in regulations 4 and
8 of this Contract).
2.62. "Joint company": the company is organized according to the basic charter specified in the
Appendix № ___ of the present Contract and which will have the right to develop oil
Fields, the features of which are indicated in the 6th position of this Contract.
2.63 "MCF": one thousand cubic feet in a standard measurement system ("SCF"). One
The standard cubic foot is the required amount of gas to fill the volume of one
cubic foot at atmospheric pressure of 16.65 pounds per square inch ("PSI") at
subsoil temperature 60 degrees Fahrenheit.
We will measure all gas measurements in cubic meters. In the feet of no measurements
will not be held. If possible, this item should be deleted.
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2.64. "Liquefied fuel gas": a mixture of propane and butane, since it is determined according to
standards.
2.65. "Company": Syrian oil company or Syrian gas company based on
context of the provisions of this Contract.
These definitions, terms, concepts specified in this provision or as they are disclosed in
any other provision of this Contract shall be used in the interpretation of this
Contract and its annexes.
Any of the above definitions is interpreted in accordance with this provision, outside
depending on its writing in the Contract with an uppercase or lowercase letter.
Regulation 3 - Appendices to the contract
3.1. Appendix A - includes description of groups of deposits (oil and gas fields),
which are the subject of this Contract, which are exempted and security
which is provided, on which infrastructure and production are restored.
3.2. Appendix B - includes a map of deposits and all plants.
3.3. Appendix B - includes a settlement system.
3.4. Appendix D - includes arrangements for the sale of crude oil and / or gas.
3.5. Appendix D - includes the main charter of the Joint Venture.
3.6. Appendix E - includes principles for the procurement of the Joint Venture.
3.7. Annex ___ - includes a draft security contract.
3.8. Annex ___ - includes ____
The above annexes to this contract are an integral part of this
Contract and have the same legal force as the provisions of this Contract. When
There are contradictions between the provisions of this contract and the annexes, the text of the provisions
The contract is prevalent.
Provision 4 - Grant of rights and term
4.1. The Government and the Corporation grant the Contractor the exclusive right to exemption
and ensuring the safety of oil deposits, in accordance with Annexes A and B, and then
the right of the Joint Venture to restore infrastructure, develop fields and
the beginning of oil production, as well as the development of gas fields, as well as the factories of Khayan and
Al Shair and their deposits in accordance with the provisions, obligations and conditions of this
The contract.
4.2. This contract is considered complete if no notification has been sent
relief, ensuring the safety of the oil fields specified in Annex A to
end _________ days from the expiration of this contract.
4.3. The Contractor undertakes to release, ensure the safety of each oil field or group
oilfields determining the required level of field protection, as well as the degree of protection,
which would allow the resumption of production, based on the submissions of the Contractor,
that the security of the field is fully secured and thus illegal armed
formations can not shell the oil field, re-occupy it or cause harm
production. Also taken into account gas and oil pipelines and other facilities
The infrastructure needed to resume production at the field.
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4.4. The Contractor shall notify the Corporation of the completion of the release process and
completion of the field clearing operation after, on the proposal of the Contractor,
The field is completely safe and there is an opportunity for its development and safe operation.
4.5. After obtaining the approval of the Minister regarding the exact coordinates of the Area ready for
renewal of production, this District automatically becomes a District,
provided for the operation of the Joint Venture without any additional
approvals, licenses, etc. Then the Joint Company
(determined by the provision ____ of this Contract) commences operations for extinguishing, repair,
the resumption of production immediately on behalf of the Corporation and the Contractor.
In this case, if the Minister does not provide a reasoned refusal to agree on exact
coordinates of the liberated region within _____ calendar days from the receipt
notice from the Contractor, the area vacated by the Contractor shall be deemed transferred
Joint Venture in accordance with the description specified in Appendices A and B.
4.6. After providing the technical report, the Company, the Contractor, the Joint Venture
A meeting is held to study the data to initiate the recovery process and
production in accordance with the international technical regulations for the production of oil and
the present Contract.
A report on the primary costs of restoration is attached to the recovery report. Company
undertakes to finance a joint venture and ensure that the necessary
materials (pipes, excavators, etc.) to resume production at the field.
The contractor has the right, but is not required, to participate in the financing of the
recovery.
4.7. The operating period is 5 years from the date of commencement of work in the operational Area
any field) or a two-time period that was required to recover costs
Contractor, whichever comes first.
Duration of operation can be extended by unilateral declaration of will
Contractor, for a period of 2 years, by sending written notice to the Contractor
The Company no later than 6 months before the end of its useful life. All provisions
The present Contract shall be in force for the period to be extended
operation.
4.8. Within a week after receiving the notice specified in regulation 4.4. Joint
The company receives in use an exempted protected deposit for compiling
report on the restoration of the field and the infrastructure of the well for commercial
production, taking into account all factors relating to the oil field, gas and oil
oil pipelines, etc. This clause also applies if the notification specified in clause 4.4
or a reasoned refusal to grant approval will not be sent to the Contractor in
within ____ calendar days from the date of receipt by the Corporation of a notice of
release.
Regulation 5 - Provision of Company rights, Contractor and time
5.1. "Company Rights"
5.1.1. The company retains the right to use the area for purposes not mentioned in this
The contract, provided that such use will not impede the execution
of the present Contract. The Company also retains all rights to oil, natural gas and all
by-products, as well as the products of the gas plant in the Area.
At that time, the Contractor has the pre-emptive right to participate in the Company's projects,
implemented in the liberated territories. The company is obliged to offer first of all
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Contractor joint implementation of the project, and only in the event of the Contractor's refusal or
non-response from him within 30 calendar days of the time the request was sent,
to proceed to the implementation of such projects independently or with the involvement of third parties.
5.1.2. To fulfill the duties of the Company specified in this Contract, a representative
or representatives of the Company who have written permission from the Company have the right
inspect any rescue or security operations, and
also any records relating to these operations from the Contractor. The company in advance
agrees the schedule of the above checks with the Contractor.
The checks referred to in this paragraph shall, as a general rule, be carried out without departure
representatives of the Company are not the place of conducting operations for release. In cases of availability
need for an on-site inspection, the Company must send a notice
about this Contractor with the appropriate motivation. In cases where there is no threat to life and
health of the Company's representatives, the contractor agrees to conduct an on-site inspection and
Notify the Company of the place where the Company's representatives and time should appear,
when they must arrive to carry out the verification.
5.2. "Contribution of the Company"
5.2.1. The company provides the availability of land plots, infrastructure facilities, water supply,
electricity, facilities and easements that are required by the Contractor and / or the Joint
companies in the amount necessary to fulfill the terms of this Contract and
provides them for free use of the Contractor and / or the Joint Venture.
Payment for the purchase or lease of land plots, buildings, structures, structures, which
belong to third parties, payment for servitudes is made by the Company.
Payment for the cost of connection to utility networks (water, sewage,
electric, etc.), as well as payment for supplied water, electricity and other resources
is carried out either by the Company or by the Joint Venture using
financing provided by the Company, or offset by the Company's profits from
activities of the Joint Venture.
The contractor has the right, but is not obliged to bear the costs specified in this clause. When,
if the costs have been paid by the Contractor, they are considered Expenses for special needs.
5.2.2. The company provides recovery, repair, construction of infrastructure facilities,
necessary for conducting operations with natural resources. The contractor has the right, but
It is not obliged to bear expenses on restoration of objects of an infrastructure.
5.2.3. The Company provides assistance to the Contractor in all matters relating to the provision and extension
All entry visas, permits for residence or work required by the Contractor's personnel
or subcontractors and their families, as well as all licenses, registration activities for
opening and operation of a branch in the RAA, as well as the necessary permits for
opening local bank accounts and permits for currency transactions from the office of foreign exchange
operations or any other authorized body or institution in the RAA in order to
The Contractor was able to conduct currency exchange operations necessary to pay customs
duties for the import or export of necessary equipment and supplies for execution
This Contract, including the luggage of foreign workers, their cars and other personal
things.
5.2.4. In order to assist the Contractor in the implementation of the work plan and budget compliance
The Company provides the Contractor with access to all technical data relating to the Regions,
of the contracts included in the Contract, and also provides him with copies of the said
data. For example, maps, geological sections, well measurements, reports, results
research of cylindrical samples, and all seismic data, both printed data, both
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and data from electronic media, video materials, films, side cuts, major maps
geological works, data on pressure, volume, temperature and other data on liquids
located within the boundaries of the site under development, as well as the scheme of underground infrastructure
and location of equipment of all Company facilities or other owners who may
be used in the production of natural gas or oil or for the operation of plants.
5.2.5. The company provides the necessary support in all ways available to it, including
reduction of time and economic costs for connecting wells and / or
necessary infrastructure facilities for oil and gas production in accordance with this
The contract with wells and / or infrastructure facilities belonging to this
the moment of the Company or to third parties. The company agrees to use the data
infrastructure needs according to needs to support relief operations and
protection of deposits.
5.2.6. In the case of deposits on the liberated territory, natural resources from
which can not be extracted at full capacity, in view of the lack of free
production capacities in factories, the Company undertakes to ensure the redistribution of
processing capacities of the plants in favor of processing natural resources
exempted by the Contractor territories, so that the factories in the first place
processed the entire amount of resources extracted by the Joint Company.
5.2.7. The Company provides all the necessary technical expertise of the Joint Venture and
gives them fully to the disposal of the Joint Venture, in the amount necessary for the
The restoration of the infrastructure and operation of the fields and / or plants at full capacity.
5.3. "Rights of the Contractor"
5.3.1. By this contract, the Government and the Company grants the Contractor the right to
Execution of operations for the release and security on behalf of the Government
in accordance with this Contract. The Contractor is required to adhere to this Contract at
throughout the time of operations for the liberation of territories and
security, and the Contractor is obliged to respect the rights of the Government and its
interests and adhere to the laws, rules and regulations of the RAA, unless otherwise follows from the conditions
of the present Contract.
5.3.2. The Company entitles the Contractor, according to this Contract, to enter the Area for
release and security. The contractor is required to register a branch in the CAP
for the implementation of this contract.
5.3.3. The contractor has the right to open currency accounts abroad, and the storage of cash
funds on these accounts. In addition, the Contractor is entitled to give to the Joint Venture
instructions on the transfer of funds intended to cover any expenses
Contractor or for payment to the Contractor of profit from joint activities, to foreign
Contractor's or third party's account, in particular if the Contractor has an obligation
(contractual, corporate, etc.) before such third parties.
5.3.4. The Contractor has the right:
5.3.4.1. receive reimbursement of expenses according to the reports provided to them, which were
agreed by the Government, in order for the maximum amount in the
release did not exceed _____________. Expenses for exemption are compensated
monthly payment, the maximum amount of which is ___________ million US dollars.
The expenses are compensated by the Joint Company or the Government, payment of compensation
begin with _____________.
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Meanwhile, the Company, the Joint Company or the Government for the prompt
release of ATS territories from illegal armed formations, are entitled, but
are not obliged to pay the advance to the Contractor, which will be used to reimburse the upcoming
expenses of the Contractor. In this case, such advance shall be taken into account when reimbursing the Joint
company costs to parties.
5.3.4.2. receive compensation for the costs of ensuring the safety of each field from the Company and
Governments. The maximum amount of compensation __________ million US dollars for
of each contract. Security costs are compensated monthly
payments that amount to _________ starting from __________.
5.3.4.3. receive compensation for the costs of restoring the infrastructure of the fields or
from the income of the Joint Venture according to reports agreed with the Board
directors and trusted by an independent auditor, pursuant to clauses
_____________ from the commencement of work in the Operated Area, even if the Contractor
incurred these expenses before the specified date.
This clause applies if the Contractor has exercised his right (but not
obligation) to bear the cost of infrastructure restoration.
5.3.4.4. receive reimbursement of operating expenses for each field or plant from income
The joint company according to the reports and calculations agreed with the board of directors and
independent auditor, pursuant to clauses _____________
from the commencement of work in the exploited Area.
5.3.4.5. receive reimbursement of current operating expenses, according to the conditions of the situation
5.3.4.4.
5.3.4.6. get their share in the total volume of natural resources extracted by the Joint Company,
so that it is not less than 25% of the total production of plants and
deposits.
5.4.
Term
5.4.1. It is believed that the Contractor commenced operations for the liberation of territories and
security before the expiry date in accordance with the Memorandum of Understanding signed
parties ____.____._____. The Contractor shall continue these operations immediately
after the expiration date. The effect of this Contract shall apply to transactions,
held before the time of its conclusion, and the costs of such operations will be reimbursed
in accordance with the provisions of this Contract.
5.4.2. This contract is valid from the expiration date and for 5 years from
the start of the permanent operation of each oil field or gas field
and until all recovery and security costs are reimbursed, and
payment of all compensations and share of the Contractor from the profit of the Joint Venture according to
conditions of this Contract.
Regulation 6 - Work plan and costs during release:
The plan and its principles should be provided by the company Euro Polis
Regulation 7 - Standards for the Release of Territories, Security and
restoration of infrastructure
7.1. The contractor is obliged to release the territory in good faith for the purpose of liberation
agreed oil fields and ensure that there are no threats to these
mine operations and other operations that will eliminate
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The danger of movement in these fields over the entire length of the pumping line
from and into the deposit.
7.2. The Contractor shall, directly or through subcontractors, extinguish any fires on
oil field and takes measures to prevent the spread of
fires.
7.3. The Contractor shall:
7.3.1.To ensure the safety of deposits, so as to prevent a return
The field is under the control of illegal armed formations.
7.3.2. Ensure the withdrawal of illegal armed formations to a sufficient distance from
In order to prevent possible shelling of deposits from
mentioned formations.
7.3.3. Observe the safety of deposits, equipment, equipment and safety of workers.
7.4. Infrastructure restoration:
7.4.1. The joint company has exclusive rights to operate the exempted
deposits, as it is specified in this Contract, while retaining the right
state and the right of a foreign contractor who worked at this field earlier.
7.4.2. When the operation for the release of the oil or gas field is completed and after
receiving notification from the Contractor that the territory has become safe,
there are no fires, etc., that the deposit is ready for restoration and start
production, the Joint Company shall verify this information and send a notice
on the results of the audit of the Company and the Contractor.
7.4.3. The company prepares a technical report on the status of the deposit and on the measures required to
acceptance for the start of production, as well as on the necessary equipment, equipment, materials
etc., and also estimates the cost of restoration. Recovery costs
The infrastructure will be checked by a certain auditor in accordance with the provisions of this contract
and are reimbursed together with other expenses.
7.4.4. The Contractor shall finance all expenses for restoration. These costs are considered to be
compensation and are the Company's debts to the Contractor.
7.4.5. When the oil and / or gas field is ready for the production or readiness of a gas plant to
production and supply, the Joint Venture shall notify the Government and the Company
at least 15 days before the readiness of the entire infrastructure to start production and start
tests.
7.4.6. The tests last 7 days. Joint company ___________ risks of the Contractor and the Company
at least 30 days before the start of production.
Regulation 8 - Joint Venture Company
8.1. The Company and the Contractor create a Joint Limited Company (in
the moment of foundation). Both parties divide capital in equal shares: 50% is received by the Company and
50% gets the Contractor.
8.2. Each of the participants has the right to attract other participants, giving them a part of their shares
In capital, if the second participant does not object.
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8.3. The joint company is created according to the law on investments and has all the advantages,
which gives the law on investment in addition to the benefits and exceptions provided for
this Contract.
8.4. A joint company manages deposits that have been released and
the security of which is ensured by restoring infrastructure and production
Oil and gas or by controlling the production of gas in factories.
8.5. A joint company is managed by a board of directors consisting of 4 members, two members each
Each participant and an independent chairman of the board of directors not associated with the
founders with experience in the oil and gas sector and management. Both participants in writing
The representatives define their representatives on the board of directors and inform about it.
the other side. Both parties have the right to replace their representatives at any time
other persons.
Voting on the board of directors is carried out by four members of the board of directors out of five.
In the absence of a representative, his replacement by another responsible person is permitted,
who have the same full powers to work and vote on behalf of the participant.
8.6. One of the representatives is appointed secretary of the board of directors for maintenance and storage
protocols.
8.7. The Board of Directors meets at least once every three months. It can also meet
on the basis of the need at the request of two of its members or the chairman of the board of directors or
the general director.
8.8. The Board of Directors appoints the CEO of the company, who has experience in
the oil sector and which is subject to the instructions of the Board of Directors.
8.9. The highest management body in the Joint Company is the general meeting of participants,
which is usually collected once a year until the end of May, and has the powers indicated in
The Companies Act, unless otherwise specified in the provisions of this Contract.
8.10. A joint company has the right not to comply with the performance of this Contract
the following normative acts and regulations, additions and amendments to them, as well as those
Acts to be adopted in their place:
8.10.1. Decree No. 11 of the President of the Republic of 1961, which includes a system for monitoring
monetary funds, acts adopted in the development of this decree, as well as changes to them.
8.10.2. The law issued by Legislative Decree No. 29 of 2011 and Law No. 3 of 2008 in
in respect of certain special provisions relating to joint-stock companies and societies
with limited liability, as well as changes to these laws.
8.10.3. Act No. 114 of 1961, which includes the procedure for establishing a board of directors in
companies and societies and its changes.
8.10.4. Legislative Decree No. 20 of 1994 on public institutions
full partnerships, societies and its change.
Regulation 9 - Sections of the Contract
This Contract includes two sections:
The section on the gas fields of Al Shair and Khayan and their plants is regulated by the provisions of
the first section of this Contract.
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Section on other oil and gas fields specified in Annex A and B.
The first section - Gas plants and related fields
Regulation 9 - General standards of operation at the gas plant
9.1. The joint company undertakes to restore the plant and processes of gas processing
in good faith, in accordance with generally recognized technical standards in the international oil
sphere and in accordance with the most modern generally recognized standards,
applicable to similar objects.
9.2. According to clauses 5.1, the Contractor under the Contract is obliged:
9.2.1.produce responsibility for the quality of assembly and maintaining the operability of the whole
equipment, pipes and equipment that was purchased by the Joint Venture for use
in the gas sector, in the fulfillment of the obligations specified in Annex __________.
9.2.2. In the case of natural gas production operations, which include gas
well and in the limits of the Contractor's liability for the start
production on wells, the Contractor under the Contract shall:
9.2.2.1. Do not harm adjacent strata or joint hydrocarbon and aquifer
layers, and also to prevent water infiltration through the well to hydrocarbon
layers.
9.2.2.2. remove drilling fluids, used oil, salt water and waste, according to
laws of the RAA or technical standards for the choice of the Contractor.
9.2.2.3. To make efforts to avoid hardship and damage to objects, persons
or property.
Regulation 10 - Commencement of production and date of commencement of work
10.1. The joint company is an exclusive developer, in accordance with the provisions of
This Contract, as far as the design of all the facilities mentioned in this
Contract, their import, assembly, preparation for operation, readiness for launch and
direct reimbursement of all costs of liberation,
safety, recovery and operation, as well as costs for natural gas, current
operating costs and cost recovery. Also, the Joint Company undertakes to transfer
Natural gas and plant products to any party or other person designated
company.
10.2. "Start date": The joint company is obligated 15 days before the completion of work
on restoration and full readiness of all objects to the beginning of start, start and check
notify the Company.
10.3. The Company is obliged to notify the Company in writing of the estimated date of commencement of work for 60
(30) days at least until the estimated start date.
10.4. The joint company is obliged to notify the Company in writing that the gas plant and
related deposits are fully ready to be launched on an ongoing basis
according to the capacities defined in Appendix _______. To clarify this Contract
standard "fully ready to run on an ongoing basis" is considered to be completed
According to the Contract, when the object mentioned in this Contract is provided for work
in normal mode completely or, in certain cases, partially.
In any event, the Company shall not be entitled to send the above notice if the gas
The plant specified in Appendix B is not ready for gas supplies and does not have the required quantity
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compressors for gas supply in normal mode, according to the technology used, or
if one or more of the field gas compressor stations are not ready for permanent operation.
It is possible to achieve the ideal level of availability of Al Tabiba facilities even if the production
the power of the wells or the injection is limited. A written notice may be
is directed as if the Joint Venture expects the connection of equipment, pipes,
equipment or objects from or to the objects of third parties and in the event that the Joint Venture
expects the execution of work by third parties, including the Company.
The commencement date is considered on the basis of the notification, in the event that the Company has not sent a full
or partial refusal to agree on the commencement of work within 30 (10) days from the date of sending
notification.
10.5. Start date of work is the first day of the calendar month following the day of the direction
written notice to the Joint Company of the Company.
10.6. The company is considered the operator of all objects only after reimbursement of all expenses
Contractor pursuant to clause 5.3 of this Contract on cost recovery so that
compensation was not made in any case later than five (5) years from the commencement of work,
if the Company and the Contractor have not agreed on another.
The Contractor shall notify the Company and the Joint Venture within a period not exceeding sixty (60)
days before the payment of the last tranche of all expenses due to him. At the same time
The Contractor is obliged to notify the Company of the amounts of final payments that must be made
paid under this Contract before the transfer of the affairs of the Company.
10.7. The company coordinates the process and details of the transfer of operational management for at least 60
days before the expected date of receipt by the contractor of the final payments in accordance with this
Contract. After that, the operational management passes to the Company. Agreed
description of the process and details of the transfer of control may include details of any
checks and date (s) of the actual transfer of facilities and any other issues that
considers necessary a commission on joint management to ensure effective
transfer of control. The foregoing details are for illustration only and should not be
to give a restrictive interpretation of this paragraph.
10.8. The Company is required to send written notice of transfer to the Joint Company.
management within 30 days, to which she notifies that she has taken control. AT
the Contractor is obliged to send a written notice to the Company of receipt
The last tranche, aimed at repayment of the Company's expenses.
Regulation 11 - Recovery plan, work plan and budgets
11.1. Work to restore to the start date of work.
11.1.1. The infrastructure restoration work carried out by the Joint Venture and
agreed with the Company before the commencement of work, the Contractor in accordance with this Contract
has the right to incur expenses and / or incur obligations relating to the restoration
infrastructure for production. The Contractor bears all costs of restoration
infrastructure.
11.1.2. The parties agree that, despite the estimated final cost
restoration of infrastructure in this Contract, actual agreed and
specified by the Board of Directors of the Joint Venture expenses,
restoration of infrastructure, with respect to reimbursement and what is mentioned in the
Regulation 5.
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11.1.3. The joint company is responsible for the performance of works prior to the commencement date and
has the right to make adjustments to the infrastructure restoration plan, if these
adjustments do not substantially contradict the main objectives of this Contract.
11.2. "Operations with natural gas before the commencement of work":
11.2.1. A joint company shall provide the Company no more than 30 (10) days prior to the
The expected date for the start of work, the report on the restoration of infrastructure at the time
drawing up such a report for its verification and commenting, as well as for
acquaintance with the proposals of the Joint Company regarding the program of work and
budget for the period from the date of performance of work to the end of the calendar year, which includes
the starting date for the work. If the work start date falls on the last 60 (30) days
calendar year, the Company is obliged to review the restoration work again
infrastructure to agree on a work plan and budget for the full first calendar
year, which follows the start date of the work.
With regard to natural gas operations, for ____ years after the commencement of work,
The joint company is obliged to provide the Company with a written notice of the planned
natural gas operations and work plan, as well as the budget allocated for the next
calendar year, a minimum before October 31 of each calendar year.
11.2.2. Work programs and budgets relating to the period of ____ the commencement of work,
The information provided to the Company on behalf of the Joint Venture shall contain the following:
11.2.2.1. A detailed description of the work plan and a detailed description of the commissioning process.
facilities necessary for the production of natural gas, its processing, storage, crimping
and transportation.
11.2.2.2. An indicative cost estimate that is included in the proposed work plan.
11.2.2.3. Information on the necessary timeframe necessary for each
stage of the work plan.
11.2.3. After agreeing the Company's work plan and budgets relating to any
calendar year or any part thereof after the date of commencement of work, the Joint Venture
is responsible for implementing the work plan and managing budgets.
The Contractor shall pay all necessary expenses for the performance of natural gas operations, as
this is specified in this Contract. The contractor has the right to make adjustments to the plan
project, if the adjustments do not significantly affect the main objectives of the operations
natural gas. The Contractor shall motivate the Company and the Joint Venture to
changes and clarify their impact. Parties agree that, despite the fact that it is contained in
work plan and budget, the actual costs are determined by the costs of natural gas,
subject to reimbursement.
11.3. "General provisions":
11.3.1. This contract gives the Contractor the right to spend "in emergencies that include
in themselves a threat to life, property or causing harm to the environment "the right amount
To reduce these risks or hazards or minimize them. Contractor
must inform the Company of these cases. These costs are obligatory for reimbursement
The contractor, as they are considered operating expenses.
11.3.2. The contractor finances the necessary volume of natural gas operations in the ATS in
convertible currency. The contractor has the right to purchase the Syrian currency as it goes
the need for natural gas operations in ATS, currency conversion
occurs in local ATS banks according to the best price provided to the Contractor for
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any commercial activity and at a price set by the Commercial Bank of Syria
directly on the day of the operation.
The contractor shall submit to the state bodies and institutions authorized for
control over currency transactions in the RAA within 60 days following
the end of the calendar year, a report certified by an independent auditor (selected according to
provisions of this Contract) and agreed by the Company and the Contractor in which
The amounts on the part of the debtor under this account are shown, the amounts expended and the balance
The account at the end of the specified calendar year.
Regulation 12 - reimbursement of gas expenses.
12.1.The contractor receives the costs of release at the end of each calendar month,
following the date of commencement of work and within 48 (60) consecutive calendar months,
which amount to ____________ million (___________ US dollars). Expenses for
Exemption is compulsory for reimbursement starting from the date of commencement of work. Priority in
compensation under this provision is given to the costs of exemption.
12.2. The contractor receives the costs of ensuring the safety of factories and deposits in each
the calendar month following the commencement of works and for 48 (60)
consecutive calendar months. The maximum amount can be _______
US dollars. Security costs are mandatory for reimbursement from the date
start of work and receive priority after reimbursement of expenses for release. The cost of
security is compensated by the Joint Venture, under the responsibility of the
trading company.
12.3. " Natural Gas Costs":
12.3.1. The contractor shall also be reimbursed for the costs of natural gas under this Contract. Reports
these costs are not provided earlier than on the first day of the first calendar month
following the start date of the work.
12.3.2. The costs of natural gas are reimbursed according to the priorities and the scheme below:
12.3.2.1. Current operating costs based on current actual expenditures to the maximum
___________ million (_________ US dollars) during the first 60 calendar
months after the commencement of work. In the event that the Joint Venture continues
manage the plant and its associated field after 60 calendar months, which
follow the start date, current operating expenses are reimbursed on the basis of
actual running costs.
12.3.2.2. Any audit costs incurred prior to the commencement date based on the actual actual
costs, costs for special needs based on current actual costs.
12.4. End of calculations:
12.4.1. If in any of the first 60 calendar months that follow the start date
Contract work, the total income of any oil or gas field was less
cost recovery or recovery costs, the Joint Venture has the right
transfer to the next calendar month the payment of the underpaid part of the expenses according to
agreement between the Joint Venture and the Company on the recovery of cost recovery and expenses for
recovery by the current calendar month.
12.4.2. Total revenues related to natural gas operations based on export gas and
products of the plant, as they are specified in this contract and since they are measured or
calculated in accordance with Annex _____ even if market conditions led to burning
Natural gas or export gas at the gas plant.
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12.4.3. For this provision, total revenues are revenues from the sale of plant products and
export gas, as they are measured and / or counted at the nodes of commercial accounting,
as agreed in Annex ______. General incomes also include in the first
calendar months after commencement of work, any volume of stored natural gas and
export gas transferred through the gas pipeline, as well as plant products and condensates,
produced prior to the commencement date (estimated as specified in this Contract).
Total income is deemed to be: (determined by the Company)
12.4.4. Correct measurement, analysis of all natural and export gas, as well as products
plant is made in accordance with Appendix ____. The above is also used for
determining the total revenue. The entire calculated amount is included in the total income for
three calendar months from the date of commencement of work.
12.4.5. A joint company may agree to the production of natural gas from any
Another deposit and its transfer to the gas plant during the present
contract to bring the plant to maximum capacity. The joint company offers
The companies agree on the volumes to be produced from any other field, and
also the duration of such production, so that it does not damage the final
Reimbursement of expenses in the specified field, as well as the best use of facilities,
which have been recreated, in accordance with this Contract.
12.4.6. In case, in any calendar month, there is a surplus of general revenues (when
The difference between total revenues and the amount of recovered costs and costs of natural gas
is positive), this surplus is included in the total revenues of the next calendar
month (s) of the Joint Venture.
12.5. "Payments by crude oil and / or US currency"
12.5.1. Indemnified costs and natural gas costs specified in this Contract, and
the share of the contractor in the profits should be paid by crude oil, which is transferred
directly to the Contractor or its designated carriers, in accordance with the contract for the sale of raw
Oil, which is Annex D to this Contract. Company, sales office
oil and the Contractor shall have the right to make amendments in Appendix D under this Contract
from time to time after obtaining the consent of all parties for making changes in shipments
or the sale of crude Syrian oil to an account or for the purpose of realizing the present
The contract.
12.5.2. Crude oil prepared for transportation should not be more than 60% of
recoverable costs of the Contractor, as well as the costs of natural gas and the contractor's share of
profit to be paid to the Contractor for a specific calendar month, and
The actual price of crude oil in the account is determined according to the actual volumes
shipped crude oil in accordance with the contract for the transportation of crude oil from the debtor for cost
recovery and recovered costs of natural gas, the person who incurred these costs according to
based on the settlement system. In order to determine the differences in price
shipped crude oil or in its volumes with respect to the changes indicated in
Appendix E: In each calendar quarter, monetary changes are made if the Company and
The contractor did not agree on a different way to eliminate any difference.
12.5.3. In the event of a shortage of sufficient crude oil in the case specified in the paragraph above,
or in the case of force majeure, as mentioned in position _____, which leads to
It is impossible to extinguish debt with crude oil or its transfer, the Company pays
compensated costs to the Contractor, as well as costs of natural gas and its share in profits
To the joint company by US dollars by sending this money to the bank account indicated
Contractor way.
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12.5.4. In the event that the report on reimbursement of costs and payment of profit according to the system of settlements
showed that the volume of crude oil, which should be transferred less than the usual volume
The contractor receives in exchange for the partial volume of crude oil the amount in US dollars, if
The Company and the Contractor have not agreed otherwise.
12.5.5. In the event that costs, natural gas costs, as well as the contractor's share in profits
the joint company was not fully reimbursed within 5 years. The Contractor has the right
receive crude oil under this provision and / or amount in US dollars
by bank transfer, in the order specified by the Contractor. Thus, the costs
and natural gas costs are reimbursed under this provision. All costs
natural gas are reimbursed as specified in this provision. Full refund
costs must occur within a period of not more than 5 years and one calendar month from the date of commencement
works.
Regulation 13 - Quality Assurance
12.1. The Contractor warrants that the facilities that it has restored for the plant operation are capable of
to ensure the fulfillment of the obligations provided for in Annex _____. After
preparation of facilities during the first 60 calendar months that follow the date
and in which the Joint Venture is an operator, with the proviso that
Natural gas imported by either party or any third parties
corresponds to the scope, composition and conditions detailed in the project plan specified in
Attachment ______. In the event that the volume of natural gas, its composition and conditions correspond
specified in this Contract, and objects or any other things imported
Contractor and established by the Joint Company under this Contract are not
are able to operate in accordance with the conditions specified in Appendix _____, the Contractor
makes the necessary changes to achieve compliance for an amount not exceeding 5 million
US dollars for the entire period preceding the date of commencement of work, and also for an amount not exceeding
5 million US dollars for the period following the start date and until the end of the first
sixty calendar months following the date of commencement of work.
The amounts paid by the Contractor under this provision are not refundable under
this Contract, but are in addition to any guarantees or the right to receive
compensation from third parties (contractor of architectural works, import and installation).
12.2. In addition to the obligation to pay the amounts mentioned above, the amount of cost recovery,
Compensatory to the Contractor, is reduced by an amount equal to the daily cost
recovery (as defined in the ninth position above) multiplied by the number of days,
in which the specified objects (or any of the objects) do not correspond to the conditions specified in
Appendix ____, and multiplied by the idle ratio (idle part), which
equal to the percentage of the reduction that exceeds the percentage of the normal allowed
capacity in facilities not corresponding to those specified in the conditions of Annex ____. This
a reduction applies to the cost of recovery mandatory to reimbursement at the end of the fifth year
cost recovery.
12.3. The provisions of this provision do not apply during the suspension of the contract in the event of a force-
majeure.
Regulation 14 - Natural gas and plant products
14.1. The Company agrees to the transfer of natural gas in the Joint Venture Area,
management plant only for the duration of the contract. The whole volume of the transferred
The natural gas must meet the standards specified in Annex ____.
14.2.The joint company retains all rights to natural gas and plant products. No item
This provision should not be interpreted in such a way that it allows the transfer of benefits
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or the rights to divide the produced natural gas or plant products to the Contractor.
The Company agrees to reimburse the Joint Venture and / or the Contractor, and
agrees to protect and disclose threats arising from the application, filing
claim or loss of a third party that claims its right to ownership of the product
plant or benefit from products produced at the plant or its processing, compression,
transportation (transportation) or use, according to this Contract.
Regulation 15 - prevention of losses
15.1. The joint company undertakes to take all necessary measures, according to the generally known
technologies in world oil production, in order to avoid the loss of natural gas and
products of the plant or its dispersion above the ground or underground in any way, during
operations of natural gas. The government has the right to prohibit any operation in reasonable
limits, if it assumes that this operation could lead to loss or
damage to hydrocarbon deposits.
15.2. The Government retains all its rights under this Contract, as well as its right
take any action with respect to the Joint Venture or the Contractor,
if the Contractor was unable to take all necessary measures, in accordance with this provision.
Regulation 16 - Measurement of natural gas and plant products
16.1. The Company, in accordance with the contract with the Joint Venture, determines the type (s) and place (s)
installation of equipment for measurement. The measurement and calibration processes must be carried out
according to the procedures specified in the API measurement standards, AGA, GPA ("API" means
American Petroleum Institute, "AGA" means the American Gas Association, "GPA"
Association of Gas Producers) and their changes and additions.
16.2. The Company, the Contractor and the Joint Venture have the right to check the measuring
equipment and have the right to allocate an object at the expense of the responsible party for observation
for measuring the volume and determining the quality and calibration of the measuring equipment.
16.3. In case the measurement technology or the used measuring equipment
incorrectly measures the maximum or minimum level of production, then it is assumed that
The error occurred from the date of the last calibration of the measuring equipment. Data for
The period in which the error occurred is adjusted according to recognized standards in the
sphere of international oil production.
16.4. Products of the plant are stored and / or processed in accordance with the Company's instructions. Products |
calculated or measured in any other way that would lead to
provisions of this Contract.
Regulation 17 - store ownership
17.1. The company remains the owner of all the assets of the plant and related deposits.
17.2. The joint company has an exclusive right to use the plant (and all its
assets) and related fields throughout the contract and according to its
conditions. Exclusive right to use is terminated upon payment of all costs
Contractor in accordance with the provisions of this Contract and the law compulsory to
performance.
17.3. The Government or the Company shall not have the right to prevent the
The use of these assets for the duration of the contract.
Regulation 18 - Data and samples
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18.1. The joint company shall keep all measurements and records relating to the plant and its
in accordance with the above rules in the sphere of international production
oil. All measurements, records and plans are the property of the Company. Joint
The company must provide the Company with all measurement records and plans, while
The Contractor shall have the right to keep copies of these measurements, records and plans after the end
term of the Contract and with the consent of the Company. Measures, records and plans should
contain the following:
18.1.1. Information about the seams and the bottom ground in which the well was drilled.
18.1.2. information on the pipes of the shell (packaging) and production, as well as on the equipment of the bottom
well and backup (spare) equipment that was launched into the well.
18.1.3. information on hydrocarbons, water and mineral deposits that can be used and
which were discovered.
18.1.4. information on the details of the diameter and location of pipes and equipment of the project facilities
gas Dyer-az-Zor, since they were installed.
18.2.The joint company shall record all geological and geophysical data,
related to the area, record them on original seismic films of good quality
when it is necessary. Also, the Joint Company undertakes to transfer this information,
data, their decoding, measurements and records on the wells of the Company in the shortest possible time,
after she received information, decoding, measuring and recording. Contractor
has the right to retain a copy of the above data after the Company's consent.
18.3.The Contractor or the Joint Venture shall have the right to extract for research or
laboratory samples, examples of fuel or samples of hydrocarbons or water detected
in any depression or well. The Contractor also undertakes, as soon as possible, to deliver
The company is part of every example or sample that it has extracted. Joint company
undertakes to provide the Company with any laboratory reports related to these examples
or samples. The Contractor shall have the right to retain copies of these reports after the Company's consent.
18.4. All costs related to the collection of sample data and related information, and
its decoding, use and storage (in ATS or any other place), as well as its
shall be deemed to be costs subject to reimbursement, in accordance with paragraphs
position.
Section Two - Oil
Regulation 19 - Operations in oil fields after liberation
19.1. The joint company restores the infrastructure of the fields, receiving
financing from the Contractor, and also carries out the necessary operations for the development and
production of oil under this Contract. A joint company also has the right
on behalf of the Contractor, exploration, on behalf of the Contractor in accordance with the work plan and
established budgets (in terms of the Arabic language).
19.2. The joint company shall, not later than the 20th day of each calendar month, represent
written notice to the Contractor, which roughly indicates the total amount
costs of infrastructure rehabilitation and / or
the next calendar month in United States dollars, according to the established budget, and
includes in this notification any amounts that are not expected to be spent in
end of the calendar month. Special amounts relating to a certain period
calendar month, are sent to a certain bank, according to the provisions of this
The contract on the first day and the next 15 days. If the day of payment falls on
day off, the payment is made on the next working day.
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19.3. The joint company has the right to keep the amounts paid by the contractor in a foreign
foreign currency in an open bank account with a correspondent bank with
Syrian or Russian bank. This account also holds interest or other forms
income. Withdraw funds from this account to pay for goods and services provided for
or to transfer the necessary amounts to an accredited bank in the ATS for coverage
costs of the Joint Venture in Syrian Pounds under this
The contract. The transfer of funds is carried out according to the best given price of any
bank, any commercial activity, as indicated by the Central Bank
Syria on the date of transfer.
19.4. Within 60 days following the end of each fiscal year, the Joint Venture
grants to bodies and organizations authorized to exercise currency control
in the RAA, the report is certified by an independent and auditor. The Company and the Contractor agree
This report, which reflects the debtor's stated debt account balance
indicated in this position above, the spent sums and the account balance at the end
corresponding financial year.
19.5. The joint company draws up a working plan and a development budget for the remaining period
the calendar year in which the release occurred and security was provided on time
no more than 60 (30) days following the notification of security, if not
another agreement has been reached. October 15 of each calendar year following the year,
when the above notice was sent, the Joint Company shall develop
annual production plan, work plan and development budget for the next calendar year.
of the year. The production plan, development plan and budget are provided to the Company and the Contractor
to receive corrections from them.
19.6. After this, the Joint Company makes changes that it considers to be correct in
the result of any observation and in time not later than November 15 of each calendar year
The joint company shall provide the said production plan, work plan and the said
budget to the Joint-Stock Company's board of directors for approval, which should be
received within 30 days. After this, the Joint Company begins implementation of the plan
after it has been adopted and complies with the production plan in accordance with the agreed
budget and the given Contract.
19.7. A joint company performs its work and manages its activities at a high
level and according to accepted standards in world oil production.
19.8. The joint company within 10 days following the end of each calendar month,
after the date of the first commercial production, a detailed report of the previous
calendar month and provides it to the parties to the Contract, indicating in it the average volume
daily production. The joint company transfers to each party, and each party
receives its share of fuel in accordance with the provisions of this contract at the point of delivery.
Thus, from the point of delivery, each side bears all costs, risks and expenses,
concerning their share of fuel. Fuel allocated to the government (royalty),
fuel allocated for cost recovery and fuel received by the parties in connection with
The division of production is the same in terms of quality and produced according to the scheme
production specified in this Contract.
19.9. In the event that during the development and production of facilities built by the Joint
The company was left with extra capacity and this capacity was used for processing
oil of the region and this capacity is not mandatory for any operations,
stipulated by this Contract, during the formation of the said excess capacity,
The company can use the specified capacity and in this case the Company and the Contractor
are collected to determine and establish a special procedure for such use. For
Exceptions of doubt in the interpretation of this provision, if the Joint
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The company asks for this extra capacity for its
this Contract, the Company undertakes to return the specified capacity of the Joint
companies, while the Joint Company does not bear any costs.
Regulation 20 - The Government, reimbursement of expenses for exemption and security
safety, oil costs, costs and production sharing.
20.1. The right of the Government:
20.1.1. The government has the right, as it is indicated in the below, to receive royalties in cash
equivalent or in natural equivalent of 12.50% of all produced and
stored oil in the area during the development period, including for any period of
extension (the right of the Government). The remaining 87.50 percent is divided between the Company and
Contractor by the Joint Venture in accordance with the rules specified in regulations 22 and 27 (in
fuel) or according to position 21 (in the case of gas). When the right of the Government
is represented in a natural equivalent, the Joint Venture shall transfer it
The government that receives it at the point of delivery or any other agreed point.
20.1.2. The government has the right to notify the Joint-Stock Company in writing at least
than three months before January 1 or July 1 of each calendar year of their desire to receive
the right of the government in monetary equivalent for the next six calendar
months. In this case, the Joint Company and partners in this Joint Venture
and the Contractor and / or the Company shall receive the full scope of the right
Governments in the natural equivalent and transfer money for this in the amount determined in
according to regulation 26 (in the case of oil) and position 21.6 (in the case of gas). Specials
The cost of selling fuel intended for transfer as the Government's right,
transportation and all other costs related to such fuel are considered operational
expenses.
20.2. Fuel for reimbursement:
20.2.1. According to the provisions relating to the audit of accounts in this Contract, the Contractor
reimburse all costs and expenses relating to all operations for the release,
security and development and all that is associated with them, in accordance with this Contract, within
amounts ... .. This type of fuel is further defined as a "cost recovery fuel".
The contractor receives fuel intended to recover costs in kind
equivalent, as indicated in Annex 23 below. All costs and expenses that must be
be reimbursed from the "fuel reimbursement costs" are reimbursed according to the following:
20.2.1.1. Expenses for exemption, including those that have been created, prior to the effective date
The contract and up to the date of the first commercial production shall be reimbursed in full, starting with
calendar year, when these costs were incurred.
20.2.1.2. Monthly security costs not exceeding __________
US dollars monthly.
20.2.1.3. Costs for infrastructure restoration, including those that occurred before the date
the first commercial production, shall be reimbursed to the Contractor, who financed the data
costs in the interests of the Joint Venture, the Company and the RAA, starting
calendar year, when these costs were incurred.
20.2.1.4. Expenditures for development, including those incurred prior to the date of the first commercial production,
are compensated at a rate of 25% annually on the basis of their consumption at this level, starting
from the calendar year, when these costs were incurred.
20.2.1.5. It is clear and agreed that only costs and costs that can be used according to
levels as defined in regulation 20.2., as well as all that apply to them, may be
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are refunded on a percentage basis from the calendar quarter in any calendar year. Any
costs and expenses that have not been reimbursed, according to the algorithm specified above in
the calendar year is transferred to the first calendar quarter of the next
calendar year and are reimbursed during the specified quarter.
20.2.1.6. All drilling costs that are not evident, including those incurred prior to the first date
the first commercial production and all operating expenses incurred
after the first date of the first commercial production, shall be reimbursed in the same calendar
year in which they were incurred.
20.3. If, in any calendar year, the costs and expenses to be recovered,
According to paragraph 20.2 above, the price of fuel allocated for
reimbursement of expenses in such calendar year, their reimbursement is transferred to the next
calendar year or year until they are fully reimbursed so that
In any case, they were reimbursed not later than the date of termination of the Contract with the Contractor.
20.4. In each calendar year, the Contractor takes a sample of the produced fuel for
reimbursement of costs and uses it at its own discretion and at its own expense, as well as its share
The remaining fuel (the share of its profits from the activities of the Joint Venture) as it is
is specified in this Contract.
20.5. If the price of fuel reimbursement costs are greater than the amount of all costs and expenses required to
compensation in any calendar year, pursuant to regulation 20.2, such excess
is transformed into an equivalent number of barrels (all estimates are
Contract called surplus fuel cost recovery ). The company receives 50% of the
excess fuel reimbursement costs, the remaining 50% of fuel cost recovery are divided
between the Company and the Contractor in accordance with the terms of this Contract. Also parties
agreed that this amount will be proportionally added to each part of the secondary
volume of production of a particular year.
20.6. Product section :
20.6.1. From the volume that remains from the produced and stored fuel in the area in each
calendar year after expulsion from it Government's rights and fuel for refund
costs received by the Contractor, as well as any amount of excess fuel reimbursement of costs,
The Company and the Contractor take samples and use them
individually at their own expense in the commercial node according to the following:
20.6.1.1. 25% of the production is transferred to the Contractor.
20.6.1.2. 75% of the production is transferred to the Company.
20.6.2. From the foregoing logically it follows that the right of the Government and 40% who
are a fuel cost recovery, is excluded until the division of average values
production of oil per day of a particular year.
20.6.3. In the event that the parties have agreed to settle on a monthly or
quarterly basis, then these calculations are used only to facilitate
changing the principle of determining royalties, fuel reimbursement costs and fuel-sharing products
based on only a calendar year.
20.7. In order to determine the value of the Contractor's share of the fuel reimbursement costs, as well as
The cost of fuel is the Government's right and the cost of surplus and fuel is cost recovery, and
also for calculating the Contractor's revenue and paying the Contractor's revenue tax, the price
produced and stored fuel in the area, the right to which belongs to the contractor
must always reflect the market price of the fuel. In order to determine the market
The price of this fuel is as follows:
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20.7.1. the price of fuel loaded and sold, according to this Contract to the companies,
limited price or average actual price in any calendar month
free money, which can be remade based on sales of the FOB point of delivery, which
The Company and the Contractor test, depending on the priority, according to the usual conditions, with
so that these sales do not include any special actions, like barter, or that they do not
had a relationship to barter or did not include barter (hereinafter such sales
are defined as " qualified sales" ).
20.7.2. In the event that the sale occurs on the basis of CEF or S & F, or other sales that are not
occurred on the basis of FOB, __________ is included in the cost of transportation, insurance
and other actually or declared costs, depending on what the costs will be
smaller if they exist to calculate the FOB price of the delivery place.
20.7.3. From the provision 7.6.1 it follows that the Contractor's right to sell its crude oil to any
an affiliated company or a sister company is not limited.
20.7.4. In the absence of qualified sales of fuel by the Contractor, the Company
determines the cost of fuel due to the Contractor using a known system
assessment of the cost of fuel in the world oil market, which is consistent between the contractor and
Company.
20.7.5. Between the Company and the Contractor is a joint contract for the system
assessment before the start of the first commercial production, according to the decision of the Board of Directors
The joint company for each type of fuel and this system is used as a minimum
for a period of one calendar year. The system is revised after the written
request by the Company or the Contractor to the Board of Directors of the Joint Venture, when
any party noticed changes that have occurred in the world oil market. Any
The modified system is used for at least one calendar year. Initial
The prices of crude oil and / or hydrocarbon products used in the valuation system
is the average of the daily declared prices in any
internationally agreed issue on the oil market for fuel, similar in its
The quality of crude oil in need of valuation, under this Contract or
the announced prices of hydrocarbon products included in this valuation system.
20.7.6. In the event that the qualified sales were from any of the parties (Contractor or
Companies), then qualified sales are the basis for determining the value
fuel, mentioned in this Contract, for the relevant party.
20.7.7. If the Company or the Contractor does not agree that the prices of qualified sales
reflect the market price and / or they do not agree to discounts (benefits) in the costs of
transportation, insurance and other costs referred to in regulation 7.6.1 above and / or
The parties were unable to agree on the assessment system referred to in regulation 7.6.2 above, then
based on a written application by the Company or the Contractor, the differences are resolved
expert ( "expert" ), which is appointed jointly by the Company and the Contractor. Expert
performs his work as an expert, and not as a judge.
20.7.8. An expert must be a person who does not have an interest in the issue being resolved. If
The Company and the Contractor could not come to an agreement within 21 days, the expert is appointed
head of the International Petroleum Institute in London, UK. The task of the expert should
To be composed in such a way that he began to solve the task for 21
days after the transfer of this task to him. The approach used by the expert in resolving
The dispute between the parties must comply with the provisions of this Contract.
20.7.9. It follows from the provisions of this Contract that the shipment and / or sale of crude oil, as well as
gas of the Contractor is to recover costs, as well as for the purposes of payment of duties. Raw
The Contractor's oil consists of a fraction of the fuel of the Contractor's cost recovery, a share in the surplus
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fuel reimbursement costs of the Contractor and the proportion of fuel-sharing products due
Contractor under this Contract.
20.7.10. The cost of the absorbed fuel, which is specified in this Contract, or for which
the right of redemption is established, according to this Contract, is determined by this provision,
If the Government of the Company and the Contractor do not agree otherwise.
20.7.11. After the date of the first commercial production, the Joint Venture is at a minimum
for 90 days before January 1 and until July 1 of each calendar year, a written notice to the address
The Company and the Contractor with an approximate total amount of fuel production, which it
plans to produce, store and transport (transport) in accordance with this Contract
during the next calendar half-year, according to the established international
practices of oil production. A joint company transports fuel to storage facilities (if they are
there are), which it builds, protects and controls them according to state standards, and
They also measure fuel in them by means of counters or by any other method, such as
accepted in the world practice of oil production.
20.8. The contractor has the right and must comply with the sampling process independently in paragraph
surrender and dispose of all the fuel that is due to him, according to the provisions of the regulations
7.1 - 7.5. The contractor also has the right, provided that he has paid the Company
amounts, according to the provisions of regulation 24, to transfer and keep abroad all amounts,
which he received, including the amount from the sale of his share of oil, according to this
contract.
20.9. The Company and the Contractor shall meet within a reasonable time before the date of the first commercial
production, and from time to time thereafter, in order to agree on the necessary
procedures for the shipment of oil from the point of delivery in accordance with world practice in the field of production
oil.
Regulation 21 - Gas in oil fields
21.1. Commercial gas in oil fields:
21.1.1. If commercial gas is found in an oil field, it is necessary to apply
conditions of position _______ after the determination of gas reserves and associated technical and
financial factors, according to the following:
21.1.1.1. The joint company determines the area of ​​gas development.
21.1.1.2. In case of additional detection of commercial gas not permanently connected
hydrocarbon with the original commercial gas in the development area (petroleum
field), if additional commercial volumes are distributed outside the area
development or initial commercial gas, then the development period defined in this
The contract is extended only with respect to that part of the development area where it was discovered
additional commercial gas, for a period equal to the time difference between the start date
work on the field and the mentioned date of detection of each additional
commercial deposits with the condition that the discovery of these deposits occurred during the
the Contract.
21.1.1.3. The Contractor shall, within one year from the date of the first date of the commercial supplementary
production or increase the volumes of associated gas remaining after use in
operations on the field, or transfer them to the Company.
21.2. Gas markets:
21.2.1. Domestic gas market:
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21.2.1.1. In the event that the Joint Company has sent notice of the discovery of a commercial
gas, at the same time it is obliged to require the Government to inform it within 120 days
since the discovery of commercial gas on whether the Government wants to use all
gas reserves or part thereof within the ATS.
21.2.1.2. If the Government within 120 days has agreed to use gas inside the ATS,
The contractor, the Company and the Government are discussing a contract for the sale of gas for the purposes,
determined by the Government and in accordance with the conditions specified in regulation 21.3.2 below.
The Company and the Contractor transfer their proportional shares of the produced and stored
gas to meet the needs of the RAA.
21.2.1.3. Among possible uses of gas in the ATS, all economic alternatives in
additions to additional projects that can be performed by the Company,
The contractor and the third party, as objects for electricity generation, facilities for
gas liquefaction, power objects, facilities related to the production of methanol, carbamide,
ammonium, nitrogenous fertilizers and any other substances whose production needs
gas supplies.
21.3. Gas supply contracts
21.3.1. Any contract for the sale of gas in the territory of the RAA should be approved
Governments and should include provisions in international practice of production
oil, including long-term purchase and transfer of daily minimum volume,
established by technical standards (according to the rule "take and pay") in addition to
gas compensation conditions. The contractor receives the cost of its share of the gas that
It is used in the territory of the RAA, according to the gas contract, every calendar month in
US dollars or replacement fuel (estimated according to paragraph 21.5.4) for
The transferred gas at the point of commercial accounting in any calendar quarter.
21.3.2. The price of gas (prepared by the Company)
21.4. Cost recovery and product sharing
21.4.1. Costs and expenses for the production, collection, processing and transportation of ancillary and
non-associated gas are reimbursed on the basis of the principles of product sharing and Rights
The governments indicated in this contract for produced and stored gas are not
Used in operations, not burned and not re-injected into the well.
21.4.2. The contractor pays all costs for laying gas pipelines for gas transportation to
sale to the point of its transfer to the consumer or to the point of its connection with the existing
gas network, based on the existing situation. These costs are subject to reimbursement,
since they are considered development costs to be reimbursed.
21.4.3. Produced gas in the area and measured at the site of commercial accounting, is prepared for
sale, by packing it in a barrel corresponding to oil (BNM) according to the conditions
item 8.4.2 and is divided according to the following percentages:
21.4.3.1.25% to the Contractor
21.4.3.2.75% of the Company.
21.4.4. Gas (excluding liquefied fuel gas) is packaged in oil barrels,
corresponding to this equation: (prepared by the Company).
21.4.5. The price of gas is considered based on 1000 cubic feet and the price of fuel in a barrel. Both prices
are indicated in US dollars. If you need to convert another currency into dollars
USA for the purpose of determining the price, the conversion takes place according to the average purchase price
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of this currency in the Bank of England at the close of trading of each working day of this bank
in each calendar month. For this, the "S" is determined. If the specified bank does not publish
the price of the required currency, then the Company and the Contractor agree in writing to another
acceptable for both of them means for converting said currency. If
parties have not agreed on this facility, the dispute is referred to the expert for permission, according to
of paragraph 20 of ________. In the event that crude oil was not
the average price of a mixture of oil from the Gulf of Suez is taken as the basis, since it
is listed for immediate sales in the Platts European Market Wire for
determination of the value of "S".
21.4.6. "S" is determined (thousands of cubic feet) originally on the date of the commercial gas
production (with the exception of liquefied gas fuel) ready for sale, and then "S"
is determined in each subsequent calendar month, using the above price
a barrel of fuel and using the price of gas for every thousand cubic feet, a certain
According to the signed gas sales contract, under this contract and sales at the
export in that calendar month. The number of corresponding barrels of oil in each
The calendar month is determined by dividing the volume expressed in thousands of cubic
(except for liquefied fuel gas) produced in the area and
measured at the commercial accounting node of that calendar month, by "S" in the relevant
calendar month. The number of barrels of gas corresponding to oil and any barrels
oil corresponding to the liquefied fuel gas produced in the area
field is added to the number of barrels of fuel produced in the area (and
measured in both states of fuel and gas (with the exception of the liquefied fuel gas) at
node of commercial accounting, and in the case of liquefied fuel gas it is measured at the release of c
plant) in the relevant calendar month. The total number of barrels obtained in
The result of the calculation of the level of daily production, expressed by a barrel
oil in the relevant calendar month, is used for provisions
of the present Contract.
21.5. Liquefied fuel gas:
21.5.1. The Company, the Contractor and the Company are discussing creating through the Joint Company
Gas plant for getting back liquefied fuel gas from detection
commercial gas. The Company and the Contractor are studying the issue of creating a plant for liquefied
fuel gas not only as a future project, but also in terms of compliance with "standards
gas pipelines ". Transmission of liquefied fuel gas for repayment of the Government and
for other purposes specified in this contract, occurs at the outlet from the liquefied
gas fuel.
21.5.2. The Contractor shall be reimbursed for any expenses incurred on a liquefied fuel gas plant in accordance with
The provisions of this Contract, if the parties have not agreed to acceptable changes,
which can lead, according to the opinion of the Contractor and the Company, to the establishment of a plant
liquefied fuel gas capable of operating with economic and commercial
Taking into account the necessary investments and markets for this liquefied
fuel gas, as well as prices that can be set. If the Company and the Contractor
agreed to accept a new third party - a producer of gas or liquefied fuel gas in
existing export project. In this case, a third party is required to participate in an equal share in the
investment, according to the agreements of the parties concerned.
21.5.3. The share of Government Law, cost recovery, and product sharing is determined by
cash actually received from the sale of liquefied fuel gas,
which the Contractor and / or the Company are already using in equal shares.
21.5.4. The price of liquefied fuel gas, which is sold to the Government, to meet the needs
ATS is determined in US dollars. For one metric ton, this amount is calculated
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on average arithmetic weighted prices in the corresponding calendar month,
specified in the application of the international Platts on the prices of liquefied fuel gas. The fact that
relates to propane and butane, according to their share in the LPG in the ATS, according to
This Contract is based on FOB Ex Ref / Stor in the west of the Mediterranean Sea, minus
the actual costs of transporting a metric ton of liquefied fuel gas from
of the point of sale and to the point of sale in the ATS, and also after deducting the actual
expenses for ordinary metric ton insurance for transportation of liquefied
fuel gas from the node of commercial accounting and to the point of sale in the ATS or any other
by a way agreed between the Contractor and the Government and ready for execution, if
the report "International Platts for the cost of liquefied fuel gas" stopped coming out or was
not available.
21.5.5. If the Contractor sells its liquefied fuel gas to the Government and
If the government exports liquefied fuel gas from the ATS, the price,
due to the Contractor, is the average weighted price of all exports in
the corresponding calendar month, excluding barter agreements, interstate
sales, as well as rapid sales, the price of which does not meet reasonable market prices
liquefied fuel gas.
21.5.6. Liquefied fuel gas is packed in barrels corresponding to oil, at the outlet of
plant of liquefied fuel gas on the basis of a direct volume of 12.3% from a barrel in each
metric ton of propane and 10.9% of the barrel in each metric ton of butane. Interest
can be changed according to the current standards for liquefied fuel gas.
21.5.7. 90 days before the start of each calendar half-year, the Government informs
Joint company and the Contractor on whether she wants to pay the price of liquefied
of fuel gas in US dollars or the corresponding volume of fuel based on its
the monetary value corresponding to the next calendar half-year. Broadcast,
quality assessment, price determination, revenue generation and fulfillment of Contractor's obligations
and the Government, as far as the specified replacement fuel is concerned,
specified in position 7.6. This Contract is made after the relevant
changes based on the current situation.
21.6. If the organizations listed in regulation 8 ceased to publish price information or
the information indicated in them does not reflect the realities of the market or prices, according to one of the parties, then
The prices of fuel and products are determined according to the information given in any
other publications, which continue to be published after its adjustment with the consent of both
parties, so that it closely reflects the expected results to which
the parties were to come if not for the reasons indicated in this paragraph
circumstances. If these publications also ceased to be published, the parties agree on the
other sources of information about prices. If the parties could not come to the
agreement on a suitable publication, either party may refer to the expert, according to
position 20 of this Contract.
21.7. The Company and the Contractor agree on the acceptance of the full amount of fuel, if any
associated with the produced gas. This amount is determined according to position 20
of the present Contract. At the same time, the Contractor has the right to inform the Company that,
that the amount of this fuel is too small, in his opinion, and does not justify
Construction of facilities to transport its share of this fuel. Company in good faith
takes all reasonable steps to take all the fuel,
the Company, but if the Company did not receive this fuel
possible from a technical point of view, or if the amount of fuel is strong
To interfere with the processes of obtaining gas, then the Company and the Contractor determine the best
technical and economic way to use such fuel.
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21.8. For 90 days prior to the beginning of each calendar half-year, the Government informs
Joint company and the Contractor on whether she wants to pay the price of liquefied
of fuel gas in US dollars or the corresponding volume of fuel based on its
the monetary value corresponding to the next calendar half-year. Broadcast,
quality assessment, price determination, revenue generation and fulfillment of Contractor's obligations
and the Government, as far as the specified replacement fuel is concerned,
specified in position 7.6. This Contract is made after the relevant
changes based on the current situation.
21.9. The Company and the Government take on irrevocable obligations to pay fuel prices
US dollars or any other currency agreed by the parties or replacement fuel in
any cases provided for in this Contract. Company and / or Government
are obliged to pay this amount to the Contractor under this Contract. The government also
provides the Company with a sufficient amount of US dollars, as well as replacement fuel for
these purposes and for settlements for any purchases of fuel from the Government for this
Contract.
Regulation 22- Safety of fuel and avoidance of losses
22.1. The joint company undertakes to take all necessary measures in accordance with the adopted
practices in world oil production to avoid loss or loss of fuel over or under
earth in any form during production, cheese, distribution and storage. The government has
the right to prohibit any operation on any well if it believes that the operation
can damage the well or the deposit.
22.2. After the release of any well and ensuring its safety, the Joint Company
inform the Company and the Contractor or their representatives about the time of the test
wells, if the well is to be tested, and also about the level of production
after its measurement.
22.3. Except where the production of fuel from different production layers in one
Well, using one column of pipes, is not justified economically, then produce fuel
from different strata, containing fuel, using one column of pipes can not simultaneously
be implemented without the initial consent of the Company or its representatives, so that its
The consent was not annulled without a substantial cause.
22.4. The Joint Company undertakes to record data on the amount of fuel produced and
water in each development area. These data are transmitted to the government or its representatives
on special investments for the same purposes, within 30 days after the date of receipt of these
data. Daily or weekly data on production in the area or areas of development
should be ready for verification by persons representing the government in a reasonable
time.
22.5. Daily drilling records, as well as schedules of well records, should indicate
The quantity of cement, its kind and the number of any other materials used in
Wells to protect layers containing fuel or fresh water. Any significant
change in the technical state of the general condition of any well should be
The consent of the Company, which can not be canceled without a substantial reason.
22.6. During the conduct of activities under this contract, the Joint Company shall observe
laws, legislative acts and regulations concerning the safety and health of personnel,
participating in this activity or having the opportunity to participate in it, and
laws on environmental protection in the RAA. The Joint Company pays due attention to
Environmental protection, which may be damaged as a result of its actions.
The company also strives to constantly reduce the number of issued and discarded
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substances, the disposal of their activities, known for their negative impact on
environment.
Regulation 23 - Customs privileges
23.1. The Contractor, the Joint Venture, its contractors and subcontractors that are not
Syrian companies, and working on the performance of the works specified in this
contract, have the right to import and receive customs privileges, as well as special permits
on the import of equipment and machinery, regardless of its type, if they are necessary for
use by the contractor, subcontractor and operating company, for example:
wireless equipment, computers, their components and programs, air conditioners for
offices, housing and infrastructure deposits, electronic devices and machines of all kinds
and unlimited quantities like: buses, gasoline and diesel cars needed
airplanes and helicopters, the supply of food and drinks needed for nutrition specialists
and their families, as well as consumer goods, cash and spare parts for everything
mentioned above, after obtaining permission from the responsible representative of the Company for
that the one mentioned in this paragraph will be used only to meet the conditions
or to assist in their implementation. The Contractor, the Joint Venture and its
contractors, as well as subcontractors who are not Syrian companies, have the right
"Directly export" from customs, the mentioned materials and products. Contractor,
The Joint Company and its contractors, as well as subcontractors that are not Syrian
companies, get the right not to follow the provisions of foreign trade laws,
concerning import prohibition, its definition and limitation, as well as countries
manufacturer. The examples given can not be used as
restrictive interpretation.
23.2. Each foreign employee working for the Contractor, the Joint Venture and its
contractors or subcontractors, has the right to import, without customs privileges, reasonable
the number of household appliances, materials and personal belongings, including one machine,
which can be imported by the specialist himself or the Contractor for a specialist, with
condition that imported items are intended for personal use
employee and his family. The employee has the right to sell imported things in the RAA,
only by observing state regulation or by selling them to any other party,
which has the same benefits.
23.3. The benefits specified in paragraph 23-1 for any imports agreed by the Company and
Contractor shall not apply to items of import that have analogues in form and
quality of items produced in the domestic market, and which can be purchased and
receive at the right time in the RAA, under similar conditions and points, whose value is not
more than 10% of the value of imported goods before adding to them customs duties,
but after adding the cost of transportation and insurance.
23.4. Any imported items in the ATS, for which customs benefits have spread
or have not been distributed under this provision, may be exported by the party
import at any time without payment of export duties, taxes or any other duties
or tax burdens.
23.5. Materials, equipment, new or used goods imported for reference
activities or for auxiliary needs specified in this contract and that are suitable for
use can be sold in the RAA with the condition of payment by customs
duties, taxes or any other duties or tax burdens in the event of their
availability.
23.6. All materials, equipment and goods imported under this contract,
Exempt from duties in case of their sale in the territory of the RAA if:
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23.6.1. They were sold to companies or companies belonging to the Ministry of Oil and
natural resources.
23.6.2. The contractor gave way to the materials, equipment and goods of the Company.
23.6.3. They were sold to any other party with similar benefits.
23.7. Materials, equipment and goods that have been damaged or used and not
subject to further use and determined by the Contractor and / or the Company as
scrap or wastes (if such an assessment was made by the Contractor, then it must obtain consent
The company, if the Joint Company conducts such an assessment, it must receive
consent of the Company and the Contractor without the need for the consent of the other party) may be
sold as scrap or waste without payment of customs duties or taxes or any other
tax burdens on the part of the Contractor, the Joint Company or its contractors
or subcontractors.
23.8. In the case of a sale pursuant to paragraphs 23-5 and 23-7 above, the income from
This sale is divided as follows: The contractor is entitled to receive an amount that
will lead to a reduction in the amount of reimbursement of expenses that it has not yet received, if such
expenses exist, and which the contractor has the right to reimburse according to this
contract. In the event that the Contractor does not have the costs to be reimbursed, the income from
sale is transferred to the Joint Company completely.
23.9. The term "customs duties" used in this provision includes all
taxes, duties, encumbrances or any other monetary costs of any kind that
can be accrued for the import of materials or the items mentioned above, excluding
The expenses necessary to pay to the Government for actually rendered services.
23.10. The Contractor and the Joint Venture do not need any coordination or other
permits of any kind, and also receive the right not to pay any duties, taxes,
encumbrances or any other monetary or tax expenses related to export
fuel from the ATS under this contract.
Regulation 24 - Settlement books: Settlements and payments
24.1. The Company, the Contractor and the Joint Company store payment books in their work offices in
ATS according to the calculation system specified in annex ....... and generally accepted and used
system of settlements in world oil production, and also store other books and necessary
records for clarifying the work performed under this contract, including the number and
quality of produced and stored fuel under this contract. Contractor and
The Operating Company maintains its books and records in US dollars. Joint Company
provides the Government or its representative with monthly data that reflects
The average level of an approximate daily produced and stored fuel according to
this contract. The data are processed according to the form defined by the government or
its representative, which is signed by the Chairman of the Board of Directors and the General
Director or Deputy Director General or their authorized representatives, and
are transferred to the Government or its representatives within 30 days, following the end
month, which includes data.
24.2. The aforementioned books of calculations and other books and records mentioned earlier must be on
English and ready to be tested at any reasonable time after the notice of verification
by authorized representatives of the government.
24.3. The Joint Company shall submit to the Contractor and the Company a statement of profit and loss of each
calendar year, not later than March 15 of the next calendar year, in which the
its net profit or losses from oil operations in the relevant calendar year,
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according to this contract. At the same time, the Contractor shall submit to the Company a report on the
final budget of the same calendar year.
Regulation 25: Records, reports and verifications:
25.1. For the duration of this contract, the Joint Company constantly prepares and stores
records containing detailed and continuous information about the current operations in the district
under this contract, and also sends to the Government or its representative, according to
local legislation in force or in accordance with law, compliance with
which the Government requires in reasonable measure, information and data related to its
The current operations in the ATS under this contract.
25.2. The Joint Company shall keep a part of each soil sample for a reasonable period of time with a view to their
use of, with the permission of the government or its representative or their transfer
government way determined by the government itself. All samples of the Joint
Companies that it receives for its needs are tested at any time
The Government or its representative. The samples mentioned above, and which the Joint
The company kept for 12 months, and because of which it did not receive
orders for transfer to the Government, its representative or any other party,
can be used by the Joint Company at its discretion. Joint Company
undertakes to provide the Government or its representative with detailed copies of the results
analysis of samples as they become available.
25.3. In case of export of any stony sample outside the ATS, the Company, as a representative
Governments, should obtain an analogue of this sample in size and type, if
The company did not agree to the above.
25.4. Technical records can not be exported without the Company's permission. However, exports
magnetic films and any other data carriers for research or analysis for
ATS boundary is possible if the original data or its exact copy is kept in
ATS, with the condition that the exported data will be returned to the RAA, as they are considered
property of the Company.
25.5. The Joint Company allows the Contractor and / or the Company, under its responsibility,
to enter, through their representatives or authorized employees, to all parts of the district, in
any reasonable time. Representatives or authorized employees have the right
to monitor the actual operations, as well as to check all assets, records and data,
kept by the Joint Venture. A representative of the Company performing his work,
under this provision, should not prevent the execution of operations or their
to hold up. The Joint Company is obliged to inform the Company's representatives
and / or the Contractor on the safety measures and regulations established at the field, and
about any danger or implicit risk known to the Joint Company. Representatives of
The Company and / or the Contractor confirm their knowledge in writing
application, mentioning the above risks, this confirmation is considered a condition to their
admission to the deposit. The Joint Company provides representatives of the Company
and / or the Contractor the same admission regime as for employees working for the
field, and also provides them with a free suitable place for the office
and furnished housing for the duration of their work in the field to facilitate implementation
conditions of this provision.
25.6. The joint company provides the Company and the Contractor with copies of all technical reports
by area (including geological and geophysical reports, measurements, recording of wells,
current tests of samples, as well as all information and transcripts relating to
mentioned above). This information is provided for illustration only and not for
should lead to a restrictive interpretation of this paragraph.
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25.7. All these reports and information are strictly confidential. The Company or the Contractor does not
have the right to disclose them without the consent of the other party, and in the case of such consent
information can be disclosed only to subsidiaries that are managed
carries out the Ministry of Oil and Natural Resources. In turn, the Ministry
Oil and Natural Resources has no right to disclose the data without the consent of the Contractor and
Companies, and the contractor without the consent of the Government and only its subsidiaries or
their successors, or technical advisers and experts or banks, or
financial organizations from which the Contractor receives funding or
receive funding (a prerequisite is confidentiality
mentioned above) or within the limits determined by the exchange on which the shares are traded
company or on which any company that is a part of the Contractor or a subsidiary
the company of any company from which the Contractor is composed, is preparing to place its
shares for trading during the validity of this Contract.
Regulation 26 - Liability for Damage and Insurance
26.1. The Contractor is solely liable under the law for any damage caused
"Operations for the release and security", which is performed by the Contractor.
He is also obliged to compensate the Government for all the damage caused by the data
operations.
26.2. The Contractor fulfills its obligations under this Contract, in good faith,
neatly and professionally, but his responsibility to the Company or the Government for
any damage or loss will harm the Company as a result of the Contractor's performance
of these obligations or their non-fulfillment is limited to cases of a large error with
Contractor's responsibilities and this liability only applies to the
the fulfillment of the obligation is correct.
26.3. In order to avoid any misunderstandings, the Contractor is in any case responsible
for consequent losses and indirect losses, including losses in production or profits.
26.4. A joint company develops a plan to ensure the performance of its operations
according to the given contract, and also concludes contracts on insurance of the activity.
This insurance covers various types of danger, according to the world practice
production of oil, including damage that can be caused to equipment and machinery,
liability to third parties, as well as expenses for a well explosion, debris analysis,
occurred in the investigation of the explosion and similar situations. These cases are listed only
for example and should not lead to a restrictive interpretation of this paragraph.
The joint company makes every effort to ensure that the subcontractors have the proper
insurance against risks in each of its contracts.
Regulation 27 - Special Representative of the Government
27.1. Authorized representatives of the Government have the right to enter the Area specified in the
This contract and the area of ​​operations. They also have the right to check books, records and
data of the Company, the Contractor and the Joint Venture, and to conduct reasonable
number of tests, tests for the performance of this Contract. To fulfill their
they have the right to use the Contractor's equipment and instruments and
Joint venture within reasonable limits (with the condition that such use does not lead to
directly or indirectly to the danger or did not interfere with the operations specified in this
Contract). The Government will compensate the Contractor or the Joint Venture for
loss as a result of improper use of equipment and devices. Representatives and
employees of the Contractor and the Joint Company provide the necessary assistance
representatives of the Government in such a way that their activities do not lead to danger
or to non-standard situations. The joint company undertakes to notify the representatives
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The government officially on the rules of conduct at the facility. It also undertakes to inform
representatives of the Government of any implied dangers or risks known
Contractor or Joint Venture, based on the situation.
27.2. Representatives of the Government must confirm in writing that they are
the above procedure, and their knowledge is a condition for their admission to the place
operation. The joint company gives representatives of the Government the
The same mode of operation as for its employees is free of charge, and also provides office and
time of their work in the field to simplify the implementation of the objectives of this provision.
Confidentiality of all received data, according to the provisions of this provision,
is observed by the representatives of the Government during the whole term of this
The contract and the confidentiality regime can not be removed from the information except by
written consent of the Company or the Contractor.
Regulation 28 - The right to use and train personnel - citizens of the CAP
28.1. The Parties shall make every effort to ensure that the operations specified in this contract are carried out
qualitatively and in accordance with accepted management standards. Based on this
The Government agrees with the following:
28.1.1. Foreign workers from administrative and engineering personnel
Contractor and working in a joint company or directed to work in the Joint
companies under this provision, as well as employees of their contractors or their
subcontractors participating in the implementation of operations under this
when applying for a residence permit, according to the Legislative
Decree No. 29 of 1970, taking into account changes and additions to it, as well as applications for
obtaining a work permit for a foreign citizen, according to the decisions of the Ministry of Internal Affairs,
The company makes every effort to obtain a permit within 3 months from the date
application. A residence permit or a work permit is available for all time
work or referral of a foreign worker to Syria.
28.1.2. Syrian Pounds are paid at least 25% of the total amount of payments and salaries
foreign workers, both administrative and engineering, who work
from the Contractor and the Joint Venture. These employees are entitled to
the final return to their homeland for US dollars or any other
convertible currency, unused portion of the Syrian Pounds, which exceeds 25%
their salaries.
28.2. The Contractor and the Joint Company appoint their employees for their operations. For
Each operation specified in this Contract determines the required quantity
employees, including for operations during and after the release period.
28.3. The Contractor, following discussions with the Company, prepares and executes a special
training for all its employees - citizens of the RAA who perform operations,
specified in this Contract, with regard to applied issues of oil production.
The Contractor and the Joint Venture undertake to gradually replace their foreign
employees, especially in the administrative and technical spheres, qualified
employees - citizens of the RAA, as they are received.
28.4. The contractor annually allocates an amount of $ 50,000 as a "budget for
training ", for internal and external training of the Company's employees, as well as for
To the centers of improvement of professional skill in sphere neti and gas for all time of action of the given
The contract is from the beginning of the calendar year, which follows the start date of the contract. For
use of the training budget. The Contractor shall cooperate with the Company in
providing a worthy of the Company's employees a chance to visit and participate in the
training programs in the field of exploration, development, as well as in technical, financial,
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legal fields relating to oil that the Contractor or its subsidiaries provide
companies or third parties approved by the Contractor and the Company. Unless otherwise specified in the
other provisions of the contract, the cost of the training budget, are not considered to be
compensation, but the Company has the right to demand payment of the amount allocated for training
directly for the implementation of the training program. The amount paid to her is not included in the
costs to be reimbursed.
28.5. The contractor is not obliged to spend more than allocated in the budget for training programs, but
In case he did not spend the amount allocated in the budget for the training program
completely in any calendar year, then the budget for training the next calendar
year increases by the unextended part. Unpaid since last calendar year, as
this is stated in this provision, is not considered to be recoverable, but in
If any costs exceed $ 50,000 in the training budget,
the amount of excess shall be reimbursed to the Contractor.
Regulation 29 - Syrian ATS and products of local origin
29.1. The Contractor or the Operating Company and its contractors shall follow the following,
according to the situation:
29.1.1. Prioritize local contractors if their prices and the level of implementation
are correlated with prices and the world level of performance of the work to be performed.
29.1.2. give priority to materials produced in the RAA, as well as equipment, instruments,
consumer goods, if they meet in their technical and quality
characteristics, as well as the time of delivery and maintenance (including the provision of services
and spare parts) in front of materials, equipment, devices and consumer goods on
the world market, but in cases where the import of materials, equipment, instruments and
consumer goods occurs for the performance of operations under this Agreement and
if their local prices are higher by 15% than the price of imported analogues before adding
customs duties, but after deducting the costs of transportation and insurance.
Regulation 30 - Rules and Regulations
30.1. The Contractor and the Joint Venture follow all the rules and regulations applicable to
local level and operating in the RAA, however the Contractor and the
subject to any laws, regulations or amendments that are inconsistent with the
the provisions of this Contract or do not correspond to them or their spirit.
30.2. The joint company observes the laws in force in the UAR, as well as its administrative
division, as far as taxes, fees, duties and other financial deductions from revenue are concerned
and profits or that use revenue and profits as a charging basis (in
further they are called taxes on revenue in the RAA). The Contractor does not pay any
The type of taxes or duties on all received reimbursement of expenses incurred as well as
Joint company. The contractor complies with the requirement of data
the purposes of calculating taxes, maintaining records and records, access to which are
Authorized persons, except cases contradicting this Contract.
30.3. In spite of any provision contrary to this Contract, the Contractor shall have
right for revenue tax purposes in the RAA, to reduce all costs and expenses that it incurred
near.
30.4. The joint company is responsible, pays and pays on behalf of the Contractor
all taxes on revenue in the RAA, and also protects the Contractor from any additional
taxes in the RAA or from any additional amounts payable under the laws of the RAA
(including fines for violations not committed by the contractor) of the amounts that
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The company received from the sale of its share of fuel or from the way it ordered it
in another way.
30.5. A joint company has the right to calculate revenue taxes in the RAA to reduce
reimbursed costs by the Contractor in the RAA.
30.6. The Company and any company of which the Contractor is a member are exempt from all taxes in
from taxes on extraction, production, export or transportation of fuel, according to
this Agreement. Any company of which the Contractor is a member is exempted from any non-
no tax on capital, if such a tax exists. Contractor and holders of shares (stakes)
The contractor is exempt from all taxes, fees and duties in relation to interest
profits on shares, as well as other profits that they receive from current activities,
in accordance with this Contract. Any company from which the Contractor is a member is not charged
any tax or duty or fee, in relation to income, interest and other
profit, which relates to loans, services provided or sold
property of the Contractor outside the RAA, or it relates to registration fees,
taxes, levies or documents signed outside the ATS in respect of
activities specified in this Contract.
30.7. The provisions of this Contract govern the rights and obligations of the Company, the Contractor and
Joint Venture, specified in this Contract, throughout the entire Contract.
These rights and obligations under the Contract are fulfilled in accordance with the provisions of
This Contract is not subject to change or adjustment without a general agreement
between the parties.
30.8. The contractors and subcontractors of the contractor and the Joint Company are subject to special
provisions of this contract, and adhere to all laws and regulations with
taking into account the changes applied at the local level, in that which does not contradict the present
Contract.
30.9. Principles of Sovereignty and National Security of the RAA, specified in the laws and
regulation, applied at the local level, must be observed by the Contractor during the
operations in the territory of the RAA.
Regulation 31 - Right of Takeover
31.1. In the case of a national disaster because of the war, or in the event of the assumption of the outbreak of war or
for internal reasons, the Government has the right to receive all produced in the area
oil or a part thereof in accordance with this Contract. Also in these cases, the Government has
the right to compel the Contractor and the Company to increase production to the maximum level.
The government also has the right to take control of the oil field, and, if necessary,
objects related to it.
31.2. In any case, the above actions are performed only after the transfer of the Company and
The Contractor or their representatives shall give written notice and hear their opinions.
31.3. The absorption of production is made by the decree of the Minister, and taking under the control of the oil
field or any related objects by issuing a state decree, through
which the Company and the Contractor receive an official notification.
31.4. In the event that the takeover was committed in the manner specified above, the Government
undertakes to reimburse the Company and the Contractor for all losses for the entire takeover period:
31.4.1. all damage caused by these actions. However, all damage caused by the enemy is not
is included in the compensable damage, according to this provision.
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31.4.2. The government pays tranches every calendar month, giving the full cost
produced by the Government of fuel, minus the Government's Rights.
31.5. The share of the Contractor specified in this provision is paid in US dollars or in any
other foreign currency and to any account in the bank specified by the Contractor, not later than 20 days
from the moment the invoice is submitted by the Contractor. Also the price of the received fuel is counted.
Regulation 32 - Assignment of rights
32.1. The Company or the Contractor shall not be entitled to refuse in favor of any person, company or
corporations that are not parties to this Contract, from all or part of their rights,
privileges, duties or obligations, as they are specified in this Contract or from a share in the
A joint company without the written consent of the Government. However, each
company or any company of which the Contractor is a member and without obtaining
written permission of the Government has the right to waive its rights, benefits,
obligations and obligations under this Contract in favor of each other or in favor of
subsidiaries, with the condition that the companies of which the Contractor is composed, must be
suitable for the performance of the corresponding obligations. If a company does not
can fulfill these obligations, then in her favor can not be denied without permission
Governments and without the company being suitable for fulfilling duties
the declining person as regards its technical, financial capabilities. When
refusal in favor of one of the subsidiaries, the declining person remains "always"
responsible together with the person in favor of whom it refused.
32.2. If the Company, or any company of which the Contractor is a member, wishes to refuse
from all or some of their rights, benefits, obligations or obligations specified in
This Contract or from any Delhi in the Joint Venture, as it was mentioned
earlier, in granting the written consent of the Government to the waiver of rights, if
it is necessary in accordance with the provisions of this provision, should not be refused without
an important reason. In order for any request to be satisfied, it must
meet the following requirements:
32.2.1. The Contractor shall not violate any of its main obligations specified in
This Contract as of the date of submission of the request.
32.2.2. The person or persons for whom refusal is refused must provide the Government
reasonable evidence of their financial and technical viability.
32.2.3. The draft government's consent to waive the law should include provisions,
which accurately determine that the person in whose favor the refusal is observed complies with all
obligations, specified in this Contract, as well as all additions and changes that
were entered in writing in this Contract at the appropriate time. Draft consent
is transferred to the Government for its study and its adoption prior to its official extradition.
32.3. Every agreement to waive a right in which the Company or the Contractor waives any right,
any of its rights, privileges, obligations or obligations under this Contract shall
be submitted to the government no later than 30 days before the date of the government's consent to
waiver of rights, and in the event that the consent of the Government is not necessary, then within 30 days,
following the signing of an appropriate waiver of rights.
32.4. Any refusal, pursuant to the provisions of this provision, including waiver of
the Company or the Contractor in the Joint Venture shall not be subject to any
duties on transfer or any other taxes or fees.
Regulation 33 - Violation of the contract and right to revoke
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33.1. The Government has the right to cancel this Contract by the State Decree, if
Contractor:
33.1.1. deliberately provided the Government with incorrect information that played a key
role in signing this Contract.
33.1.2. refused his rights arising from this Contract, in an order not corresponding
to the provision 32 of this Contract
33.1.3. announced his bankruptcy, according to a decision issued by a special court.
33.1.4. did not comply with any final judicial decision issued under the judicial
procedures that corresponded to the provisions of regulation 35.1.1.
33.1.5. deliberately provided the Government with false information whether the release data
any field and ensuring its security.
33.1.6. intentionally mined without any government license any mineral resources, except for
hydrocarbons, the extraction of which this contract does not allow, excluding mineral
resources, the extraction of which is assumed on the basis of the agreed
hydrocarbon technology in the world oil production practice. In this case
The Contractor shall immediately notify the Government or its representative.
33.2. The cancellation occurs without violating the mutual rights of the Government, the Contractor and
Companies, according to the provisions of this Treaty. In the event of cancellation, the Contractor
has the right to take out of the area all its property, after payment to the Government of all
debts, including compensation for any damage caused by cancellation.
33.3. If the Government has determined that there is a reason for cancellation of this
Contract (not counting the force majeure specified in regulation 34 of this Contract)
The Government in writing, in an official legal form, notifies the Contractor at its
address in Syria and make sure that the Contractor or one of its representatives
received this notice for the removal of this ground or
within 90 days.
33.4. If the ground was not eliminated after 90 days, which were the period
notice, this Contract may be immediately revoked by the State
Decree as it was stated above. In case this basis or its non-elimination
or non-elimination of the situation was the result of an act or refusal to commit an action with
Contractor, or any other company of which the Contractor is a member,
the cancellation of this Contract relates only to the relevant party and does not apply
other parties to this Contract.
Regulation 34 - Force Majeure
34.1. The Contractor and the Company, together or one of them, are exempt from any obligation,
specified in this Contract, as well as from liability for delay in performance
obligations, in the event that the default or delay was the result of
force majeure within the limits established by force majeure. The period during which it lasted
delay or default, is added to the period necessary for
correction of any damage that arose during a given period, to a period
defined in this contract for the performance of this obligation or any
other obligation and the term of this Contract, with the proviso that this applies
only in relation to the area or part of the area affected by force majeure.
34.2. The term force majeure means in this provision any event or system or decree
Government, published in the form of law or in any other form or any other
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circumstances of force majeure, or disobedience, disobedience, robbery, war (as
declared or undeclared), strike, strike, fire, flood or re-take
under the control of deposits by terrorists and armed formations, despite everything
efforts undertaken by the Contractor to ensure security or any other
an error that is not a mistake or an oversight of the Company or the Contractor or anyone
of them, whether it is similar or dissimilar to what was mentioned earlier on the condition that any
The reason for these could not be prevented by the Company and the Contractor or by anyone
of them.
34.3. Not excluding the above and if the provisions of this Contract do not contain otherwise,
The government does not bear any responsibility in any form before the Company and
By the Contractor or before any of them for any damage or loss or restriction,
which occurred due to force majeure, mentioned above, excluding force majeure, which happened on
with the approval of the Government, whether this force majeure took the form of a law or any
another kind.
34.4. If the force majeure occurred during the release and lasted exactly one year, the Contractor
has the opportunity to waive its obligations specified in this Contract,
in writing notifying the Government and the Company of its decision 90 days before the date that
it defines as the date of termination of obligations. In this case, the Contractor does not bear any obligation,
any additional liability.
Regulation 35 - Disputes and Arbitration
35.1. The agreed parties assess their relations under this Contract on the basis of
conscientiousness and reasonableness and from what will lead to satisfaction of common interests
all parties, according to the principles of work in the field of oil production.
35.2. Any dispute or disagreement is a requirement that may arise between the Government,
Contractor and the Joint Venture and relating to the interpretation of this contract, its
application or execution is resolved peacefully or sent to the
specializing courts of the RAA for permission.
35.3. Any other dispute between the contractor and the Company (excluding disputes related to
The government) is solved by peaceful means or is sent to international arbitration,
according to English laws.
35.4. Except those provisions in this Contract, for the solution of which an expert is involved,
any dispute or disagreement or claim that arises between the Contractor and
The Company, as regards this Contract, is ultimately settled by arbitration,
which includes three arbitrators in Geneva, Switzerland, in accordance with the rules of UNCITRAL /
35.5. Either party has the right to notify the other party of his desire to refer the dispute to the court
and the fact that this party (hereinafter the first party) determined the judge, mentioning his name in this
notification, and the other party (hereinafter referred to as the second party) notifies the first party in writing and
within 30 days from the receipt of her notification of the judge whom she chose.
35.6. In the event that the second party did not determine the judge, as indicated above, the first party
has the right to demand from the court secretary of the Permanent Court of Arbitration in The Hague, Holland
appoint a judge on his behalf.
35.7. Both judges select a third judge within 30 days. If the judges could not choose, then
the third judge is appointed secretary of the Permanent Court of Arbitration in The Hague, Holland,
based on the request of either party.
35.8. The third judge should not be a citizen of the RAA or any other country in which
organized by one of the companies of which the Contractor is composed, but it must be
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citizen of the country having diplomatic relations with the RAA and with countries in which
the companies of which the Contractor is organized. Also, the third judge should not
be economic interests in the field of fuel in the RAA or related to the parties,
signed the Contract with their successors or with those in whose favor they renounced the rights.
35.9. Parties and the Government must provide the refereeing committee with full cooperation (including
including access to the place of oil operations) to obtain any information necessary for
objective consideration of the dispute. The absence or non-appearance of any party to the court is not
leads to the cancellation or suspension of judicial actions at any stage or in any of the
them.
35.10. During the conduct of the court proceedings and until the court decision, the operations and
The activities that led to the trial should not be stopped. If the decision was in
the plaintiff's benefit, he can include in it compensation for the damage that was inflicted on him.
35.11. The parties agree that the decision made by the judicial committee as regards
submitted to the court of disagreement, is the only and exclusive legal
decision on any claims or counterclaims referred to
consideration of the judicial committee. Neither party has the right to appeal
decision or challenge its binding force for any reasons.
35.12. Provisions concerning the court in this Contract remain valid, in spite of
termination of this Contract.
Regulation 36 - Status of the parties
36.1. Rights, duties, obligations and liabilities related to the Company and the Contractor in
This Contract and the Joint Venture shall not be deemed to be joint or joint. Of
This Contract follows that it can not be interpreted as a Contract that leads to
creation of a partnership, joint stock company or a joint company.
36.2. The Contractor and each company of which the Contractor is a member
in respect of its legal status, the grounds, organization,
creation, internal regulations, ownership interests and ownership. Shares of the Contractor and each
company of which the Contractor is a member and which it owns outside the ATS is prohibited to
trade in ATS, as well as IPO in the RAA.
Regulation 37 - General Provisions
37.1. Despite any violation of the provision, the Government has the right to apply the law
pre-emptive purchase in whole or in part for fuel that belongs to
Company or Contractor. In this case, the Government fully pays for the cost
fuel, the right to preferential purchase in respect of which it applied,
Company and the Contractor for the entire period in which it applied its right, that is, each
calendar month.
37.2. Government The Company and the Contractor sign an agreement for the necessary procedures,
to determine the cost of fuel in respect of which the Government applied the law
pre-emptive purchase. The contractor receives payments monthly in US dollars or
any other currency that he transfers abroad within a period of not more than 20 days from the moment
receipt. The price at which the Contractor is paid for the specified fuel is determined
provisions of this contract.
37.3. The headings and subtitles specified in each provision of this contract were introduced
for the parties to understand the contract and can not be used for interpretation
these provisions or their interpretation.
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37.4. In the case of fuel spreading outside the Area to one or more neighboring areas,
which belong to the Joint Venture, the Company or the Contractor or one of
subcontractors or more, or if this area is considered an "open area" then
interested parties should come together and work out an agreement under the chairmanship of the
joint company and for the best evaluation of this fuel and develop an agreement for
development of fuel, its production and storage jointly and in case of the possibility of transportation
fuel from the place of its concentration, and also reach an agreement on the method of distribution
costs and revenues according to fair distribution. Any agreement to which
came the parties, must obtain the consent of the Minister.
37.5. The parties agree that if the US dollar is specified in this Contract and its annexes, then
this is also considered an indication of "amounts in EURO" (or amounts in any convertible
foreign currency, to which the Company will agree). Thus, any payment or
transfer or calculation under this contract must comply with its terms, where
You can use the Euro (or any other convertible foreign currency) as a substitute
of the US dollar. The use of the Euro (or any other foreign convertible currency)
occurs according to the price indicated by the European Central Bank on the last business day
calendar month, which precedes the calendar month in which the
payment or transfer or counting.
Regulation 38 - Property for assets
38.1. The company becomes the owner of all the assets that it bought and received into ownership
Contractor or a Joint Venture to carry out the development of gas or oil and their
production, and which is performed by the Contractor or the Operating Company on behalf of
Company and Contractor and in their favor, according to the following:
38.1.1. The lands purchased by the Joint Venture become the property of the Joint
companies as soon as they were bought. The costs of purchasing these lands are reimbursed
To the Contractor.
38.1.2. Ownership of assets, movable and immovable, passes gradually and
"Automatically" from the Contractor or the Joint Company of the Company, when its costs
are subject to reimbursement. Transfer of ownership of movable and immovable assets from
Contractor to the Company passes only at the end of the year, in which the Contractor fully
reimburse all of its expenses, in accordance with the provisions of this Contract or on the date of expiration
term of the Contract, whichever is the sooner.
38.1.3. The Contractor notifies the Company or the Joint Company notifies the Company and
Contractor for 45 days before the end of each calendar quarter of the book value
assets that were updated during each calendar quarter.
38.2. During the validity of this Agreement and for the time of any extension thereof, the Contractor,
The joint company is entitled to use in the area to which it is distributed
Contract or in any other area determined by the Company of all movable and
immovable assets. The Contractor and the Company use these assets only with the consent of
the other side.
Regulation 39 - Arabic and Russian texts
The Arabic text of this contract is the basis for its interpretation and interpretation in the courts
CAP. At the same time, in case of a dispute between the Company and the Contractor,
Regulation 35 of this Contract, as well as for daily management and other
communications between the Company and the Contractor, both Russian and Arabic
for the interpretation of this Contract, its interpretation. Both texts have equal power.
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Regulation 40 - Ratification:
40.1. This Contract is not mandatory for any party, if it was not
The law published in the official publication of the RAA was published. Harmonization and ratification
The provisions of this Contract give them the force of law, despite any other
Governmental and Legislative Decrees acting in the RAA and contradicting
provisions of this Contract.
40.2. Claiming all that was mentioned above, the parties signed each and every one that touches it in
This Contract, drawn up in both languages ​​at the said date at the beginning of the Contract.
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