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  2. Page 1
  3. Contract
  4. for the liberation of territories, the restoration
  5. infrastructure, oil and gas production
  6. between the Government of the RAA and the General
  7. Petroleum Corporation and Euro company
  8. Policy.
  9. 1
  11. Page 2
  12. Between:
  13. - Syrian Arab Republic;
  14. - The Syrian Oil Company and the Syrian Gas Company (General Petroleum
  15. Corporation).
  16. - The company Euro Polis (Euro Polis), a company registered under the law of the Russian Federation,
  17. registered in the Unified State Register of Legal Entities under the number
  18. 1165024055613 July 13, 2016, represented by the General Director Mr. _____________________,
  19. having a foreign passport issued by the Russian Federation under No. ____________, from
  20. "_____" ____________ _____ year, registered at:
  21. __________________________.
  22. This contract was signed "____" ____________ ______ year between the Syrian Arab
  23. Republic (hereinafter - the Government) and between the General Petroleum Corporation, the legal
  24. by a person created under legislative decree No. ____ from "____" ___________ _____ year (hereinafter -
  25. Corporation) represented by General Director Ali Abbas, which includes the Syrian
  26. The Oil Company, a legal entity created under Legislative Decree No. 9 of 1974
  27. year and the Syrian Gas Company, a legal entity created under the legislative
  28. Decree No. 50 of "___" __________ ____ years (each of which is hereinafter referred to as the Company) and
  29. the company Euro Polis, established under the law of the Russian Federation (hereinafter - the Contractor)
  30. This contract determines the following:
  31. According to the first provision of Law No. 7 of 1953, the state owns all natural
  32. resources located in the territory of the RAA, both above the ground and underground, as well as in the
  33. territorial waters of the ATS.
  34. Since the Syrian Oil Company in accordance with Legislative Decree No. 9 of 1974
  35. have the right to conduct all types of work aimed at exploration of oil reserves in the country, including
  36. including geological exploration, development and production.
  37. As the Syrian Gas Company under Decree No. 50 of 2003 has the right
  38. carry out all kinds of work aimed at the development, transportation and sale of natural gas.
  39. Taking into account that the Contractor wishes to undertake the duty to release
  40. territory of oil and gas fields, as well as other territories within the Syrian Arab
  41. The Republics defined in Appendices A and B of this Contract, and then develop
  42. deposits of oil and / or gas, carry out the extraction of minerals, their processing,
  43. transportation, storage and sale together with the Company,
  44. For these purposes, the Contractor assumes all obligations and has all the rights specified in
  45. This contract, being a contractor of the Company in accordance with the terms of this Contract.
  46. Since the RAA accepted this proposal and appointed the Minister of Oil and Natural Resources
  47. resources for the conclusion of the Contract with the Corporation / Company and the Contractor for the implementation
  48. specified in the present Contract of activity.
  49. The parties agreed on the following:
  50. 2
  52. Page 3
  53. Regulation 1 - The objectives of the contract
  54. 1.1.
  55. In pursuance of the intentions of the parties to release, ensure security,
  56. reconstruction of infrastructure, extraction of minerals, their processing,
  57. transportation, storage and sale, in territories under the control of the armed
  58. formation in the RAA, the RAA, the Company and the Contractor agreed to work together on
  59. liberation, reconstruction of infrastructure, extraction, processing, transportation,
  60. storage and sale of natural resources, in accordance with the provisions of this contract.
  61. 1.2.
  62. The Contractor undertakes to release and provide to the Government and the Company
  63. Security, including the following duties:
  64. 1.2.1. Release the territories defined and described in Appendix A and indicated in the schemes in
  65. Annex B, and ensure their safety;
  66. 1.3. The Company and the Government undertake to the Contractor:
  67. 1.3.1. To reconstruct, repair (directly, through the Joint Venture or
  68. Subcontractor) gas and oil fields, pipelines, oil and gas storages,
  69. as well as gas processing plants, to restore the extraction of natural resources
  70. Ensure the import of necessary equipment and materials for reconstruction by efforts
  71. The Joint Company, which is engaged in the extraction of oil and / or gas, their transportation,
  72. processing, storage and sale, as well as management of gas plants.
  73. 1.3.2. Transfer to the Contractor for free use Infrastructure of deposits for the whole
  74. the term of this Contract.
  75. 1.3.3. Ensure the launch of the operation of the Deposits (extraction of Natural Resources on a permanent basis
  76. basis) and Plants to ensure the regular supply of Natural Resources to
  77. Syria and / or Syrian ports.
  78. Regulation 2 - Definitions
  79. The following definitions are used in this Contract, except when
  80. another directly follows from the provisions of the Contract:
  81. 2.1. "Natural Resources": oil, natural gas, gas condensate, and related
  82. natural resources or minerals.
  83. 2.2. "Operations": extraction, processing, transportation, storage and sale of natural
  84. resources.
  85. 2.3. "Zavod": gas processing plant (the plant where the gas is dried, its
  86. processing for constituent elements, including methane, butane, propane, gas condensate,
  87. liquefied fuel gas, etc.) and / or oil refinery.
  88. 2.4. "Repository": a repository of natural resources.
  89. 2.5. "Infrastructure", "infrastructure facilities": any objects, buildings, structures, structures,
  90. in one way or another involved in operations with natural resources, as well as including, but not
  91. limited to: pipelines, factories, storage facilities, pumping stations, office buildings, etc.
  92. 2.6. "Settlement System" means the procedures and necessary calculations specified in Annex B,
  93. which is an integral part of this contract.
  94. 3
  96. Page 4
  97. 2.7. "Subsidiary companies": affiliated companies, parent companies, sister companies
  98. companies (companies with one parent company) either side of this
  99. contract.
  100. Explanation of the following definitions:
  101. 2.7.1. Affiliated company: A company that is more or less governed by one of the
  102. parties to this Contract.
  103. 2.7.2. Parent company: A company that more or less manages a party
  104. of this Contract.
  105. 2.7.3. Sister company: this is a company that is more dominated by the parent company
  106. company of any party to this Contract.
  107. 2.7.4. "A company that manages more": a company that owns shares
  108. directly or through other companies, giving it the right to control decisions
  109. managed company.
  110. 2.7.5. In addition, the term "subsidiary" means: an affiliated person, a parent
  111. company or sister company of any company that may be a party to the
  112. service contracts.
  113. 2.8. "Area": ​​deposits, collection points and infrastructure facilities for which
  114. The Contractor shall perform its duties under this contract in accordance with
  115. Annex A and the maps specified in Appendix B.
  116. 2.9. "Barrel": consists of 42 gallons, in accordance with the measurement system adopted in the US (that
  117. approximately equal to 158.984 liters) in a liquid form with a temperature of 60 degrees Fahrenheit (15
  118. degrees Celsius) under normal atmospheric pressure.
  119. 2.10. "Calendar month": the month according to the Gregorian calendar.
  120. 2.11. "Calendar Quarter": three consecutive months, which begin on January 1 or 1
  121. April 1 or July 1 or October 1 and consistently end on March 31 or June 30 or
  122. 30 September or 31 December.
  123. 2.12. "Calendar year": 12 calendar months according to the Gregorian calendar, which
  124. begins on January 1 and ends on December 31. Both dates defining the year denote
  125. a period of consecutive 12 calendar months.
  126. 2.13. "Start of work under the contract": the first day of the first calendar month that follows
  127. the day that the Contractor or the Joint Venture sent written
  128. notification under the provision of ________________.
  129. 2.14. "Contract": means the given contract, its applications and all entered into it or in them
  130. changes.
  131. 2.15. "Year of cost recovery": 12 consecutive calendar months beginning in the first
  132. day of the first calendar month that follows the start date of the work.
  133. 2.16. "Agreement on the sale of crude oil": means the agreement specified in Annex D,
  134. which is an integral part of this contract.
  135. 2.17. "Expenses for current activities": all direct and indirect costs, as they are indicated
  136. further, including those paid for and which are payable in the future by the Contractor for
  137. The Contract from the moment of the commencement of work under the Contract and until the last day of the Contract's operation,
  138. excluding the costs of the liberation of territories and the costs of ensuring their safety,
  139. 4
  141. Page 5
  142. expenses for special needs and compensated expenses for natural gas according to
  143. provisions ______________.
  144. Expenses for current activities include:
  145. 2.17.1. Expenses for employees: expenses for payments to employees directly exercising
  146. activities to extract natural resources and repair equipment (both Syrian and
  147. foreign workers who have a contract) including their salaries, bonuses, expenses
  148. on travel to a place of realization of labor activity and back and other expenses.
  149. 2.17.2. Total costs of the Contractor as defined in Appendix D to this
  150. contract.
  151. 2.17.3. Costs for the maintenance of ground infrastructure.
  152. 2.17.4. Costs for maintenance and maintenance of ground infrastructure facilities.
  153. 2.17.5. Expenses for materials (fuel, chemicals and oils, etc.)
  154. 2.17.6. Food.
  155. 2.17.7. Other services for which contracts were signed with subcontractors to ensure
  156. work of the ground infrastructure, its technical support, excluding the costs of special
  157. needs, which are determined further, and expenses for ____________________.
  158. Carrying out Charges for current activities is the right, and not the obligation of the Contractor. Neither
  159. one provision of this Contract shall not be interpreted in such a way that the contractor is obliged
  160. bear these costs.
  161. 2.18. "Customs fees": all fees, expenses, costs, taxes that are levied on imports and
  162. export and which must be paid as a result of the import or export of any
  163. products or materials (excluding taxes paid to the government for
  164. provided services).
  165. 2.19. "Day": a time interval starting at 00:00 (zero) and ending at 24:00 (twenty
  166. four), according to local time.
  167. 2.20. "Effective Date": the effective date of the legislative act, which is legalized
  168. this Contract, after its signing by the Government, the Company and the Contractor and after
  169. its publication in the official publication of the RAA.
  170. 2.21. "Export gas": gas, which is exported after leaving the factory.
  171. 2.22. "Approximate final costs of exemption": approximate costs,
  172. submitted by the Company's Contractor ____________________ (at some point),
  173. the minimum of which is ___________ million (_____________ US dollars).
  174. 2.23. "Natural gas", "gas": natural gas, both concomitant and non-concomitant, and all
  175. Other components of it that are not in a liquid state when extracted from
  176. wells or in the place of its separation from oil at a gas processing plant and
  177. produced from any well, as well as all other substances, except liquid hydrocarbons,
  178. located in it.
  179. 2.24. "Reimbursement of costs": any costs incurred by the Contractor for the liberation of the territory,
  180. ensuring their safety, extinguishing fires, restoring infrastructure.
  181. 2.25. "Parties": Government, Company, Contractor, and the term party means one
  182. party, including their successors.
  183. 5
  185. Page 6
  186. 2.26. "Plant products": gases and liquids obtained by processing natural gas, including
  187. number: methane, ethane, propane, butane and natural gasoline (what is it? - maybe this
  188. pure natural gas - methane ????) , as well as condensates and their mixtures, which are produced from
  189. natural gas through the process of separation (separation) of the liquid or through a process
  190. mechanical (chemical) gas separation. These substances are transferred to the Company or
  191. third party, since they are considered liquids and gases produced from natural
  192. gas, which include liquefied fuel gas (liquid gas for domestic use).
  193. use), stable or unstable gas condensate.
  194. 2.27. "Costs before the signing of the contract": all incurred or mandatory costs associated with
  195. operations for the release and security of any agreed territories
  196. oil and gas fields and which were completed (committed) by the contractor before
  197. signing of the Contract and were agreed in accordance with clause 2.25 ( what is this item ????
  198. Check the numbering !!!) . These costs should be reimbursed, as they relate to
  199. to costs subject to reimbursement in accordance with the provision of __________ this
  200. The contract. Expenses incurred before the signing of the contract are considered to be Capital
  201. costs, in accordance with the provisions of this Contract. Banking fee (that
  202. this ?????) is charged for all expenses incurred before the signing of the Contract from the date,
  203. when these costs were incurred, even if this date preceded the expiration date,
  204. specified in this contract.
  205. 2.28. "Works performed before the signing of the Contract": works performed by the Contractor or
  206. The documents to be executed by him, according to the Memorandum signed by the parties
  207. ____.____._____. or under any other arrangement between the parties that
  208. proceed from the said memorandum or any other agreement of the parties that
  209. proceed from the memorandum and agreed upon by the parties before signing this Contract.
  210. These works include the release of a group of deposits
  211. Hayan ______________________________________________________________________________
  212. _______________________________________________________ (FILL
  213. BEFORE
  214. SIGNATURES OF THE CONTACT) and the relevant gas processing plant,
  215. security, extinguishing fires, restoration of the infrastructure of deposits
  216. and the plant, as well as design and engineering work, including the initial ones. The
  217. works are listed for example, and should not lead to restrictive interpretation
  218. of this paragraph.
  219. 2.29. "Contractor": the company Euro Polis, who signed the contract.
  220. 2.30. "Foreign Contractor": any foreign contractor who is not a Syrian
  221. a legal entity located on an oil or gas field or a gas-oil-
  222. processing plant, under a contract that was approved by the law on the extraction and
  223. development of oil fields or the construction of a gas processing plant and
  224. management of it.
  225. 2.31. "Expenses for special needs": incurred costs after commencement of work relating to
  226. to the following:
  227. Who are they and why are we deducting it ???
  228. 2.31.1. operations to restore wells, for example the use of production columns.
  229. 2.31.2. operations to restore infrastructure.
  230. 2.31.3. any amounts or taxes paid to another Syrian transportation company
  231. crude oil (and / or gas) or another Syrian company operating in Syria on
  232. deposits or a factory.
  233. 6th
  235. Page 7
  236. Any sums or taxes paid for the use of land, the chamber for easements, use
  237. infrastructure, removal of liquid and solid waste, as well as payment of water and electricity.
  238. 2.32. "Liberation plans and budgets": an established plan and plans for spending on processes
  239. liberation of territories and security provided by the Government,
  240. The Contractor and the Company, in accordance with the provisions of this Contract.
  241. 2.33. "Finished fuel": the volume of daily production of fuel measured at the measuring point
  242. after the exclusion of royalties, in accordance with the provision 7 of this Contract. Finished fuel
  243. can be as well as finished crude oil or ready-made gas, depending on the
  244. resource deposits.
  245. Finished products: volumes of daily purified gas, products of its processing and purification;
  246. The volumes of refined oil and gas condensate extracted from the fields and transferred
  247. through the systems of oil and gas pipelines, recorded and fixed on commercial nodes
  248. accounting for the delivered (pumped) product ....
  249. Royalties - EXCLUDE !!!! We do not pay anything from taxes to the Syrian government.
  250. What is Regulation 7 ???????? Check the numbering ....
  251. 2.34. "Average daily production": the volume of fuel measured in barrels per
  252. every day and calculated at the end of each calendar year by dividing the total
  253. volume of fuel produced and stored at the measuring point during the previous
  254. calendar year by the number of days of the past year or by the number of days that
  255. follows the date of the first commercial production and which includes all
  256. the gap until the end of the year, based on the circumstances. The order of calculation is determined
  257. clause 7 of this contract.
  258. 2.35. "BOPD": the number of barrels of oil per day.
  259. 2.36. "BPD": one barrel per day, as well as barrels of oil per day, as well as gas processed in
  260. Barrels equal to oil (barrel is equal to oil), according to the provision ________
  261. It is not clear what is BPD ????? We will not transfer gas to barrels. Gas is sold in m 3 . Transfer
  262. no gas is needed in the barrel.
  263. It is better to remove this item altogether or achieve the exact wording! In this form - it is not needed.
  264. 2.37. "Budget": A certain budget for the implementation of the Plan for the Liberation and
  265. prepared by the Contractor, in accordance with regulation _____ or by the Joint Company pursuant to
  266. position ______.
  267. 2.38. "The cube. m ": the volume of gas that is equal to one cubic meter in its dry state at
  268. temperature 15 degrees Celsius and at a pressure of 1, 01325 bar.
  269. 2.39. "Liberation of the oil field" (oil field) : the liberation of the field from
  270. illegal armed groups, which the government considers terrorists and
  271. pushing them to a distance of at least _____ km. Thus, for the field to be in
  272. security against their shelling, missiles and shells;
  273. 2.40. "Fuel / Gas Reimbursement": all costs and expenses relating to exemption
  274. oil field (oil and gas fields) , ensuring its safety, restoration
  275. production (production) of oil, gas and related products, and processing of extracted
  276. raw materials at the oil and gas refineries of the factories, and all other
  277. 7th
  279. Page 8
  280. related transactions, which are subject to reimbursement, in accordance with clauses
  281. ________.
  282. My revision of paragraph 2.37. Fuel: gas, reimbursement of expenses: all costs and expenses relating to
  283. liberation of gas and gas condensate fields, ensuring their safety,
  284. recovery of gas production and related products;
  285. transportation of gas to the place of its processing, processing of gas, and all other
  286. these transactions, which are subject to reimbursement, in accordance with clauses ________.
  287. 2.41. "Fuel": any hydrocarbon that is produced in the Area and which is in liquid
  288. condition at the top of the well, or at the gas separation site, or a hydrocarbon recovered from
  289. gas or from the total gas from the packaging pipes. This definition also includes all
  290. condensates and distillates.
  291. "Petroleum Fuel": any hydrocarbon that is produced in the field and is located in the
  292. liquid state when it is extracted to the surface of the earth or a hydrocarbon obtained in
  293. process of processing and cleaning at the gas processing plant of natural gas,
  294. delivered through a gas pipeline from a gas field. This definition also includes
  295. all condensates and distillates.
  296. 2.42 "Liberation Date": the date on which the Minister in writing confirms the coordinates
  297. release in response to the Contractor's notice of the release and
  298. security, which he sends under the provision of ___________
  299. of this Contract or the date determined in accordance with clause ________________________
  300. To issue style.
  301. 2.43. "Date of production after release": the date following the seven days from the commencement date
  302. production of fuel / gas daily on an ongoing basis for commercial purposes with
  303. use of permanent infrastructure facilities in the field.
  304. To issue style. Not fully understood the meaning.
  305. 2.44. "Date of commencement of work at each field": date of commencement of production at each field
  306. deposit or plant.
  307. the date of commencement of work to ensure the extraction of resources at each field and the start of processing
  308. at an oil and gas refinery.
  309. Does this mean ??
  310. 2.45. "Test period": the period from the commencement (work) of production at the field or
  311. plant on a permanent basis until the expiration of seven days. What is seven days ??????
  312. 2.46. "Point of delivery": the point at which the shares of the parties in the extracted fuel are divided.
  313. This item is also a node of commercial accounting.
  314. Point of delivery: the point at which the raw materials are recorded. Or the point at which
  315. the products produced by processing the supplied
  316. raw materials. Clarify the meaning of the item and change.
  317. 8
  319. Page 9
  320. 2.47. "Development": all operations and actions according to the plan of liberation and the established budget
  321. in accordance with this Contract, including the following:
  322. 2.47.1. Drilling of wells or their backfilling or reinvestment in them, the establishment of shut-in
  323. valves, as well as inclined drilling, continued drilling and preparation for production
  324. wells that are located in the Area of ​​work. In addition, the change in position
  325. any well.
  326. 2.47.2. design, installation, assembly, start-up, maintenance, equipment repair
  327. oil and gas pipelines, roads and other infrastructure, as well as plumbing, electrical networks
  328. and other objects (including office premises, facilities designed for
  329. storage and port) as well as objects necessary to ensure production from the data
  330. wells, receiving fuel, exporting it to the domestic market, and
  331. injection, re-injection and other works, the costs of which are subject to
  332. reimbursement.
  333. 2.47.3. The use of the term "Development" in this Contract includes the process
  334. production as it is defined in this provision, as follows from its meaning. Verb
  335. "To develop" means to take action for development.
  336. The above operations and actions are for illustration only and should not lead to
  337. restrictive interpretation of this paragraph.
  338. 2.48. "Exemption and security": all actions that allow anew
  339. Under the control of the Government, the oil fields, and then provide them with
  340. security so that they are not subject to shelling or are not controlled
  341. terrorist organization or any other non-governmental organization under
  342. The exemption plan provided by the Contractor to other parties.
  343. 2.49. "Production": all types of operations for the production of fuel (oil products and gas) and
  344. well development management, oil and gas production, as well as related products
  345. fuel, storage, processing, primary preparation, transportation transportation,
  346. measurement, transmission, injection and re-injection, loading and any other kind
  347. the costs of which are subject to reimbursement as the Core Costs, and
  348. transportation, storage and any other necessary or auxiliary
  349. implementation of these operations.
  350. The verb "to produce" means to perform production operations.
  351. 2.50. "Qualified sale": sale of raw materials and finished products of fuel on a free
  352. market by the Company and the Contractor to other companies that are not affiliated with them
  353. in accordance with this Contract, as described in more detail in regulation 7.6.1 of this
  354. The contract.
  355. What's with point 7.6.1? did not find such an item.
  356. 2.51. "Royalties": the specified percentage of the Government, which is equal to 12.5% ​​and is fully described in
  357. position ___ for oil and position ___ for the gas of this Contract.
  358. 2.52. "Syrian Arab Republic": Syrian Arab Republic.
  359. 2.53. "Syria": according to international law the term "Syria" means the territory of the SAR, including
  360. including internal waters, territorial sea and bowels of these territories, as well as air
  361. the space above this territory over which Syria has sovereignty, as well as other
  362. water areas in which Syria has sovereignty for the purposes of exploration and
  363. conservation of natural resources.
  364. 9
  366. Page 10 10
  367. 2.54 "Tax Year": a period of 12 months according to the Gregorian calendar, which
  368. Begins from 1 January from end on 31 December including both dates. You must provide
  369. report or data on the tax year in accordance with the laws and
  370. taxation sphere, as well as other current laws in the ATS in the field of taxation
  371. on income and profits.
  372. 2.55. "Fiscal year": fiscal year, which starts from January 1 and ends with 31
  373. December, including both dates. inclusive both dates
  374. 2.56. "Gas": natural gas, as a concomitant gas and not accompanying it, and others
  375. components that are extracted from any well in the Area (in the field) , and
  376. all substances that are not hydrocarbons and are contained in this gas. This definition
  377. includes also residual gases after treatment.
  378. 2.57. "Gas reserves": the amount of gas, according to certain data, which are considered to be the most
  379. probable assumption of gas reserves that can be extracted without exceeding
  380. economic costs.
  381. 2.58. "Gas Sales Contract": a document including the Company, the Contractor being
  382. sellers of gas, a buyer of gas, the obligation of the parties in terms of sale and purchase
  383. produced, processed and supplied gas, as well as the products of its processing, according to
  384. the present Contract.
  385. 2.59. "Node of commercial accounting": means a place or place, at a production, production or
  386. next to him, on which the contract between the Company and the Contractor is executed.
  387. This item contains equipment and infrastructure suitable for all types of
  388. measurement of volume, tonnage and other measurements, as well as temperature, pressure
  389. and other regulation, determining the level of water and impurities and other
  390. compliance with the terms of this Measurement Contract for determining the
  391. for the sale of the volume of raw materials and finished products (excluding any lost or
  392. used in the volumes, as well as volumes burned at the top of the well and
  393. newly injected into the well) and which are mined, processed and stored in
  394. areas of operation of the accounting center . The unit of commercial accounting is also the point of delivery
  395. supplied raw materials and the point of delivery of finished products .
  396. 2.60. "Minister": Minister of Oil and Natural Resources of the Syrian Arab Republic.
  397. 2.61. "Risks in Release and Security": the risks presented by the Contractor,
  398. company and the Minister, after the Contractor has deemed that the territory is returned under
  399. The government's control is completely, protected and can not be captured or fired upon
  400. illegal armed units (as detailed in regulations 4 and
  401. 8 of this Contract).
  402. 2.62. "Joint company": the company is organized according to the basic charter specified in the
  403. Appendix № ___ of the present Contract and which will have the right to develop oil
  404. Fields, the features of which are indicated in the 6th position of this Contract.
  405. 2.63 "MCF": one thousand cubic feet in a standard measurement system ("SCF"). One
  406. The standard cubic foot is the required amount of gas to fill the volume of one
  407. cubic foot at atmospheric pressure of 16.65 pounds per square inch ("PSI") at
  408. subsoil temperature 60 degrees Fahrenheit.
  409. We will measure all gas measurements in cubic meters. In the feet of no measurements
  410. will not be held. If possible, this item should be deleted.
  411. 10
  413. Page 11
  414. 2.64. "Liquefied fuel gas": a mixture of propane and butane, since it is determined according to
  415. standards.
  416. 2.65. "Company": Syrian oil company or Syrian gas company based on
  417. context of the provisions of this Contract.
  418. These definitions, terms, concepts specified in this provision or as they are disclosed in
  419. any other provision of this Contract shall be used in the interpretation of this
  420. Contract and its annexes.
  421. Any of the above definitions is interpreted in accordance with this provision, outside
  422. depending on its writing in the Contract with an uppercase or lowercase letter.
  423. Regulation 3 - Appendices to the contract
  424. 3.1. Appendix A - includes description of groups of deposits (oil and gas fields),
  425. which are the subject of this Contract, which are exempted and security
  426. which is provided, on which infrastructure and production are restored.
  427. 3.2. Appendix B - includes a map of deposits and all plants.
  428. 3.3. Appendix B - includes a settlement system.
  429. 3.4. Appendix D - includes arrangements for the sale of crude oil and / or gas.
  430. 3.5. Appendix D - includes the main charter of the Joint Venture.
  431. 3.6. Appendix E - includes principles for the procurement of the Joint Venture.
  432. 3.7. Annex ___ - includes a draft security contract.
  433. 3.8. Annex ___ - includes ____
  434. The above annexes to this contract are an integral part of this
  435. Contract and have the same legal force as the provisions of this Contract. When
  436. There are contradictions between the provisions of this contract and the annexes, the text of the provisions
  437. The contract is prevalent.
  438. Provision 4 - Grant of rights and term
  439. 4.1. The Government and the Corporation grant the Contractor the exclusive right to exemption
  440. and ensuring the safety of oil deposits, in accordance with Annexes A and B, and then
  441. the right of the Joint Venture to restore infrastructure, develop fields and
  442. the beginning of oil production, as well as the development of gas fields, as well as the factories of Khayan and
  443. Al Shair and their deposits in accordance with the provisions, obligations and conditions of this
  444. The contract.
  445. 4.2. This contract is considered complete if no notification has been sent
  446. relief, ensuring the safety of the oil fields specified in Annex A to
  447. end _________ days from the expiration of this contract.
  448. 4.3. The Contractor undertakes to release, ensure the safety of each oil field or group
  449. oilfields determining the required level of field protection, as well as the degree of protection,
  450. which would allow the resumption of production, based on the submissions of the Contractor,
  451. that the security of the field is fully secured and thus illegal armed
  452. formations can not shell the oil field, re-occupy it or cause harm
  453. production. Also taken into account gas and oil pipelines and other facilities
  454. The infrastructure needed to resume production at the field.
  455. eleven
  457. Page 12
  458. 4.4. The Contractor shall notify the Corporation of the completion of the release process and
  459. completion of the field clearing operation after, on the proposal of the Contractor,
  460. The field is completely safe and there is an opportunity for its development and safe operation.
  461. 4.5. After obtaining the approval of the Minister regarding the exact coordinates of the Area ready for
  462. renewal of production, this District automatically becomes a District,
  463. provided for the operation of the Joint Venture without any additional
  464. approvals, licenses, etc. Then the Joint Company
  465. (determined by the provision ____ of this Contract) commences operations for extinguishing, repair,
  466. the resumption of production immediately on behalf of the Corporation and the Contractor.
  467. In this case, if the Minister does not provide a reasoned refusal to agree on exact
  468. coordinates of the liberated region within _____ calendar days from the receipt
  469. notice from the Contractor, the area vacated by the Contractor shall be deemed transferred
  470. Joint Venture in accordance with the description specified in Appendices A and B.
  471. 4.6. After providing the technical report, the Company, the Contractor, the Joint Venture
  472. A meeting is held to study the data to initiate the recovery process and
  473. production in accordance with the international technical regulations for the production of oil and
  474. the present Contract.
  475. A report on the primary costs of restoration is attached to the recovery report. Company
  476. undertakes to finance a joint venture and ensure that the necessary
  477. materials (pipes, excavators, etc.) to resume production at the field.
  478. The contractor has the right, but is not required, to participate in the financing of the
  479. recovery.
  480. 4.7. The operating period is 5 years from the date of commencement of work in the operational Area
  481. any field) or a two-time period that was required to recover costs
  482. Contractor, whichever comes first.
  483. Duration of operation can be extended by unilateral declaration of will
  484. Contractor, for a period of 2 years, by sending written notice to the Contractor
  485. The Company no later than 6 months before the end of its useful life. All provisions
  486. The present Contract shall be in force for the period to be extended
  487. operation.
  488. 4.8. Within a week after receiving the notice specified in regulation 4.4. Joint
  489. The company receives in use an exempted protected deposit for compiling
  490. report on the restoration of the field and the infrastructure of the well for commercial
  491. production, taking into account all factors relating to the oil field, gas and oil
  492. oil pipelines, etc. This clause also applies if the notification specified in clause 4.4
  493. or a reasoned refusal to grant approval will not be sent to the Contractor in
  494. within ____ calendar days from the date of receipt by the Corporation of a notice of
  495. release.
  496. Regulation 5 - Provision of Company rights, Contractor and time
  497. 5.1. "Company Rights"
  498. 5.1.1. The company retains the right to use the area for purposes not mentioned in this
  499. The contract, provided that such use will not impede the execution
  500. of the present Contract. The Company also retains all rights to oil, natural gas and all
  501. by-products, as well as the products of the gas plant in the Area.
  502. At that time, the Contractor has the pre-emptive right to participate in the Company's projects,
  503. implemented in the liberated territories. The company is obliged to offer first of all
  504. 12
  506. Page 13
  507. Contractor joint implementation of the project, and only in the event of the Contractor's refusal or
  508. non-response from him within 30 calendar days of the time the request was sent,
  509. to proceed to the implementation of such projects independently or with the involvement of third parties.
  510. 5.1.2. To fulfill the duties of the Company specified in this Contract, a representative
  511. or representatives of the Company who have written permission from the Company have the right
  512. inspect any rescue or security operations, and
  513. also any records relating to these operations from the Contractor. The company in advance
  514. agrees the schedule of the above checks with the Contractor.
  515. The checks referred to in this paragraph shall, as a general rule, be carried out without departure
  516. representatives of the Company are not the place of conducting operations for release. In cases of availability
  517. need for an on-site inspection, the Company must send a notice
  518. about this Contractor with the appropriate motivation. In cases where there is no threat to life and
  519. health of the Company's representatives, the contractor agrees to conduct an on-site inspection and
  520. Notify the Company of the place where the Company's representatives and time should appear,
  521. when they must arrive to carry out the verification.
  522. 5.2. "Contribution of the Company"
  523. 5.2.1. The company provides the availability of land plots, infrastructure facilities, water supply,
  524. electricity, facilities and easements that are required by the Contractor and / or the Joint
  525. companies in the amount necessary to fulfill the terms of this Contract and
  526. provides them for free use of the Contractor and / or the Joint Venture.
  527. Payment for the purchase or lease of land plots, buildings, structures, structures, which
  528. belong to third parties, payment for servitudes is made by the Company.
  529. Payment for the cost of connection to utility networks (water, sewage,
  530. electric, etc.), as well as payment for supplied water, electricity and other resources
  531. is carried out either by the Company or by the Joint Venture using
  532. financing provided by the Company, or offset by the Company's profits from
  533. activities of the Joint Venture.
  534. The contractor has the right, but is not obliged to bear the costs specified in this clause. When,
  535. if the costs have been paid by the Contractor, they are considered Expenses for special needs.
  536. 5.2.2. The company provides recovery, repair, construction of infrastructure facilities,
  537. necessary for conducting operations with natural resources. The contractor has the right, but
  538. It is not obliged to bear expenses on restoration of objects of an infrastructure.
  539. 5.2.3. The Company provides assistance to the Contractor in all matters relating to the provision and extension
  540. All entry visas, permits for residence or work required by the Contractor's personnel
  541. or subcontractors and their families, as well as all licenses, registration activities for
  542. opening and operation of a branch in the RAA, as well as the necessary permits for
  543. opening local bank accounts and permits for currency transactions from the office of foreign exchange
  544. operations or any other authorized body or institution in the RAA in order to
  545. The Contractor was able to conduct currency exchange operations necessary to pay customs
  546. duties for the import or export of necessary equipment and supplies for execution
  547. This Contract, including the luggage of foreign workers, their cars and other personal
  548. things.
  549. 5.2.4. In order to assist the Contractor in the implementation of the work plan and budget compliance
  550. The Company provides the Contractor with access to all technical data relating to the Regions,
  551. of the contracts included in the Contract, and also provides him with copies of the said
  552. data. For example, maps, geological sections, well measurements, reports, results
  553. research of cylindrical samples, and all seismic data, both printed data, both
  554. 13
  556. Page 14
  557. and data from electronic media, video materials, films, side cuts, major maps
  558. geological works, data on pressure, volume, temperature and other data on liquids
  559. located within the boundaries of the site under development, as well as the scheme of underground infrastructure
  560. and location of equipment of all Company facilities or other owners who may
  561. be used in the production of natural gas or oil or for the operation of plants.
  562. 5.2.5. The company provides the necessary support in all ways available to it, including
  563. reduction of time and economic costs for connecting wells and / or
  564. necessary infrastructure facilities for oil and gas production in accordance with this
  565. The contract with wells and / or infrastructure facilities belonging to this
  566. the moment of the Company or to third parties. The company agrees to use the data
  567. infrastructure needs according to needs to support relief operations and
  568. protection of deposits.
  569. 5.2.6. In the case of deposits on the liberated territory, natural resources from
  570. which can not be extracted at full capacity, in view of the lack of free
  571. production capacities in factories, the Company undertakes to ensure the redistribution of
  572. processing capacities of the plants in favor of processing natural resources
  573. exempted by the Contractor territories, so that the factories in the first place
  574. processed the entire amount of resources extracted by the Joint Company.
  575. 5.2.7. The Company provides all the necessary technical expertise of the Joint Venture and
  576. gives them fully to the disposal of the Joint Venture, in the amount necessary for the
  577. The restoration of the infrastructure and operation of the fields and / or plants at full capacity.
  578. 5.3. "Rights of the Contractor"
  579. 5.3.1. By this contract, the Government and the Company grants the Contractor the right to
  580. Execution of operations for the release and security on behalf of the Government
  581. in accordance with this Contract. The Contractor is required to adhere to this Contract at
  582. throughout the time of operations for the liberation of territories and
  583. security, and the Contractor is obliged to respect the rights of the Government and its
  584. interests and adhere to the laws, rules and regulations of the RAA, unless otherwise follows from the conditions
  585. of the present Contract.
  586. 5.3.2. The Company entitles the Contractor, according to this Contract, to enter the Area for
  587. release and security. The contractor is required to register a branch in the CAP
  588. for the implementation of this contract.
  589. 5.3.3. The contractor has the right to open currency accounts abroad, and the storage of cash
  590. funds on these accounts. In addition, the Contractor is entitled to give to the Joint Venture
  591. instructions on the transfer of funds intended to cover any expenses
  592. Contractor or for payment to the Contractor of profit from joint activities, to foreign
  593. Contractor's or third party's account, in particular if the Contractor has an obligation
  594. (contractual, corporate, etc.) before such third parties.
  595. 5.3.4. The Contractor has the right:
  596. receive reimbursement of expenses according to the reports provided to them, which were
  597. agreed by the Government, in order for the maximum amount in the
  598. release did not exceed _____________. Expenses for exemption are compensated
  599. monthly payment, the maximum amount of which is ___________ million US dollars.
  600. The expenses are compensated by the Joint Company or the Government, payment of compensation
  601. begin with _____________.
  602. 14
  604. Page 15
  605. Meanwhile, the Company, the Joint Company or the Government for the prompt
  606. release of ATS territories from illegal armed formations, are entitled, but
  607. are not obliged to pay the advance to the Contractor, which will be used to reimburse the upcoming
  608. expenses of the Contractor. In this case, such advance shall be taken into account when reimbursing the Joint
  609. company costs to parties.
  610. receive compensation for the costs of ensuring the safety of each field from the Company and
  611. Governments. The maximum amount of compensation __________ million US dollars for
  612. of each contract. Security costs are compensated monthly
  613. payments that amount to _________ starting from __________.
  614. receive compensation for the costs of restoring the infrastructure of the fields or
  615. from the income of the Joint Venture according to reports agreed with the Board
  616. directors and trusted by an independent auditor, pursuant to clauses
  617. _____________ from the commencement of work in the Operated Area, even if the Contractor
  618. incurred these expenses before the specified date.
  619. This clause applies if the Contractor has exercised his right (but not
  620. obligation) to bear the cost of infrastructure restoration.
  621. receive reimbursement of operating expenses for each field or plant from income
  622. The joint company according to the reports and calculations agreed with the board of directors and
  623. independent auditor, pursuant to clauses _____________
  624. from the commencement of work in the exploited Area.
  625. receive reimbursement of current operating expenses, according to the conditions of the situation
  627. get their share in the total volume of natural resources extracted by the Joint Company,
  628. so that it is not less than 25% of the total production of plants and
  629. deposits.
  630. 5.4.
  631. Term
  632. 5.4.1. It is believed that the Contractor commenced operations for the liberation of territories and
  633. security before the expiry date in accordance with the Memorandum of Understanding signed
  634. parties ____.____._____. The Contractor shall continue these operations immediately
  635. after the expiration date. The effect of this Contract shall apply to transactions,
  636. held before the time of its conclusion, and the costs of such operations will be reimbursed
  637. in accordance with the provisions of this Contract.
  638. 5.4.2. This contract is valid from the expiration date and for 5 years from
  639. the start of the permanent operation of each oil field or gas field
  640. and until all recovery and security costs are reimbursed, and
  641. payment of all compensations and share of the Contractor from the profit of the Joint Venture according to
  642. conditions of this Contract.
  643. Regulation 6 - Work plan and costs during release:
  644. The plan and its principles should be provided by the company Euro Polis
  645. Regulation 7 - Standards for the Release of Territories, Security and
  646. restoration of infrastructure
  647. 7.1. The contractor is obliged to release the territory in good faith for the purpose of liberation
  648. agreed oil fields and ensure that there are no threats to these
  649. mine operations and other operations that will eliminate
  650. 15
  652. Page 16
  653. The danger of movement in these fields over the entire length of the pumping line
  654. from and into the deposit.
  655. 7.2. The Contractor shall, directly or through subcontractors, extinguish any fires on
  656. oil field and takes measures to prevent the spread of
  657. fires.
  658. 7.3. The Contractor shall:
  659. 7.3.1.To ensure the safety of deposits, so as to prevent a return
  660. The field is under the control of illegal armed formations.
  661. 7.3.2. Ensure the withdrawal of illegal armed formations to a sufficient distance from
  662. In order to prevent possible shelling of deposits from
  663. mentioned formations.
  664. 7.3.3. Observe the safety of deposits, equipment, equipment and safety of workers.
  665. 7.4. Infrastructure restoration:
  666. 7.4.1. The joint company has exclusive rights to operate the exempted
  667. deposits, as it is specified in this Contract, while retaining the right
  668. state and the right of a foreign contractor who worked at this field earlier.
  669. 7.4.2. When the operation for the release of the oil or gas field is completed and after
  670. receiving notification from the Contractor that the territory has become safe,
  671. there are no fires, etc., that the deposit is ready for restoration and start
  672. production, the Joint Company shall verify this information and send a notice
  673. on the results of the audit of the Company and the Contractor.
  674. 7.4.3. The company prepares a technical report on the status of the deposit and on the measures required to
  675. acceptance for the start of production, as well as on the necessary equipment, equipment, materials
  676. etc., and also estimates the cost of restoration. Recovery costs
  677. The infrastructure will be checked by a certain auditor in accordance with the provisions of this contract
  678. and are reimbursed together with other expenses.
  679. 7.4.4. The Contractor shall finance all expenses for restoration. These costs are considered to be
  680. compensation and are the Company's debts to the Contractor.
  681. 7.4.5. When the oil and / or gas field is ready for the production or readiness of a gas plant to
  682. production and supply, the Joint Venture shall notify the Government and the Company
  683. at least 15 days before the readiness of the entire infrastructure to start production and start
  684. tests.
  685. 7.4.6. The tests last 7 days. Joint company ___________ risks of the Contractor and the Company
  686. at least 30 days before the start of production.
  687. Regulation 8 - Joint Venture Company
  688. 8.1. The Company and the Contractor create a Joint Limited Company (in
  689. the moment of foundation). Both parties divide capital in equal shares: 50% is received by the Company and
  690. 50% gets the Contractor.
  691. 8.2. Each of the participants has the right to attract other participants, giving them a part of their shares
  692. In capital, if the second participant does not object.
  693. 16
  695. Page 17
  696. 8.3. The joint company is created according to the law on investments and has all the advantages,
  697. which gives the law on investment in addition to the benefits and exceptions provided for
  698. this Contract.
  699. 8.4. A joint company manages deposits that have been released and
  700. the security of which is ensured by restoring infrastructure and production
  701. Oil and gas or by controlling the production of gas in factories.
  702. 8.5. A joint company is managed by a board of directors consisting of 4 members, two members each
  703. Each participant and an independent chairman of the board of directors not associated with the
  704. founders with experience in the oil and gas sector and management. Both participants in writing
  705. The representatives define their representatives on the board of directors and inform about it.
  706. the other side. Both parties have the right to replace their representatives at any time
  707. other persons.
  708. Voting on the board of directors is carried out by four members of the board of directors out of five.
  709. In the absence of a representative, his replacement by another responsible person is permitted,
  710. who have the same full powers to work and vote on behalf of the participant.
  711. 8.6. One of the representatives is appointed secretary of the board of directors for maintenance and storage
  712. protocols.
  713. 8.7. The Board of Directors meets at least once every three months. It can also meet
  714. on the basis of the need at the request of two of its members or the chairman of the board of directors or
  715. the general director.
  716. 8.8. The Board of Directors appoints the CEO of the company, who has experience in
  717. the oil sector and which is subject to the instructions of the Board of Directors.
  718. 8.9. The highest management body in the Joint Company is the general meeting of participants,
  719. which is usually collected once a year until the end of May, and has the powers indicated in
  720. The Companies Act, unless otherwise specified in the provisions of this Contract.
  721. 8.10. A joint company has the right not to comply with the performance of this Contract
  722. the following normative acts and regulations, additions and amendments to them, as well as those
  723. Acts to be adopted in their place:
  724. 8.10.1. Decree No. 11 of the President of the Republic of 1961, which includes a system for monitoring
  725. monetary funds, acts adopted in the development of this decree, as well as changes to them.
  726. 8.10.2. The law issued by Legislative Decree No. 29 of 2011 and Law No. 3 of 2008 in
  727. in respect of certain special provisions relating to joint-stock companies and societies
  728. with limited liability, as well as changes to these laws.
  729. 8.10.3. Act No. 114 of 1961, which includes the procedure for establishing a board of directors in
  730. companies and societies and its changes.
  731. 8.10.4. Legislative Decree No. 20 of 1994 on public institutions
  732. full partnerships, societies and its change.
  733. Regulation 9 - Sections of the Contract
  734. This Contract includes two sections:
  735. The section on the gas fields of Al Shair and Khayan and their plants is regulated by the provisions of
  736. the first section of this Contract.
  737. 17th
  739. Page 18
  740. Section on other oil and gas fields specified in Annex A and B.
  741. The first section - Gas plants and related fields
  742. Regulation 9 - General standards of operation at the gas plant
  743. 9.1. The joint company undertakes to restore the plant and processes of gas processing
  744. in good faith, in accordance with generally recognized technical standards in the international oil
  745. sphere and in accordance with the most modern generally recognized standards,
  746. applicable to similar objects.
  747. 9.2. According to clauses 5.1, the Contractor under the Contract is obliged:
  748. 9.2.1.produce responsibility for the quality of assembly and maintaining the operability of the whole
  749. equipment, pipes and equipment that was purchased by the Joint Venture for use
  750. in the gas sector, in the fulfillment of the obligations specified in Annex __________.
  751. 9.2.2. In the case of natural gas production operations, which include gas
  752. well and in the limits of the Contractor's liability for the start
  753. production on wells, the Contractor under the Contract shall:
  754. Do not harm adjacent strata or joint hydrocarbon and aquifer
  755. layers, and also to prevent water infiltration through the well to hydrocarbon
  756. layers.
  757. remove drilling fluids, used oil, salt water and waste, according to
  758. laws of the RAA or technical standards for the choice of the Contractor.
  759. To make efforts to avoid hardship and damage to objects, persons
  760. or property.
  761. Regulation 10 - Commencement of production and date of commencement of work
  762. 10.1. The joint company is an exclusive developer, in accordance with the provisions of
  763. This Contract, as far as the design of all the facilities mentioned in this
  764. Contract, their import, assembly, preparation for operation, readiness for launch and
  765. direct reimbursement of all costs of liberation,
  766. safety, recovery and operation, as well as costs for natural gas, current
  767. operating costs and cost recovery. Also, the Joint Company undertakes to transfer
  768. Natural gas and plant products to any party or other person designated
  769. company.
  770. 10.2. "Start date": The joint company is obligated 15 days before the completion of work
  771. on restoration and full readiness of all objects to the beginning of start, start and check
  772. notify the Company.
  773. 10.3. The Company is obliged to notify the Company in writing of the estimated date of commencement of work for 60
  774. (30) days at least until the estimated start date.
  775. 10.4. The joint company is obliged to notify the Company in writing that the gas plant and
  776. related deposits are fully ready to be launched on an ongoing basis
  777. according to the capacities defined in Appendix _______. To clarify this Contract
  778. standard "fully ready to run on an ongoing basis" is considered to be completed
  779. According to the Contract, when the object mentioned in this Contract is provided for work
  780. in normal mode completely or, in certain cases, partially.
  781. In any event, the Company shall not be entitled to send the above notice if the gas
  782. The plant specified in Appendix B is not ready for gas supplies and does not have the required quantity
  783. 18
  785. Page 19
  786. compressors for gas supply in normal mode, according to the technology used, or
  787. if one or more of the field gas compressor stations are not ready for permanent operation.
  788. It is possible to achieve the ideal level of availability of Al Tabiba facilities even if the production
  789. the power of the wells or the injection is limited. A written notice may be
  790. is directed as if the Joint Venture expects the connection of equipment, pipes,
  791. equipment or objects from or to the objects of third parties and in the event that the Joint Venture
  792. expects the execution of work by third parties, including the Company.
  793. The commencement date is considered on the basis of the notification, in the event that the Company has not sent a full
  794. or partial refusal to agree on the commencement of work within 30 (10) days from the date of sending
  795. notification.
  796. 10.5. Start date of work is the first day of the calendar month following the day of the direction
  797. written notice to the Joint Company of the Company.
  798. 10.6. The company is considered the operator of all objects only after reimbursement of all expenses
  799. Contractor pursuant to clause 5.3 of this Contract on cost recovery so that
  800. compensation was not made in any case later than five (5) years from the commencement of work,
  801. if the Company and the Contractor have not agreed on another.
  802. The Contractor shall notify the Company and the Joint Venture within a period not exceeding sixty (60)
  803. days before the payment of the last tranche of all expenses due to him. At the same time
  804. The Contractor is obliged to notify the Company of the amounts of final payments that must be made
  805. paid under this Contract before the transfer of the affairs of the Company.
  806. 10.7. The company coordinates the process and details of the transfer of operational management for at least 60
  807. days before the expected date of receipt by the contractor of the final payments in accordance with this
  808. Contract. After that, the operational management passes to the Company. Agreed
  809. description of the process and details of the transfer of control may include details of any
  810. checks and date (s) of the actual transfer of facilities and any other issues that
  811. considers necessary a commission on joint management to ensure effective
  812. transfer of control. The foregoing details are for illustration only and should not be
  813. to give a restrictive interpretation of this paragraph.
  814. 10.8. The Company is required to send written notice of transfer to the Joint Company.
  815. management within 30 days, to which she notifies that she has taken control. AT
  816. the Contractor is obliged to send a written notice to the Company of receipt
  817. The last tranche, aimed at repayment of the Company's expenses.
  818. Regulation 11 - Recovery plan, work plan and budgets
  819. 11.1. Work to restore to the start date of work.
  820. 11.1.1. The infrastructure restoration work carried out by the Joint Venture and
  821. agreed with the Company before the commencement of work, the Contractor in accordance with this Contract
  822. has the right to incur expenses and / or incur obligations relating to the restoration
  823. infrastructure for production. The Contractor bears all costs of restoration
  824. infrastructure.
  825. 11.1.2. The parties agree that, despite the estimated final cost
  826. restoration of infrastructure in this Contract, actual agreed and
  827. specified by the Board of Directors of the Joint Venture expenses,
  828. restoration of infrastructure, with respect to reimbursement and what is mentioned in the
  829. Regulation 5.
  830. 19
  832. Page 20
  833. 11.1.3. The joint company is responsible for the performance of works prior to the commencement date and
  834. has the right to make adjustments to the infrastructure restoration plan, if these
  835. adjustments do not substantially contradict the main objectives of this Contract.
  836. 11.2. "Operations with natural gas before the commencement of work":
  837. 11.2.1. A joint company shall provide the Company no more than 30 (10) days prior to the
  838. The expected date for the start of work, the report on the restoration of infrastructure at the time
  839. drawing up such a report for its verification and commenting, as well as for
  840. acquaintance with the proposals of the Joint Company regarding the program of work and
  841. budget for the period from the date of performance of work to the end of the calendar year, which includes
  842. the starting date for the work. If the work start date falls on the last 60 (30) days
  843. calendar year, the Company is obliged to review the restoration work again
  844. infrastructure to agree on a work plan and budget for the full first calendar
  845. year, which follows the start date of the work.
  846. With regard to natural gas operations, for ____ years after the commencement of work,
  847. The joint company is obliged to provide the Company with a written notice of the planned
  848. natural gas operations and work plan, as well as the budget allocated for the next
  849. calendar year, a minimum before October 31 of each calendar year.
  850. 11.2.2. Work programs and budgets relating to the period of ____ the commencement of work,
  851. The information provided to the Company on behalf of the Joint Venture shall contain the following:
  852. A detailed description of the work plan and a detailed description of the commissioning process.
  853. facilities necessary for the production of natural gas, its processing, storage, crimping
  854. and transportation.
  855. An indicative cost estimate that is included in the proposed work plan.
  856. Information on the necessary timeframe necessary for each
  857. stage of the work plan.
  858. 11.2.3. After agreeing the Company's work plan and budgets relating to any
  859. calendar year or any part thereof after the date of commencement of work, the Joint Venture
  860. is responsible for implementing the work plan and managing budgets.
  861. The Contractor shall pay all necessary expenses for the performance of natural gas operations, as
  862. this is specified in this Contract. The contractor has the right to make adjustments to the plan
  863. project, if the adjustments do not significantly affect the main objectives of the operations
  864. natural gas. The Contractor shall motivate the Company and the Joint Venture to
  865. changes and clarify their impact. Parties agree that, despite the fact that it is contained in
  866. work plan and budget, the actual costs are determined by the costs of natural gas,
  867. subject to reimbursement.
  868. 11.3. "General provisions":
  869. 11.3.1. This contract gives the Contractor the right to spend "in emergencies that include
  870. in themselves a threat to life, property or causing harm to the environment "the right amount
  871. To reduce these risks or hazards or minimize them. Contractor
  872. must inform the Company of these cases. These costs are obligatory for reimbursement
  873. The contractor, as they are considered operating expenses.
  874. 11.3.2. The contractor finances the necessary volume of natural gas operations in the ATS in
  875. convertible currency. The contractor has the right to purchase the Syrian currency as it goes
  876. the need for natural gas operations in ATS, currency conversion
  877. occurs in local ATS banks according to the best price provided to the Contractor for
  878. 20
  880. Page 21
  881. any commercial activity and at a price set by the Commercial Bank of Syria
  882. directly on the day of the operation.
  883. The contractor shall submit to the state bodies and institutions authorized for
  884. control over currency transactions in the RAA within 60 days following
  885. the end of the calendar year, a report certified by an independent auditor (selected according to
  886. provisions of this Contract) and agreed by the Company and the Contractor in which
  887. The amounts on the part of the debtor under this account are shown, the amounts expended and the balance
  888. The account at the end of the specified calendar year.
  889. Regulation 12 - reimbursement of gas expenses.
  890. 12.1.The contractor receives the costs of release at the end of each calendar month,
  891. following the date of commencement of work and within 48 (60) consecutive calendar months,
  892. which amount to ____________ million (___________ US dollars). Expenses for
  893. Exemption is compulsory for reimbursement starting from the date of commencement of work. Priority in
  894. compensation under this provision is given to the costs of exemption.
  895. 12.2. The contractor receives the costs of ensuring the safety of factories and deposits in each
  896. the calendar month following the commencement of works and for 48 (60)
  897. consecutive calendar months. The maximum amount can be _______
  898. US dollars. Security costs are mandatory for reimbursement from the date
  899. start of work and receive priority after reimbursement of expenses for release. The cost of
  900. security is compensated by the Joint Venture, under the responsibility of the
  901. trading company.
  902. 12.3. " Natural Gas Costs":
  903. 12.3.1. The contractor shall also be reimbursed for the costs of natural gas under this Contract. Reports
  904. these costs are not provided earlier than on the first day of the first calendar month
  905. following the start date of the work.
  906. 12.3.2. The costs of natural gas are reimbursed according to the priorities and the scheme below:
  907. Current operating costs based on current actual expenditures to the maximum
  908. ___________ million (_________ US dollars) during the first 60 calendar
  909. months after the commencement of work. In the event that the Joint Venture continues
  910. manage the plant and its associated field after 60 calendar months, which
  911. follow the start date, current operating expenses are reimbursed on the basis of
  912. actual running costs.
  913. Any audit costs incurred prior to the commencement date based on the actual actual
  914. costs, costs for special needs based on current actual costs.
  915. 12.4. End of calculations:
  916. 12.4.1. If in any of the first 60 calendar months that follow the start date
  917. Contract work, the total income of any oil or gas field was less
  918. cost recovery or recovery costs, the Joint Venture has the right
  919. transfer to the next calendar month the payment of the underpaid part of the expenses according to
  920. agreement between the Joint Venture and the Company on the recovery of cost recovery and expenses for
  921. recovery by the current calendar month.
  922. 12.4.2. Total revenues related to natural gas operations based on export gas and
  923. products of the plant, as they are specified in this contract and since they are measured or
  924. calculated in accordance with Annex _____ even if market conditions led to burning
  925. Natural gas or export gas at the gas plant.
  926. 21
  928. Page 22
  929. 12.4.3. For this provision, total revenues are revenues from the sale of plant products and
  930. export gas, as they are measured and / or counted at the nodes of commercial accounting,
  931. as agreed in Annex ______. General incomes also include in the first
  932. calendar months after commencement of work, any volume of stored natural gas and
  933. export gas transferred through the gas pipeline, as well as plant products and condensates,
  934. produced prior to the commencement date (estimated as specified in this Contract).
  935. Total income is deemed to be: (determined by the Company)
  936. 12.4.4. Correct measurement, analysis of all natural and export gas, as well as products
  937. plant is made in accordance with Appendix ____. The above is also used for
  938. determining the total revenue. The entire calculated amount is included in the total income for
  939. three calendar months from the date of commencement of work.
  940. 12.4.5. A joint company may agree to the production of natural gas from any
  941. Another deposit and its transfer to the gas plant during the present
  942. contract to bring the plant to maximum capacity. The joint company offers
  943. The companies agree on the volumes to be produced from any other field, and
  944. also the duration of such production, so that it does not damage the final
  945. Reimbursement of expenses in the specified field, as well as the best use of facilities,
  946. which have been recreated, in accordance with this Contract.
  947. 12.4.6. In case, in any calendar month, there is a surplus of general revenues (when
  948. The difference between total revenues and the amount of recovered costs and costs of natural gas
  949. is positive), this surplus is included in the total revenues of the next calendar
  950. month (s) of the Joint Venture.
  951. 12.5. "Payments by crude oil and / or US currency"
  952. 12.5.1. Indemnified costs and natural gas costs specified in this Contract, and
  953. the share of the contractor in the profits should be paid by crude oil, which is transferred
  954. directly to the Contractor or its designated carriers, in accordance with the contract for the sale of raw
  955. Oil, which is Annex D to this Contract. Company, sales office
  956. oil and the Contractor shall have the right to make amendments in Appendix D under this Contract
  957. from time to time after obtaining the consent of all parties for making changes in shipments
  958. or the sale of crude Syrian oil to an account or for the purpose of realizing the present
  959. The contract.
  960. 12.5.2. Crude oil prepared for transportation should not be more than 60% of
  961. recoverable costs of the Contractor, as well as the costs of natural gas and the contractor's share of
  962. profit to be paid to the Contractor for a specific calendar month, and
  963. The actual price of crude oil in the account is determined according to the actual volumes
  964. shipped crude oil in accordance with the contract for the transportation of crude oil from the debtor for cost
  965. recovery and recovered costs of natural gas, the person who incurred these costs according to
  966. based on the settlement system. In order to determine the differences in price
  967. shipped crude oil or in its volumes with respect to the changes indicated in
  968. Appendix E: In each calendar quarter, monetary changes are made if the Company and
  969. The contractor did not agree on a different way to eliminate any difference.
  970. 12.5.3. In the event of a shortage of sufficient crude oil in the case specified in the paragraph above,
  971. or in the case of force majeure, as mentioned in position _____, which leads to
  972. It is impossible to extinguish debt with crude oil or its transfer, the Company pays
  973. compensated costs to the Contractor, as well as costs of natural gas and its share in profits
  974. To the joint company by US dollars by sending this money to the bank account indicated
  975. Contractor way.
  976. 22
  978. Page 23
  979. 12.5.4. In the event that the report on reimbursement of costs and payment of profit according to the system of settlements
  980. showed that the volume of crude oil, which should be transferred less than the usual volume
  981. The contractor receives in exchange for the partial volume of crude oil the amount in US dollars, if
  982. The Company and the Contractor have not agreed otherwise.
  983. 12.5.5. In the event that costs, natural gas costs, as well as the contractor's share in profits
  984. the joint company was not fully reimbursed within 5 years. The Contractor has the right
  985. receive crude oil under this provision and / or amount in US dollars
  986. by bank transfer, in the order specified by the Contractor. Thus, the costs
  987. and natural gas costs are reimbursed under this provision. All costs
  988. natural gas are reimbursed as specified in this provision. Full refund
  989. costs must occur within a period of not more than 5 years and one calendar month from the date of commencement
  990. works.
  991. Regulation 13 - Quality Assurance
  992. 12.1. The Contractor warrants that the facilities that it has restored for the plant operation are capable of
  993. to ensure the fulfillment of the obligations provided for in Annex _____. After
  994. preparation of facilities during the first 60 calendar months that follow the date
  995. and in which the Joint Venture is an operator, with the proviso that
  996. Natural gas imported by either party or any third parties
  997. corresponds to the scope, composition and conditions detailed in the project plan specified in
  998. Attachment ______. In the event that the volume of natural gas, its composition and conditions correspond
  999. specified in this Contract, and objects or any other things imported
  1000. Contractor and established by the Joint Company under this Contract are not
  1001. are able to operate in accordance with the conditions specified in Appendix _____, the Contractor
  1002. makes the necessary changes to achieve compliance for an amount not exceeding 5 million
  1003. US dollars for the entire period preceding the date of commencement of work, and also for an amount not exceeding
  1004. 5 million US dollars for the period following the start date and until the end of the first
  1005. sixty calendar months following the date of commencement of work.
  1006. The amounts paid by the Contractor under this provision are not refundable under
  1007. this Contract, but are in addition to any guarantees or the right to receive
  1008. compensation from third parties (contractor of architectural works, import and installation).
  1009. 12.2. In addition to the obligation to pay the amounts mentioned above, the amount of cost recovery,
  1010. Compensatory to the Contractor, is reduced by an amount equal to the daily cost
  1011. recovery (as defined in the ninth position above) multiplied by the number of days,
  1012. in which the specified objects (or any of the objects) do not correspond to the conditions specified in
  1013. Appendix ____, and multiplied by the idle ratio (idle part), which
  1014. equal to the percentage of the reduction that exceeds the percentage of the normal allowed
  1015. capacity in facilities not corresponding to those specified in the conditions of Annex ____. This
  1016. a reduction applies to the cost of recovery mandatory to reimbursement at the end of the fifth year
  1017. cost recovery.
  1018. 12.3. The provisions of this provision do not apply during the suspension of the contract in the event of a force-
  1019. majeure.
  1020. Regulation 14 - Natural gas and plant products
  1021. 14.1. The Company agrees to the transfer of natural gas in the Joint Venture Area,
  1022. management plant only for the duration of the contract. The whole volume of the transferred
  1023. The natural gas must meet the standards specified in Annex ____.
  1024. 14.2.The joint company retains all rights to natural gas and plant products. No item
  1025. This provision should not be interpreted in such a way that it allows the transfer of benefits
  1026. 23
  1028. Page 24
  1029. or the rights to divide the produced natural gas or plant products to the Contractor.
  1030. The Company agrees to reimburse the Joint Venture and / or the Contractor, and
  1031. agrees to protect and disclose threats arising from the application, filing
  1032. claim or loss of a third party that claims its right to ownership of the product
  1033. plant or benefit from products produced at the plant or its processing, compression,
  1034. transportation (transportation) or use, according to this Contract.
  1035. Regulation 15 - prevention of losses
  1036. 15.1. The joint company undertakes to take all necessary measures, according to the generally known
  1037. technologies in world oil production, in order to avoid the loss of natural gas and
  1038. products of the plant or its dispersion above the ground or underground in any way, during
  1039. operations of natural gas. The government has the right to prohibit any operation in reasonable
  1040. limits, if it assumes that this operation could lead to loss or
  1041. damage to hydrocarbon deposits.
  1042. 15.2. The Government retains all its rights under this Contract, as well as its right
  1043. take any action with respect to the Joint Venture or the Contractor,
  1044. if the Contractor was unable to take all necessary measures, in accordance with this provision.
  1045. Regulation 16 - Measurement of natural gas and plant products
  1046. 16.1. The Company, in accordance with the contract with the Joint Venture, determines the type (s) and place (s)
  1047. installation of equipment for measurement. The measurement and calibration processes must be carried out
  1048. according to the procedures specified in the API measurement standards, AGA, GPA ("API" means
  1049. American Petroleum Institute, "AGA" means the American Gas Association, "GPA"
  1050. Association of Gas Producers) and their changes and additions.
  1051. 16.2. The Company, the Contractor and the Joint Venture have the right to check the measuring
  1052. equipment and have the right to allocate an object at the expense of the responsible party for observation
  1053. for measuring the volume and determining the quality and calibration of the measuring equipment.
  1054. 16.3. In case the measurement technology or the used measuring equipment
  1055. incorrectly measures the maximum or minimum level of production, then it is assumed that
  1056. The error occurred from the date of the last calibration of the measuring equipment. Data for
  1057. The period in which the error occurred is adjusted according to recognized standards in the
  1058. sphere of international oil production.
  1059. 16.4. Products of the plant are stored and / or processed in accordance with the Company's instructions. Products |
  1060. calculated or measured in any other way that would lead to
  1061. provisions of this Contract.
  1062. Regulation 17 - store ownership
  1063. 17.1. The company remains the owner of all the assets of the plant and related deposits.
  1064. 17.2. The joint company has an exclusive right to use the plant (and all its
  1065. assets) and related fields throughout the contract and according to its
  1066. conditions. Exclusive right to use is terminated upon payment of all costs
  1067. Contractor in accordance with the provisions of this Contract and the law compulsory to
  1068. performance.
  1069. 17.3. The Government or the Company shall not have the right to prevent the
  1070. The use of these assets for the duration of the contract.
  1071. Regulation 18 - Data and samples
  1072. 24
  1074. Page 25
  1075. 18.1. The joint company shall keep all measurements and records relating to the plant and its
  1076. in accordance with the above rules in the sphere of international production
  1077. oil. All measurements, records and plans are the property of the Company. Joint
  1078. The company must provide the Company with all measurement records and plans, while
  1079. The Contractor shall have the right to keep copies of these measurements, records and plans after the end
  1080. term of the Contract and with the consent of the Company. Measures, records and plans should
  1081. contain the following:
  1082. 18.1.1. Information about the seams and the bottom ground in which the well was drilled.
  1083. 18.1.2. information on the pipes of the shell (packaging) and production, as well as on the equipment of the bottom
  1084. well and backup (spare) equipment that was launched into the well.
  1085. 18.1.3. information on hydrocarbons, water and mineral deposits that can be used and
  1086. which were discovered.
  1087. 18.1.4. information on the details of the diameter and location of pipes and equipment of the project facilities
  1088. gas Dyer-az-Zor, since they were installed.
  1089. 18.2.The joint company shall record all geological and geophysical data,
  1090. related to the area, record them on original seismic films of good quality
  1091. when it is necessary. Also, the Joint Company undertakes to transfer this information,
  1092. data, their decoding, measurements and records on the wells of the Company in the shortest possible time,
  1093. after she received information, decoding, measuring and recording. Contractor
  1094. has the right to retain a copy of the above data after the Company's consent.
  1095. 18.3.The Contractor or the Joint Venture shall have the right to extract for research or
  1096. laboratory samples, examples of fuel or samples of hydrocarbons or water detected
  1097. in any depression or well. The Contractor also undertakes, as soon as possible, to deliver
  1098. The company is part of every example or sample that it has extracted. Joint company
  1099. undertakes to provide the Company with any laboratory reports related to these examples
  1100. or samples. The Contractor shall have the right to retain copies of these reports after the Company's consent.
  1101. 18.4. All costs related to the collection of sample data and related information, and
  1102. its decoding, use and storage (in ATS or any other place), as well as its
  1103. shall be deemed to be costs subject to reimbursement, in accordance with paragraphs
  1104. position.
  1105. Section Two - Oil
  1106. Regulation 19 - Operations in oil fields after liberation
  1107. 19.1. The joint company restores the infrastructure of the fields, receiving
  1108. financing from the Contractor, and also carries out the necessary operations for the development and
  1109. production of oil under this Contract. A joint company also has the right
  1110. on behalf of the Contractor, exploration, on behalf of the Contractor in accordance with the work plan and
  1111. established budgets (in terms of the Arabic language).
  1112. 19.2. The joint company shall, not later than the 20th day of each calendar month, represent
  1113. written notice to the Contractor, which roughly indicates the total amount
  1114. costs of infrastructure rehabilitation and / or
  1115. the next calendar month in United States dollars, according to the established budget, and
  1116. includes in this notification any amounts that are not expected to be spent in
  1117. end of the calendar month. Special amounts relating to a certain period
  1118. calendar month, are sent to a certain bank, according to the provisions of this
  1119. The contract on the first day and the next 15 days. If the day of payment falls on
  1120. day off, the payment is made on the next working day.
  1121. 25
  1123. Page 26
  1124. 19.3. The joint company has the right to keep the amounts paid by the contractor in a foreign
  1125. foreign currency in an open bank account with a correspondent bank with
  1126. Syrian or Russian bank. This account also holds interest or other forms
  1127. income. Withdraw funds from this account to pay for goods and services provided for
  1128. or to transfer the necessary amounts to an accredited bank in the ATS for coverage
  1129. costs of the Joint Venture in Syrian Pounds under this
  1130. The contract. The transfer of funds is carried out according to the best given price of any
  1131. bank, any commercial activity, as indicated by the Central Bank
  1132. Syria on the date of transfer.
  1133. 19.4. Within 60 days following the end of each fiscal year, the Joint Venture
  1134. grants to bodies and organizations authorized to exercise currency control
  1135. in the RAA, the report is certified by an independent and auditor. The Company and the Contractor agree
  1136. This report, which reflects the debtor's stated debt account balance
  1137. indicated in this position above, the spent sums and the account balance at the end
  1138. corresponding financial year.
  1139. 19.5. The joint company draws up a working plan and a development budget for the remaining period
  1140. the calendar year in which the release occurred and security was provided on time
  1141. no more than 60 (30) days following the notification of security, if not
  1142. another agreement has been reached. October 15 of each calendar year following the year,
  1143. when the above notice was sent, the Joint Company shall develop
  1144. annual production plan, work plan and development budget for the next calendar year.
  1145. of the year. The production plan, development plan and budget are provided to the Company and the Contractor
  1146. to receive corrections from them.
  1147. 19.6. After this, the Joint Company makes changes that it considers to be correct in
  1148. the result of any observation and in time not later than November 15 of each calendar year
  1149. The joint company shall provide the said production plan, work plan and the said
  1150. budget to the Joint-Stock Company's board of directors for approval, which should be
  1151. received within 30 days. After this, the Joint Company begins implementation of the plan
  1152. after it has been adopted and complies with the production plan in accordance with the agreed
  1153. budget and the given Contract.
  1154. 19.7. A joint company performs its work and manages its activities at a high
  1155. level and according to accepted standards in world oil production.
  1156. 19.8. The joint company within 10 days following the end of each calendar month,
  1157. after the date of the first commercial production, a detailed report of the previous
  1158. calendar month and provides it to the parties to the Contract, indicating in it the average volume
  1159. daily production. The joint company transfers to each party, and each party
  1160. receives its share of fuel in accordance with the provisions of this contract at the point of delivery.
  1161. Thus, from the point of delivery, each side bears all costs, risks and expenses,
  1162. concerning their share of fuel. Fuel allocated to the government (royalty),
  1163. fuel allocated for cost recovery and fuel received by the parties in connection with
  1164. The division of production is the same in terms of quality and produced according to the scheme
  1165. production specified in this Contract.
  1166. 19.9. In the event that during the development and production of facilities built by the Joint
  1167. The company was left with extra capacity and this capacity was used for processing
  1168. oil of the region and this capacity is not mandatory for any operations,
  1169. stipulated by this Contract, during the formation of the said excess capacity,
  1170. The company can use the specified capacity and in this case the Company and the Contractor
  1171. are collected to determine and establish a special procedure for such use. For
  1172. Exceptions of doubt in the interpretation of this provision, if the Joint
  1173. 26th
  1175. Page 27
  1176. The company asks for this extra capacity for its
  1177. this Contract, the Company undertakes to return the specified capacity of the Joint
  1178. companies, while the Joint Company does not bear any costs.
  1179. Regulation 20 - The Government, reimbursement of expenses for exemption and security
  1180. safety, oil costs, costs and production sharing.
  1181. 20.1. The right of the Government:
  1182. 20.1.1. The government has the right, as it is indicated in the below, to receive royalties in cash
  1183. equivalent or in natural equivalent of 12.50% of all produced and
  1184. stored oil in the area during the development period, including for any period of
  1185. extension (the right of the Government). The remaining 87.50 percent is divided between the Company and
  1186. Contractor by the Joint Venture in accordance with the rules specified in regulations 22 and 27 (in
  1187. fuel) or according to position 21 (in the case of gas). When the right of the Government
  1188. is represented in a natural equivalent, the Joint Venture shall transfer it
  1189. The government that receives it at the point of delivery or any other agreed point.
  1190. 20.1.2. The government has the right to notify the Joint-Stock Company in writing at least
  1191. than three months before January 1 or July 1 of each calendar year of their desire to receive
  1192. the right of the government in monetary equivalent for the next six calendar
  1193. months. In this case, the Joint Company and partners in this Joint Venture
  1194. and the Contractor and / or the Company shall receive the full scope of the right
  1195. Governments in the natural equivalent and transfer money for this in the amount determined in
  1196. according to regulation 26 (in the case of oil) and position 21.6 (in the case of gas). Specials
  1197. The cost of selling fuel intended for transfer as the Government's right,
  1198. transportation and all other costs related to such fuel are considered operational
  1199. expenses.
  1200. 20.2. Fuel for reimbursement:
  1201. 20.2.1. According to the provisions relating to the audit of accounts in this Contract, the Contractor
  1202. reimburse all costs and expenses relating to all operations for the release,
  1203. security and development and all that is associated with them, in accordance with this Contract, within
  1204. amounts ... .. This type of fuel is further defined as a "cost recovery fuel".
  1205. The contractor receives fuel intended to recover costs in kind
  1206. equivalent, as indicated in Annex 23 below. All costs and expenses that must be
  1207. be reimbursed from the "fuel reimbursement costs" are reimbursed according to the following:
  1208. Expenses for exemption, including those that have been created, prior to the effective date
  1209. The contract and up to the date of the first commercial production shall be reimbursed in full, starting with
  1210. calendar year, when these costs were incurred.
  1211. Monthly security costs not exceeding __________
  1212. US dollars monthly.
  1213. Costs for infrastructure restoration, including those that occurred before the date
  1214. the first commercial production, shall be reimbursed to the Contractor, who financed the data
  1215. costs in the interests of the Joint Venture, the Company and the RAA, starting
  1216. calendar year, when these costs were incurred.
  1217. Expenditures for development, including those incurred prior to the date of the first commercial production,
  1218. are compensated at a rate of 25% annually on the basis of their consumption at this level, starting
  1219. from the calendar year, when these costs were incurred.
  1220. It is clear and agreed that only costs and costs that can be used according to
  1221. levels as defined in regulation 20.2., as well as all that apply to them, may be
  1222. 27th
  1224. Page 28
  1225. are refunded on a percentage basis from the calendar quarter in any calendar year. Any
  1226. costs and expenses that have not been reimbursed, according to the algorithm specified above in
  1227. the calendar year is transferred to the first calendar quarter of the next
  1228. calendar year and are reimbursed during the specified quarter.
  1229. All drilling costs that are not evident, including those incurred prior to the first date
  1230. the first commercial production and all operating expenses incurred
  1231. after the first date of the first commercial production, shall be reimbursed in the same calendar
  1232. year in which they were incurred.
  1233. 20.3. If, in any calendar year, the costs and expenses to be recovered,
  1234. According to paragraph 20.2 above, the price of fuel allocated for
  1235. reimbursement of expenses in such calendar year, their reimbursement is transferred to the next
  1236. calendar year or year until they are fully reimbursed so that
  1237. In any case, they were reimbursed not later than the date of termination of the Contract with the Contractor.
  1238. 20.4. In each calendar year, the Contractor takes a sample of the produced fuel for
  1239. reimbursement of costs and uses it at its own discretion and at its own expense, as well as its share
  1240. The remaining fuel (the share of its profits from the activities of the Joint Venture) as it is
  1241. is specified in this Contract.
  1242. 20.5. If the price of fuel reimbursement costs are greater than the amount of all costs and expenses required to
  1243. compensation in any calendar year, pursuant to regulation 20.2, such excess
  1244. is transformed into an equivalent number of barrels (all estimates are
  1245. Contract called surplus fuel cost recovery ). The company receives 50% of the
  1246. excess fuel reimbursement costs, the remaining 50% of fuel cost recovery are divided
  1247. between the Company and the Contractor in accordance with the terms of this Contract. Also parties
  1248. agreed that this amount will be proportionally added to each part of the secondary
  1249. volume of production of a particular year.
  1250. 20.6. Product section :
  1251. 20.6.1. From the volume that remains from the produced and stored fuel in the area in each
  1252. calendar year after expulsion from it Government's rights and fuel for refund
  1253. costs received by the Contractor, as well as any amount of excess fuel reimbursement of costs,
  1254. The Company and the Contractor take samples and use them
  1255. individually at their own expense in the commercial node according to the following:
  1256. 25% of the production is transferred to the Contractor.
  1257. 75% of the production is transferred to the Company.
  1258. 20.6.2. From the foregoing logically it follows that the right of the Government and 40% who
  1259. are a fuel cost recovery, is excluded until the division of average values
  1260. production of oil per day of a particular year.
  1261. 20.6.3. In the event that the parties have agreed to settle on a monthly or
  1262. quarterly basis, then these calculations are used only to facilitate
  1263. changing the principle of determining royalties, fuel reimbursement costs and fuel-sharing products
  1264. based on only a calendar year.
  1265. 20.7. In order to determine the value of the Contractor's share of the fuel reimbursement costs, as well as
  1266. The cost of fuel is the Government's right and the cost of surplus and fuel is cost recovery, and
  1267. also for calculating the Contractor's revenue and paying the Contractor's revenue tax, the price
  1268. produced and stored fuel in the area, the right to which belongs to the contractor
  1269. must always reflect the market price of the fuel. In order to determine the market
  1270. The price of this fuel is as follows:
  1271. 28
  1273. Page 29
  1274. 20.7.1. the price of fuel loaded and sold, according to this Contract to the companies,
  1275. limited price or average actual price in any calendar month
  1276. free money, which can be remade based on sales of the FOB point of delivery, which
  1277. The Company and the Contractor test, depending on the priority, according to the usual conditions, with
  1278. so that these sales do not include any special actions, like barter, or that they do not
  1279. had a relationship to barter or did not include barter (hereinafter such sales
  1280. are defined as " qualified sales" ).
  1281. 20.7.2. In the event that the sale occurs on the basis of CEF or S & F, or other sales that are not
  1282. occurred on the basis of FOB, __________ is included in the cost of transportation, insurance
  1283. and other actually or declared costs, depending on what the costs will be
  1284. smaller if they exist to calculate the FOB price of the delivery place.
  1285. 20.7.3. From the provision 7.6.1 it follows that the Contractor's right to sell its crude oil to any
  1286. an affiliated company or a sister company is not limited.
  1287. 20.7.4. In the absence of qualified sales of fuel by the Contractor, the Company
  1288. determines the cost of fuel due to the Contractor using a known system
  1289. assessment of the cost of fuel in the world oil market, which is consistent between the contractor and
  1290. Company.
  1291. 20.7.5. Between the Company and the Contractor is a joint contract for the system
  1292. assessment before the start of the first commercial production, according to the decision of the Board of Directors
  1293. The joint company for each type of fuel and this system is used as a minimum
  1294. for a period of one calendar year. The system is revised after the written
  1295. request by the Company or the Contractor to the Board of Directors of the Joint Venture, when
  1296. any party noticed changes that have occurred in the world oil market. Any
  1297. The modified system is used for at least one calendar year. Initial
  1298. The prices of crude oil and / or hydrocarbon products used in the valuation system
  1299. is the average of the daily declared prices in any
  1300. internationally agreed issue on the oil market for fuel, similar in its
  1301. The quality of crude oil in need of valuation, under this Contract or
  1302. the announced prices of hydrocarbon products included in this valuation system.
  1303. 20.7.6. In the event that the qualified sales were from any of the parties (Contractor or
  1304. Companies), then qualified sales are the basis for determining the value
  1305. fuel, mentioned in this Contract, for the relevant party.
  1306. 20.7.7. If the Company or the Contractor does not agree that the prices of qualified sales
  1307. reflect the market price and / or they do not agree to discounts (benefits) in the costs of
  1308. transportation, insurance and other costs referred to in regulation 7.6.1 above and / or
  1309. The parties were unable to agree on the assessment system referred to in regulation 7.6.2 above, then
  1310. based on a written application by the Company or the Contractor, the differences are resolved
  1311. expert ( "expert" ), which is appointed jointly by the Company and the Contractor. Expert
  1312. performs his work as an expert, and not as a judge.
  1313. 20.7.8. An expert must be a person who does not have an interest in the issue being resolved. If
  1314. The Company and the Contractor could not come to an agreement within 21 days, the expert is appointed
  1315. head of the International Petroleum Institute in London, UK. The task of the expert should
  1316. To be composed in such a way that he began to solve the task for 21
  1317. days after the transfer of this task to him. The approach used by the expert in resolving
  1318. The dispute between the parties must comply with the provisions of this Contract.
  1319. 20.7.9. It follows from the provisions of this Contract that the shipment and / or sale of crude oil, as well as
  1320. gas of the Contractor is to recover costs, as well as for the purposes of payment of duties. Raw
  1321. The Contractor's oil consists of a fraction of the fuel of the Contractor's cost recovery, a share in the surplus
  1322. 29
  1324. Page 30
  1325. fuel reimbursement costs of the Contractor and the proportion of fuel-sharing products due
  1326. Contractor under this Contract.
  1327. 20.7.10. The cost of the absorbed fuel, which is specified in this Contract, or for which
  1328. the right of redemption is established, according to this Contract, is determined by this provision,
  1329. If the Government of the Company and the Contractor do not agree otherwise.
  1330. 20.7.11. After the date of the first commercial production, the Joint Venture is at a minimum
  1331. for 90 days before January 1 and until July 1 of each calendar year, a written notice to the address
  1332. The Company and the Contractor with an approximate total amount of fuel production, which it
  1333. plans to produce, store and transport (transport) in accordance with this Contract
  1334. during the next calendar half-year, according to the established international
  1335. practices of oil production. A joint company transports fuel to storage facilities (if they are
  1336. there are), which it builds, protects and controls them according to state standards, and
  1337. They also measure fuel in them by means of counters or by any other method, such as
  1338. accepted in the world practice of oil production.
  1339. 20.8. The contractor has the right and must comply with the sampling process independently in paragraph
  1340. surrender and dispose of all the fuel that is due to him, according to the provisions of the regulations
  1341. 7.1 - 7.5. The contractor also has the right, provided that he has paid the Company
  1342. amounts, according to the provisions of regulation 24, to transfer and keep abroad all amounts,
  1343. which he received, including the amount from the sale of his share of oil, according to this
  1344. contract.
  1345. 20.9. The Company and the Contractor shall meet within a reasonable time before the date of the first commercial
  1346. production, and from time to time thereafter, in order to agree on the necessary
  1347. procedures for the shipment of oil from the point of delivery in accordance with world practice in the field of production
  1348. oil.
  1349. Regulation 21 - Gas in oil fields
  1350. 21.1. Commercial gas in oil fields:
  1351. 21.1.1. If commercial gas is found in an oil field, it is necessary to apply
  1352. conditions of position _______ after the determination of gas reserves and associated technical and
  1353. financial factors, according to the following:
  1354. The joint company determines the area of ​​gas development.
  1355. In case of additional detection of commercial gas not permanently connected
  1356. hydrocarbon with the original commercial gas in the development area (petroleum
  1357. field), if additional commercial volumes are distributed outside the area
  1358. development or initial commercial gas, then the development period defined in this
  1359. The contract is extended only with respect to that part of the development area where it was discovered
  1360. additional commercial gas, for a period equal to the time difference between the start date
  1361. work on the field and the mentioned date of detection of each additional
  1362. commercial deposits with the condition that the discovery of these deposits occurred during the
  1363. the Contract.
  1364. The Contractor shall, within one year from the date of the first date of the commercial supplementary
  1365. production or increase the volumes of associated gas remaining after use in
  1366. operations on the field, or transfer them to the Company.
  1367. 21.2. Gas markets:
  1368. 21.2.1. Domestic gas market:
  1369. thirty
  1371. Page 31
  1372. In the event that the Joint Company has sent notice of the discovery of a commercial
  1373. gas, at the same time it is obliged to require the Government to inform it within 120 days
  1374. since the discovery of commercial gas on whether the Government wants to use all
  1375. gas reserves or part thereof within the ATS.
  1376. If the Government within 120 days has agreed to use gas inside the ATS,
  1377. The contractor, the Company and the Government are discussing a contract for the sale of gas for the purposes,
  1378. determined by the Government and in accordance with the conditions specified in regulation 21.3.2 below.
  1379. The Company and the Contractor transfer their proportional shares of the produced and stored
  1380. gas to meet the needs of the RAA.
  1381. Among possible uses of gas in the ATS, all economic alternatives in
  1382. additions to additional projects that can be performed by the Company,
  1383. The contractor and the third party, as objects for electricity generation, facilities for
  1384. gas liquefaction, power objects, facilities related to the production of methanol, carbamide,
  1385. ammonium, nitrogenous fertilizers and any other substances whose production needs
  1386. gas supplies.
  1387. 21.3. Gas supply contracts
  1388. 21.3.1. Any contract for the sale of gas in the territory of the RAA should be approved
  1389. Governments and should include provisions in international practice of production
  1390. oil, including long-term purchase and transfer of daily minimum volume,
  1391. established by technical standards (according to the rule "take and pay") in addition to
  1392. gas compensation conditions. The contractor receives the cost of its share of the gas that
  1393. It is used in the territory of the RAA, according to the gas contract, every calendar month in
  1394. US dollars or replacement fuel (estimated according to paragraph 21.5.4) for
  1395. The transferred gas at the point of commercial accounting in any calendar quarter.
  1396. 21.3.2. The price of gas (prepared by the Company)
  1397. 21.4. Cost recovery and product sharing
  1398. 21.4.1. Costs and expenses for the production, collection, processing and transportation of ancillary and
  1399. non-associated gas are reimbursed on the basis of the principles of product sharing and Rights
  1400. The governments indicated in this contract for produced and stored gas are not
  1401. Used in operations, not burned and not re-injected into the well.
  1402. 21.4.2. The contractor pays all costs for laying gas pipelines for gas transportation to
  1403. sale to the point of its transfer to the consumer or to the point of its connection with the existing
  1404. gas network, based on the existing situation. These costs are subject to reimbursement,
  1405. since they are considered development costs to be reimbursed.
  1406. 21.4.3. Produced gas in the area and measured at the site of commercial accounting, is prepared for
  1407. sale, by packing it in a barrel corresponding to oil (BNM) according to the conditions
  1408. item 8.4.2 and is divided according to the following percentages:
  1409. to the Contractor
  1410. of the Company.
  1411. 21.4.4. Gas (excluding liquefied fuel gas) is packaged in oil barrels,
  1412. corresponding to this equation: (prepared by the Company).
  1413. 21.4.5. The price of gas is considered based on 1000 cubic feet and the price of fuel in a barrel. Both prices
  1414. are indicated in US dollars. If you need to convert another currency into dollars
  1415. USA for the purpose of determining the price, the conversion takes place according to the average purchase price
  1416. 31
  1418. Page 32
  1419. of this currency in the Bank of England at the close of trading of each working day of this bank
  1420. in each calendar month. For this, the "S" is determined. If the specified bank does not publish
  1421. the price of the required currency, then the Company and the Contractor agree in writing to another
  1422. acceptable for both of them means for converting said currency. If
  1423. parties have not agreed on this facility, the dispute is referred to the expert for permission, according to
  1424. of paragraph 20 of ________. In the event that crude oil was not
  1425. the average price of a mixture of oil from the Gulf of Suez is taken as the basis, since it
  1426. is listed for immediate sales in the Platts European Market Wire for
  1427. determination of the value of "S".
  1428. 21.4.6. "S" is determined (thousands of cubic feet) originally on the date of the commercial gas
  1429. production (with the exception of liquefied gas fuel) ready for sale, and then "S"
  1430. is determined in each subsequent calendar month, using the above price
  1431. a barrel of fuel and using the price of gas for every thousand cubic feet, a certain
  1432. According to the signed gas sales contract, under this contract and sales at the
  1433. export in that calendar month. The number of corresponding barrels of oil in each
  1434. The calendar month is determined by dividing the volume expressed in thousands of cubic
  1435. (except for liquefied fuel gas) produced in the area and
  1436. measured at the commercial accounting node of that calendar month, by "S" in the relevant
  1437. calendar month. The number of barrels of gas corresponding to oil and any barrels
  1438. oil corresponding to the liquefied fuel gas produced in the area
  1439. field is added to the number of barrels of fuel produced in the area (and
  1440. measured in both states of fuel and gas (with the exception of the liquefied fuel gas) at
  1441. node of commercial accounting, and in the case of liquefied fuel gas it is measured at the release of c
  1442. plant) in the relevant calendar month. The total number of barrels obtained in
  1443. The result of the calculation of the level of daily production, expressed by a barrel
  1444. oil in the relevant calendar month, is used for provisions
  1445. of the present Contract.
  1446. 21.5. Liquefied fuel gas:
  1447. 21.5.1. The Company, the Contractor and the Company are discussing creating through the Joint Company
  1448. Gas plant for getting back liquefied fuel gas from detection
  1449. commercial gas. The Company and the Contractor are studying the issue of creating a plant for liquefied
  1450. fuel gas not only as a future project, but also in terms of compliance with "standards
  1451. gas pipelines ". Transmission of liquefied fuel gas for repayment of the Government and
  1452. for other purposes specified in this contract, occurs at the outlet from the liquefied
  1453. gas fuel.
  1454. 21.5.2. The Contractor shall be reimbursed for any expenses incurred on a liquefied fuel gas plant in accordance with
  1455. The provisions of this Contract, if the parties have not agreed to acceptable changes,
  1456. which can lead, according to the opinion of the Contractor and the Company, to the establishment of a plant
  1457. liquefied fuel gas capable of operating with economic and commercial
  1458. Taking into account the necessary investments and markets for this liquefied
  1459. fuel gas, as well as prices that can be set. If the Company and the Contractor
  1460. agreed to accept a new third party - a producer of gas or liquefied fuel gas in
  1461. existing export project. In this case, a third party is required to participate in an equal share in the
  1462. investment, according to the agreements of the parties concerned.
  1463. 21.5.3. The share of Government Law, cost recovery, and product sharing is determined by
  1464. cash actually received from the sale of liquefied fuel gas,
  1465. which the Contractor and / or the Company are already using in equal shares.
  1466. 21.5.4. The price of liquefied fuel gas, which is sold to the Government, to meet the needs
  1467. ATS is determined in US dollars. For one metric ton, this amount is calculated
  1468. 32
  1470. Page 33
  1471. on average arithmetic weighted prices in the corresponding calendar month,
  1472. specified in the application of the international Platts on the prices of liquefied fuel gas. The fact that
  1473. relates to propane and butane, according to their share in the LPG in the ATS, according to
  1474. This Contract is based on FOB Ex Ref / Stor in the west of the Mediterranean Sea, minus
  1475. the actual costs of transporting a metric ton of liquefied fuel gas from
  1476. of the point of sale and to the point of sale in the ATS, and also after deducting the actual
  1477. expenses for ordinary metric ton insurance for transportation of liquefied
  1478. fuel gas from the node of commercial accounting and to the point of sale in the ATS or any other
  1479. by a way agreed between the Contractor and the Government and ready for execution, if
  1480. the report "International Platts for the cost of liquefied fuel gas" stopped coming out or was
  1481. not available.
  1482. 21.5.5. If the Contractor sells its liquefied fuel gas to the Government and
  1483. If the government exports liquefied fuel gas from the ATS, the price,
  1484. due to the Contractor, is the average weighted price of all exports in
  1485. the corresponding calendar month, excluding barter agreements, interstate
  1486. sales, as well as rapid sales, the price of which does not meet reasonable market prices
  1487. liquefied fuel gas.
  1488. 21.5.6. Liquefied fuel gas is packed in barrels corresponding to oil, at the outlet of
  1489. plant of liquefied fuel gas on the basis of a direct volume of 12.3% from a barrel in each
  1490. metric ton of propane and 10.9% of the barrel in each metric ton of butane. Interest
  1491. can be changed according to the current standards for liquefied fuel gas.
  1492. 21.5.7. 90 days before the start of each calendar half-year, the Government informs
  1493. Joint company and the Contractor on whether she wants to pay the price of liquefied
  1494. of fuel gas in US dollars or the corresponding volume of fuel based on its
  1495. the monetary value corresponding to the next calendar half-year. Broadcast,
  1496. quality assessment, price determination, revenue generation and fulfillment of Contractor's obligations
  1497. and the Government, as far as the specified replacement fuel is concerned,
  1498. specified in position 7.6. This Contract is made after the relevant
  1499. changes based on the current situation.
  1500. 21.6. If the organizations listed in regulation 8 ceased to publish price information or
  1501. the information indicated in them does not reflect the realities of the market or prices, according to one of the parties, then
  1502. The prices of fuel and products are determined according to the information given in any
  1503. other publications, which continue to be published after its adjustment with the consent of both
  1504. parties, so that it closely reflects the expected results to which
  1505. the parties were to come if not for the reasons indicated in this paragraph
  1506. circumstances. If these publications also ceased to be published, the parties agree on the
  1507. other sources of information about prices. If the parties could not come to the
  1508. agreement on a suitable publication, either party may refer to the expert, according to
  1509. position 20 of this Contract.
  1510. 21.7. The Company and the Contractor agree on the acceptance of the full amount of fuel, if any
  1511. associated with the produced gas. This amount is determined according to position 20
  1512. of the present Contract. At the same time, the Contractor has the right to inform the Company that,
  1513. that the amount of this fuel is too small, in his opinion, and does not justify
  1514. Construction of facilities to transport its share of this fuel. Company in good faith
  1515. takes all reasonable steps to take all the fuel,
  1516. the Company, but if the Company did not receive this fuel
  1517. possible from a technical point of view, or if the amount of fuel is strong
  1518. To interfere with the processes of obtaining gas, then the Company and the Contractor determine the best
  1519. technical and economic way to use such fuel.
  1520. 33
  1522. Page 34
  1523. 21.8. For 90 days prior to the beginning of each calendar half-year, the Government informs
  1524. Joint company and the Contractor on whether she wants to pay the price of liquefied
  1525. of fuel gas in US dollars or the corresponding volume of fuel based on its
  1526. the monetary value corresponding to the next calendar half-year. Broadcast,
  1527. quality assessment, price determination, revenue generation and fulfillment of Contractor's obligations
  1528. and the Government, as far as the specified replacement fuel is concerned,
  1529. specified in position 7.6. This Contract is made after the relevant
  1530. changes based on the current situation.
  1531. 21.9. The Company and the Government take on irrevocable obligations to pay fuel prices
  1532. US dollars or any other currency agreed by the parties or replacement fuel in
  1533. any cases provided for in this Contract. Company and / or Government
  1534. are obliged to pay this amount to the Contractor under this Contract. The government also
  1535. provides the Company with a sufficient amount of US dollars, as well as replacement fuel for
  1536. these purposes and for settlements for any purchases of fuel from the Government for this
  1537. Contract.
  1538. Regulation 22- Safety of fuel and avoidance of losses
  1539. 22.1. The joint company undertakes to take all necessary measures in accordance with the adopted
  1540. practices in world oil production to avoid loss or loss of fuel over or under
  1541. earth in any form during production, cheese, distribution and storage. The government has
  1542. the right to prohibit any operation on any well if it believes that the operation
  1543. can damage the well or the deposit.
  1544. 22.2. After the release of any well and ensuring its safety, the Joint Company
  1545. inform the Company and the Contractor or their representatives about the time of the test
  1546. wells, if the well is to be tested, and also about the level of production
  1547. after its measurement.
  1548. 22.3. Except where the production of fuel from different production layers in one
  1549. Well, using one column of pipes, is not justified economically, then produce fuel
  1550. from different strata, containing fuel, using one column of pipes can not simultaneously
  1551. be implemented without the initial consent of the Company or its representatives, so that its
  1552. The consent was not annulled without a substantial cause.
  1553. 22.4. The Joint Company undertakes to record data on the amount of fuel produced and
  1554. water in each development area. These data are transmitted to the government or its representatives
  1555. on special investments for the same purposes, within 30 days after the date of receipt of these
  1556. data. Daily or weekly data on production in the area or areas of development
  1557. should be ready for verification by persons representing the government in a reasonable
  1558. time.
  1559. 22.5. Daily drilling records, as well as schedules of well records, should indicate
  1560. The quantity of cement, its kind and the number of any other materials used in
  1561. Wells to protect layers containing fuel or fresh water. Any significant
  1562. change in the technical state of the general condition of any well should be
  1563. The consent of the Company, which can not be canceled without a substantial reason.
  1564. 22.6. During the conduct of activities under this contract, the Joint Company shall observe
  1565. laws, legislative acts and regulations concerning the safety and health of personnel,
  1566. participating in this activity or having the opportunity to participate in it, and
  1567. laws on environmental protection in the RAA. The Joint Company pays due attention to
  1568. Environmental protection, which may be damaged as a result of its actions.
  1569. The company also strives to constantly reduce the number of issued and discarded
  1570. 34
  1572. Page 35
  1573. substances, the disposal of their activities, known for their negative impact on
  1574. environment.
  1575. Regulation 23 - Customs privileges
  1576. 23.1. The Contractor, the Joint Venture, its contractors and subcontractors that are not
  1577. Syrian companies, and working on the performance of the works specified in this
  1578. contract, have the right to import and receive customs privileges, as well as special permits
  1579. on the import of equipment and machinery, regardless of its type, if they are necessary for
  1580. use by the contractor, subcontractor and operating company, for example:
  1581. wireless equipment, computers, their components and programs, air conditioners for
  1582. offices, housing and infrastructure deposits, electronic devices and machines of all kinds
  1583. and unlimited quantities like: buses, gasoline and diesel cars needed
  1584. airplanes and helicopters, the supply of food and drinks needed for nutrition specialists
  1585. and their families, as well as consumer goods, cash and spare parts for everything
  1586. mentioned above, after obtaining permission from the responsible representative of the Company for
  1587. that the one mentioned in this paragraph will be used only to meet the conditions
  1588. or to assist in their implementation. The Contractor, the Joint Venture and its
  1589. contractors, as well as subcontractors who are not Syrian companies, have the right
  1590. "Directly export" from customs, the mentioned materials and products. Contractor,
  1591. The Joint Company and its contractors, as well as subcontractors that are not Syrian
  1592. companies, get the right not to follow the provisions of foreign trade laws,
  1593. concerning import prohibition, its definition and limitation, as well as countries
  1594. manufacturer. The examples given can not be used as
  1595. restrictive interpretation.
  1596. 23.2. Each foreign employee working for the Contractor, the Joint Venture and its
  1597. contractors or subcontractors, has the right to import, without customs privileges, reasonable
  1598. the number of household appliances, materials and personal belongings, including one machine,
  1599. which can be imported by the specialist himself or the Contractor for a specialist, with
  1600. condition that imported items are intended for personal use
  1601. employee and his family. The employee has the right to sell imported things in the RAA,
  1602. only by observing state regulation or by selling them to any other party,
  1603. which has the same benefits.
  1604. 23.3. The benefits specified in paragraph 23-1 for any imports agreed by the Company and
  1605. Contractor shall not apply to items of import that have analogues in form and
  1606. quality of items produced in the domestic market, and which can be purchased and
  1607. receive at the right time in the RAA, under similar conditions and points, whose value is not
  1608. more than 10% of the value of imported goods before adding to them customs duties,
  1609. but after adding the cost of transportation and insurance.
  1610. 23.4. Any imported items in the ATS, for which customs benefits have spread
  1611. or have not been distributed under this provision, may be exported by the party
  1612. import at any time without payment of export duties, taxes or any other duties
  1613. or tax burdens.
  1614. 23.5. Materials, equipment, new or used goods imported for reference
  1615. activities or for auxiliary needs specified in this contract and that are suitable for
  1616. use can be sold in the RAA with the condition of payment by customs
  1617. duties, taxes or any other duties or tax burdens in the event of their
  1618. availability.
  1619. 23.6. All materials, equipment and goods imported under this contract,
  1620. Exempt from duties in case of their sale in the territory of the RAA if:
  1621. 35
  1623. Page 36
  1624. 23.6.1. They were sold to companies or companies belonging to the Ministry of Oil and
  1625. natural resources.
  1626. 23.6.2. The contractor gave way to the materials, equipment and goods of the Company.
  1627. 23.6.3. They were sold to any other party with similar benefits.
  1628. 23.7. Materials, equipment and goods that have been damaged or used and not
  1629. subject to further use and determined by the Contractor and / or the Company as
  1630. scrap or wastes (if such an assessment was made by the Contractor, then it must obtain consent
  1631. The company, if the Joint Company conducts such an assessment, it must receive
  1632. consent of the Company and the Contractor without the need for the consent of the other party) may be
  1633. sold as scrap or waste without payment of customs duties or taxes or any other
  1634. tax burdens on the part of the Contractor, the Joint Company or its contractors
  1635. or subcontractors.
  1636. 23.8. In the case of a sale pursuant to paragraphs 23-5 and 23-7 above, the income from
  1637. This sale is divided as follows: The contractor is entitled to receive an amount that
  1638. will lead to a reduction in the amount of reimbursement of expenses that it has not yet received, if such
  1639. expenses exist, and which the contractor has the right to reimburse according to this
  1640. contract. In the event that the Contractor does not have the costs to be reimbursed, the income from
  1641. sale is transferred to the Joint Company completely.
  1642. 23.9. The term "customs duties" used in this provision includes all
  1643. taxes, duties, encumbrances or any other monetary costs of any kind that
  1644. can be accrued for the import of materials or the items mentioned above, excluding
  1645. The expenses necessary to pay to the Government for actually rendered services.
  1646. 23.10. The Contractor and the Joint Venture do not need any coordination or other
  1647. permits of any kind, and also receive the right not to pay any duties, taxes,
  1648. encumbrances or any other monetary or tax expenses related to export
  1649. fuel from the ATS under this contract.
  1650. Regulation 24 - Settlement books: Settlements and payments
  1651. 24.1. The Company, the Contractor and the Joint Company store payment books in their work offices in
  1652. ATS according to the calculation system specified in annex ....... and generally accepted and used
  1653. system of settlements in world oil production, and also store other books and necessary
  1654. records for clarifying the work performed under this contract, including the number and
  1655. quality of produced and stored fuel under this contract. Contractor and
  1656. The Operating Company maintains its books and records in US dollars. Joint Company
  1657. provides the Government or its representative with monthly data that reflects
  1658. The average level of an approximate daily produced and stored fuel according to
  1659. this contract. The data are processed according to the form defined by the government or
  1660. its representative, which is signed by the Chairman of the Board of Directors and the General
  1661. Director or Deputy Director General or their authorized representatives, and
  1662. are transferred to the Government or its representatives within 30 days, following the end
  1663. month, which includes data.
  1664. 24.2. The aforementioned books of calculations and other books and records mentioned earlier must be on
  1665. English and ready to be tested at any reasonable time after the notice of verification
  1666. by authorized representatives of the government.
  1667. 24.3. The Joint Company shall submit to the Contractor and the Company a statement of profit and loss of each
  1668. calendar year, not later than March 15 of the next calendar year, in which the
  1669. its net profit or losses from oil operations in the relevant calendar year,
  1670. 36
  1672. Page 37
  1673. according to this contract. At the same time, the Contractor shall submit to the Company a report on the
  1674. final budget of the same calendar year.
  1675. Regulation 25: Records, reports and verifications:
  1676. 25.1. For the duration of this contract, the Joint Company constantly prepares and stores
  1677. records containing detailed and continuous information about the current operations in the district
  1678. under this contract, and also sends to the Government or its representative, according to
  1679. local legislation in force or in accordance with law, compliance with
  1680. which the Government requires in reasonable measure, information and data related to its
  1681. The current operations in the ATS under this contract.
  1682. 25.2. The Joint Company shall keep a part of each soil sample for a reasonable period of time with a view to their
  1683. use of, with the permission of the government or its representative or their transfer
  1684. government way determined by the government itself. All samples of the Joint
  1685. Companies that it receives for its needs are tested at any time
  1686. The Government or its representative. The samples mentioned above, and which the Joint
  1687. The company kept for 12 months, and because of which it did not receive
  1688. orders for transfer to the Government, its representative or any other party,
  1689. can be used by the Joint Company at its discretion. Joint Company
  1690. undertakes to provide the Government or its representative with detailed copies of the results
  1691. analysis of samples as they become available.
  1692. 25.3. In case of export of any stony sample outside the ATS, the Company, as a representative
  1693. Governments, should obtain an analogue of this sample in size and type, if
  1694. The company did not agree to the above.
  1695. 25.4. Technical records can not be exported without the Company's permission. However, exports
  1696. magnetic films and any other data carriers for research or analysis for
  1697. ATS boundary is possible if the original data or its exact copy is kept in
  1698. ATS, with the condition that the exported data will be returned to the RAA, as they are considered
  1699. property of the Company.
  1700. 25.5. The Joint Company allows the Contractor and / or the Company, under its responsibility,
  1701. to enter, through their representatives or authorized employees, to all parts of the district, in
  1702. any reasonable time. Representatives or authorized employees have the right
  1703. to monitor the actual operations, as well as to check all assets, records and data,
  1704. kept by the Joint Venture. A representative of the Company performing his work,
  1705. under this provision, should not prevent the execution of operations or their
  1706. to hold up. The Joint Company is obliged to inform the Company's representatives
  1707. and / or the Contractor on the safety measures and regulations established at the field, and
  1708. about any danger or implicit risk known to the Joint Company. Representatives of
  1709. The Company and / or the Contractor confirm their knowledge in writing
  1710. application, mentioning the above risks, this confirmation is considered a condition to their
  1711. admission to the deposit. The Joint Company provides representatives of the Company
  1712. and / or the Contractor the same admission regime as for employees working for the
  1713. field, and also provides them with a free suitable place for the office
  1714. and furnished housing for the duration of their work in the field to facilitate implementation
  1715. conditions of this provision.
  1716. 25.6. The joint company provides the Company and the Contractor with copies of all technical reports
  1717. by area (including geological and geophysical reports, measurements, recording of wells,
  1718. current tests of samples, as well as all information and transcripts relating to
  1719. mentioned above). This information is provided for illustration only and not for
  1720. should lead to a restrictive interpretation of this paragraph.
  1721. 37
  1723. Page 38
  1724. 25.7. All these reports and information are strictly confidential. The Company or the Contractor does not
  1725. have the right to disclose them without the consent of the other party, and in the case of such consent
  1726. information can be disclosed only to subsidiaries that are managed
  1727. carries out the Ministry of Oil and Natural Resources. In turn, the Ministry
  1728. Oil and Natural Resources has no right to disclose the data without the consent of the Contractor and
  1729. Companies, and the contractor without the consent of the Government and only its subsidiaries or
  1730. their successors, or technical advisers and experts or banks, or
  1731. financial organizations from which the Contractor receives funding or
  1732. receive funding (a prerequisite is confidentiality
  1733. mentioned above) or within the limits determined by the exchange on which the shares are traded
  1734. company or on which any company that is a part of the Contractor or a subsidiary
  1735. the company of any company from which the Contractor is composed, is preparing to place its
  1736. shares for trading during the validity of this Contract.
  1737. Regulation 26 - Liability for Damage and Insurance
  1738. 26.1. The Contractor is solely liable under the law for any damage caused
  1739. "Operations for the release and security", which is performed by the Contractor.
  1740. He is also obliged to compensate the Government for all the damage caused by the data
  1741. operations.
  1742. 26.2. The Contractor fulfills its obligations under this Contract, in good faith,
  1743. neatly and professionally, but his responsibility to the Company or the Government for
  1744. any damage or loss will harm the Company as a result of the Contractor's performance
  1745. of these obligations or their non-fulfillment is limited to cases of a large error with
  1746. Contractor's responsibilities and this liability only applies to the
  1747. the fulfillment of the obligation is correct.
  1748. 26.3. In order to avoid any misunderstandings, the Contractor is in any case responsible
  1749. for consequent losses and indirect losses, including losses in production or profits.
  1750. 26.4. A joint company develops a plan to ensure the performance of its operations
  1751. according to the given contract, and also concludes contracts on insurance of the activity.
  1752. This insurance covers various types of danger, according to the world practice
  1753. production of oil, including damage that can be caused to equipment and machinery,
  1754. liability to third parties, as well as expenses for a well explosion, debris analysis,
  1755. occurred in the investigation of the explosion and similar situations. These cases are listed only
  1756. for example and should not lead to a restrictive interpretation of this paragraph.
  1757. The joint company makes every effort to ensure that the subcontractors have the proper
  1758. insurance against risks in each of its contracts.
  1759. Regulation 27 - Special Representative of the Government
  1760. 27.1. Authorized representatives of the Government have the right to enter the Area specified in the
  1761. This contract and the area of ​​operations. They also have the right to check books, records and
  1762. data of the Company, the Contractor and the Joint Venture, and to conduct reasonable
  1763. number of tests, tests for the performance of this Contract. To fulfill their
  1764. they have the right to use the Contractor's equipment and instruments and
  1765. Joint venture within reasonable limits (with the condition that such use does not lead to
  1766. directly or indirectly to the danger or did not interfere with the operations specified in this
  1767. Contract). The Government will compensate the Contractor or the Joint Venture for
  1768. loss as a result of improper use of equipment and devices. Representatives and
  1769. employees of the Contractor and the Joint Company provide the necessary assistance
  1770. representatives of the Government in such a way that their activities do not lead to danger
  1771. or to non-standard situations. The joint company undertakes to notify the representatives
  1772. 38
  1774. Page 39
  1775. The government officially on the rules of conduct at the facility. It also undertakes to inform
  1776. representatives of the Government of any implied dangers or risks known
  1777. Contractor or Joint Venture, based on the situation.
  1778. 27.2. Representatives of the Government must confirm in writing that they are
  1779. the above procedure, and their knowledge is a condition for their admission to the place
  1780. operation. The joint company gives representatives of the Government the
  1781. The same mode of operation as for its employees is free of charge, and also provides office and
  1782. time of their work in the field to simplify the implementation of the objectives of this provision.
  1783. Confidentiality of all received data, according to the provisions of this provision,
  1784. is observed by the representatives of the Government during the whole term of this
  1785. The contract and the confidentiality regime can not be removed from the information except by
  1786. written consent of the Company or the Contractor.
  1787. Regulation 28 - The right to use and train personnel - citizens of the CAP
  1788. 28.1. The Parties shall make every effort to ensure that the operations specified in this contract are carried out
  1789. qualitatively and in accordance with accepted management standards. Based on this
  1790. The Government agrees with the following:
  1791. 28.1.1. Foreign workers from administrative and engineering personnel
  1792. Contractor and working in a joint company or directed to work in the Joint
  1793. companies under this provision, as well as employees of their contractors or their
  1794. subcontractors participating in the implementation of operations under this
  1795. when applying for a residence permit, according to the Legislative
  1796. Decree No. 29 of 1970, taking into account changes and additions to it, as well as applications for
  1797. obtaining a work permit for a foreign citizen, according to the decisions of the Ministry of Internal Affairs,
  1798. The company makes every effort to obtain a permit within 3 months from the date
  1799. application. A residence permit or a work permit is available for all time
  1800. work or referral of a foreign worker to Syria.
  1801. 28.1.2. Syrian Pounds are paid at least 25% of the total amount of payments and salaries
  1802. foreign workers, both administrative and engineering, who work
  1803. from the Contractor and the Joint Venture. These employees are entitled to
  1804. the final return to their homeland for US dollars or any other
  1805. convertible currency, unused portion of the Syrian Pounds, which exceeds 25%
  1806. their salaries.
  1807. 28.2. The Contractor and the Joint Company appoint their employees for their operations. For
  1808. Each operation specified in this Contract determines the required quantity
  1809. employees, including for operations during and after the release period.
  1810. 28.3. The Contractor, following discussions with the Company, prepares and executes a special
  1811. training for all its employees - citizens of the RAA who perform operations,
  1812. specified in this Contract, with regard to applied issues of oil production.
  1813. The Contractor and the Joint Venture undertake to gradually replace their foreign
  1814. employees, especially in the administrative and technical spheres, qualified
  1815. employees - citizens of the RAA, as they are received.
  1816. 28.4. The contractor annually allocates an amount of $ 50,000 as a "budget for
  1817. training ", for internal and external training of the Company's employees, as well as for
  1818. To the centers of improvement of professional skill in sphere neti and gas for all time of action of the given
  1819. The contract is from the beginning of the calendar year, which follows the start date of the contract. For
  1820. use of the training budget. The Contractor shall cooperate with the Company in
  1821. providing a worthy of the Company's employees a chance to visit and participate in the
  1822. training programs in the field of exploration, development, as well as in technical, financial,
  1823. 39
  1825. Page 40
  1826. legal fields relating to oil that the Contractor or its subsidiaries provide
  1827. companies or third parties approved by the Contractor and the Company. Unless otherwise specified in the
  1828. other provisions of the contract, the cost of the training budget, are not considered to be
  1829. compensation, but the Company has the right to demand payment of the amount allocated for training
  1830. directly for the implementation of the training program. The amount paid to her is not included in the
  1831. costs to be reimbursed.
  1832. 28.5. The contractor is not obliged to spend more than allocated in the budget for training programs, but
  1833. In case he did not spend the amount allocated in the budget for the training program
  1834. completely in any calendar year, then the budget for training the next calendar
  1835. year increases by the unextended part. Unpaid since last calendar year, as
  1836. this is stated in this provision, is not considered to be recoverable, but in
  1837. If any costs exceed $ 50,000 in the training budget,
  1838. the amount of excess shall be reimbursed to the Contractor.
  1839. Regulation 29 - Syrian ATS and products of local origin
  1840. 29.1. The Contractor or the Operating Company and its contractors shall follow the following,
  1841. according to the situation:
  1842. 29.1.1. Prioritize local contractors if their prices and the level of implementation
  1843. are correlated with prices and the world level of performance of the work to be performed.
  1844. 29.1.2. give priority to materials produced in the RAA, as well as equipment, instruments,
  1845. consumer goods, if they meet in their technical and quality
  1846. characteristics, as well as the time of delivery and maintenance (including the provision of services
  1847. and spare parts) in front of materials, equipment, devices and consumer goods on
  1848. the world market, but in cases where the import of materials, equipment, instruments and
  1849. consumer goods occurs for the performance of operations under this Agreement and
  1850. if their local prices are higher by 15% than the price of imported analogues before adding
  1851. customs duties, but after deducting the costs of transportation and insurance.
  1852. Regulation 30 - Rules and Regulations
  1853. 30.1. The Contractor and the Joint Venture follow all the rules and regulations applicable to
  1854. local level and operating in the RAA, however the Contractor and the
  1855. subject to any laws, regulations or amendments that are inconsistent with the
  1856. the provisions of this Contract or do not correspond to them or their spirit.
  1857. 30.2. The joint company observes the laws in force in the UAR, as well as its administrative
  1858. division, as far as taxes, fees, duties and other financial deductions from revenue are concerned
  1859. and profits or that use revenue and profits as a charging basis (in
  1860. further they are called taxes on revenue in the RAA). The Contractor does not pay any
  1861. The type of taxes or duties on all received reimbursement of expenses incurred as well as
  1862. Joint company. The contractor complies with the requirement of data
  1863. the purposes of calculating taxes, maintaining records and records, access to which are
  1864. Authorized persons, except cases contradicting this Contract.
  1865. 30.3. In spite of any provision contrary to this Contract, the Contractor shall have
  1866. right for revenue tax purposes in the RAA, to reduce all costs and expenses that it incurred
  1867. near.
  1868. 30.4. The joint company is responsible, pays and pays on behalf of the Contractor
  1869. all taxes on revenue in the RAA, and also protects the Contractor from any additional
  1870. taxes in the RAA or from any additional amounts payable under the laws of the RAA
  1871. (including fines for violations not committed by the contractor) of the amounts that
  1872. 40
  1874. Page 41
  1875. The company received from the sale of its share of fuel or from the way it ordered it
  1876. in another way.
  1877. 30.5. A joint company has the right to calculate revenue taxes in the RAA to reduce
  1878. reimbursed costs by the Contractor in the RAA.
  1879. 30.6. The Company and any company of which the Contractor is a member are exempt from all taxes in
  1880. from taxes on extraction, production, export or transportation of fuel, according to
  1881. this Agreement. Any company of which the Contractor is a member is exempted from any non-
  1882. no tax on capital, if such a tax exists. Contractor and holders of shares (stakes)
  1883. The contractor is exempt from all taxes, fees and duties in relation to interest
  1884. profits on shares, as well as other profits that they receive from current activities,
  1885. in accordance with this Contract. Any company from which the Contractor is a member is not charged
  1886. any tax or duty or fee, in relation to income, interest and other
  1887. profit, which relates to loans, services provided or sold
  1888. property of the Contractor outside the RAA, or it relates to registration fees,
  1889. taxes, levies or documents signed outside the ATS in respect of
  1890. activities specified in this Contract.
  1891. 30.7. The provisions of this Contract govern the rights and obligations of the Company, the Contractor and
  1892. Joint Venture, specified in this Contract, throughout the entire Contract.
  1893. These rights and obligations under the Contract are fulfilled in accordance with the provisions of
  1894. This Contract is not subject to change or adjustment without a general agreement
  1895. between the parties.
  1896. 30.8. The contractors and subcontractors of the contractor and the Joint Company are subject to special
  1897. provisions of this contract, and adhere to all laws and regulations with
  1898. taking into account the changes applied at the local level, in that which does not contradict the present
  1899. Contract.
  1900. 30.9. Principles of Sovereignty and National Security of the RAA, specified in the laws and
  1901. regulation, applied at the local level, must be observed by the Contractor during the
  1902. operations in the territory of the RAA.
  1903. Regulation 31 - Right of Takeover
  1904. 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
  1905. for internal reasons, the Government has the right to receive all produced in the area
  1906. oil or a part thereof in accordance with this Contract. Also in these cases, the Government has
  1907. the right to compel the Contractor and the Company to increase production to the maximum level.
  1908. The government also has the right to take control of the oil field, and, if necessary,
  1909. objects related to it.
  1910. 31.2. In any case, the above actions are performed only after the transfer of the Company and
  1911. The Contractor or their representatives shall give written notice and hear their opinions.
  1912. 31.3. The absorption of production is made by the decree of the Minister, and taking under the control of the oil
  1913. field or any related objects by issuing a state decree, through
  1914. which the Company and the Contractor receive an official notification.
  1915. 31.4. In the event that the takeover was committed in the manner specified above, the Government
  1916. undertakes to reimburse the Company and the Contractor for all losses for the entire takeover period:
  1917. 31.4.1. all damage caused by these actions. However, all damage caused by the enemy is not
  1918. is included in the compensable damage, according to this provision.
  1919. 41
  1921. Page 42
  1922. 31.4.2. The government pays tranches every calendar month, giving the full cost
  1923. produced by the Government of fuel, minus the Government's Rights.
  1924. 31.5. The share of the Contractor specified in this provision is paid in US dollars or in any
  1925. other foreign currency and to any account in the bank specified by the Contractor, not later than 20 days
  1926. from the moment the invoice is submitted by the Contractor. Also the price of the received fuel is counted.
  1927. Regulation 32 - Assignment of rights
  1928. 32.1. The Company or the Contractor shall not be entitled to refuse in favor of any person, company or
  1929. corporations that are not parties to this Contract, from all or part of their rights,
  1930. privileges, duties or obligations, as they are specified in this Contract or from a share in the
  1931. A joint company without the written consent of the Government. However, each
  1932. company or any company of which the Contractor is a member and without obtaining
  1933. written permission of the Government has the right to waive its rights, benefits,
  1934. obligations and obligations under this Contract in favor of each other or in favor of
  1935. subsidiaries, with the condition that the companies of which the Contractor is composed, must be
  1936. suitable for the performance of the corresponding obligations. If a company does not
  1937. can fulfill these obligations, then in her favor can not be denied without permission
  1938. Governments and without the company being suitable for fulfilling duties
  1939. the declining person as regards its technical, financial capabilities. When
  1940. refusal in favor of one of the subsidiaries, the declining person remains "always"
  1941. responsible together with the person in favor of whom it refused.
  1942. 32.2. If the Company, or any company of which the Contractor is a member, wishes to refuse
  1943. from all or some of their rights, benefits, obligations or obligations specified in
  1944. This Contract or from any Delhi in the Joint Venture, as it was mentioned
  1945. earlier, in granting the written consent of the Government to the waiver of rights, if
  1946. it is necessary in accordance with the provisions of this provision, should not be refused without
  1947. an important reason. In order for any request to be satisfied, it must
  1948. meet the following requirements:
  1949. 32.2.1. The Contractor shall not violate any of its main obligations specified in
  1950. This Contract as of the date of submission of the request.
  1951. 32.2.2. The person or persons for whom refusal is refused must provide the Government
  1952. reasonable evidence of their financial and technical viability.
  1953. 32.2.3. The draft government's consent to waive the law should include provisions,
  1954. which accurately determine that the person in whose favor the refusal is observed complies with all
  1955. obligations, specified in this Contract, as well as all additions and changes that
  1956. were entered in writing in this Contract at the appropriate time. Draft consent
  1957. is transferred to the Government for its study and its adoption prior to its official extradition.
  1958. 32.3. Every agreement to waive a right in which the Company or the Contractor waives any right,
  1959. any of its rights, privileges, obligations or obligations under this Contract shall
  1960. be submitted to the government no later than 30 days before the date of the government's consent to
  1961. waiver of rights, and in the event that the consent of the Government is not necessary, then within 30 days,
  1962. following the signing of an appropriate waiver of rights.
  1963. 32.4. Any refusal, pursuant to the provisions of this provision, including waiver of
  1964. the Company or the Contractor in the Joint Venture shall not be subject to any
  1965. duties on transfer or any other taxes or fees.
  1966. Regulation 33 - Violation of the contract and right to revoke
  1967. 42
  1969. Page 43
  1970. 33.1. The Government has the right to cancel this Contract by the State Decree, if
  1971. Contractor:
  1972. 33.1.1. deliberately provided the Government with incorrect information that played a key
  1973. role in signing this Contract.
  1974. 33.1.2. refused his rights arising from this Contract, in an order not corresponding
  1975. to the provision 32 of this Contract
  1976. 33.1.3. announced his bankruptcy, according to a decision issued by a special court.
  1977. 33.1.4. did not comply with any final judicial decision issued under the judicial
  1978. procedures that corresponded to the provisions of regulation 35.1.1.
  1979. 33.1.5. deliberately provided the Government with false information whether the release data
  1980. any field and ensuring its security.
  1981. 33.1.6. intentionally mined without any government license any mineral resources, except for
  1982. hydrocarbons, the extraction of which this contract does not allow, excluding mineral
  1983. resources, the extraction of which is assumed on the basis of the agreed
  1984. hydrocarbon technology in the world oil production practice. In this case
  1985. The Contractor shall immediately notify the Government or its representative.
  1986. 33.2. The cancellation occurs without violating the mutual rights of the Government, the Contractor and
  1987. Companies, according to the provisions of this Treaty. In the event of cancellation, the Contractor
  1988. has the right to take out of the area all its property, after payment to the Government of all
  1989. debts, including compensation for any damage caused by cancellation.
  1990. 33.3. If the Government has determined that there is a reason for cancellation of this
  1991. Contract (not counting the force majeure specified in regulation 34 of this Contract)
  1992. The Government in writing, in an official legal form, notifies the Contractor at its
  1993. address in Syria and make sure that the Contractor or one of its representatives
  1994. received this notice for the removal of this ground or
  1995. within 90 days.
  1996. 33.4. If the ground was not eliminated after 90 days, which were the period
  1997. notice, this Contract may be immediately revoked by the State
  1998. Decree as it was stated above. In case this basis or its non-elimination
  1999. or non-elimination of the situation was the result of an act or refusal to commit an action with
  2000. Contractor, or any other company of which the Contractor is a member,
  2001. the cancellation of this Contract relates only to the relevant party and does not apply
  2002. other parties to this Contract.
  2003. Regulation 34 - Force Majeure
  2004. 34.1. The Contractor and the Company, together or one of them, are exempt from any obligation,
  2005. specified in this Contract, as well as from liability for delay in performance
  2006. obligations, in the event that the default or delay was the result of
  2007. force majeure within the limits established by force majeure. The period during which it lasted
  2008. delay or default, is added to the period necessary for
  2009. correction of any damage that arose during a given period, to a period
  2010. defined in this contract for the performance of this obligation or any
  2011. other obligation and the term of this Contract, with the proviso that this applies
  2012. only in relation to the area or part of the area affected by force majeure.
  2013. 34.2. The term force majeure means in this provision any event or system or decree
  2014. Government, published in the form of law or in any other form or any other
  2015. 43
  2017. Page 44
  2018. circumstances of force majeure, or disobedience, disobedience, robbery, war (as
  2019. declared or undeclared), strike, strike, fire, flood or re-take
  2020. under the control of deposits by terrorists and armed formations, despite everything
  2021. efforts undertaken by the Contractor to ensure security or any other
  2022. an error that is not a mistake or an oversight of the Company or the Contractor or anyone
  2023. of them, whether it is similar or dissimilar to what was mentioned earlier on the condition that any
  2024. The reason for these could not be prevented by the Company and the Contractor or by anyone
  2025. of them.
  2026. 34.3. Not excluding the above and if the provisions of this Contract do not contain otherwise,
  2027. The government does not bear any responsibility in any form before the Company and
  2028. By the Contractor or before any of them for any damage or loss or restriction,
  2029. which occurred due to force majeure, mentioned above, excluding force majeure, which happened on
  2030. with the approval of the Government, whether this force majeure took the form of a law or any
  2031. another kind.
  2032. 34.4. If the force majeure occurred during the release and lasted exactly one year, the Contractor
  2033. has the opportunity to waive its obligations specified in this Contract,
  2034. in writing notifying the Government and the Company of its decision 90 days before the date that
  2035. it defines as the date of termination of obligations. In this case, the Contractor does not bear any obligation,
  2036. any additional liability.
  2037. Regulation 35 - Disputes and Arbitration
  2038. 35.1. The agreed parties assess their relations under this Contract on the basis of
  2039. conscientiousness and reasonableness and from what will lead to satisfaction of common interests
  2040. all parties, according to the principles of work in the field of oil production.
  2041. 35.2. Any dispute or disagreement is a requirement that may arise between the Government,
  2042. Contractor and the Joint Venture and relating to the interpretation of this contract, its
  2043. application or execution is resolved peacefully or sent to the
  2044. specializing courts of the RAA for permission.
  2045. 35.3. Any other dispute between the contractor and the Company (excluding disputes related to
  2046. The government) is solved by peaceful means or is sent to international arbitration,
  2047. according to English laws.
  2048. 35.4. Except those provisions in this Contract, for the solution of which an expert is involved,
  2049. any dispute or disagreement or claim that arises between the Contractor and
  2050. The Company, as regards this Contract, is ultimately settled by arbitration,
  2051. which includes three arbitrators in Geneva, Switzerland, in accordance with the rules of UNCITRAL /
  2052. 35.5. Either party has the right to notify the other party of his desire to refer the dispute to the court
  2053. and the fact that this party (hereinafter the first party) determined the judge, mentioning his name in this
  2054. notification, and the other party (hereinafter referred to as the second party) notifies the first party in writing and
  2055. within 30 days from the receipt of her notification of the judge whom she chose.
  2056. 35.6. In the event that the second party did not determine the judge, as indicated above, the first party
  2057. has the right to demand from the court secretary of the Permanent Court of Arbitration in The Hague, Holland
  2058. appoint a judge on his behalf.
  2059. 35.7. Both judges select a third judge within 30 days. If the judges could not choose, then
  2060. the third judge is appointed secretary of the Permanent Court of Arbitration in The Hague, Holland,
  2061. based on the request of either party.
  2062. 35.8. The third judge should not be a citizen of the RAA or any other country in which
  2063. organized by one of the companies of which the Contractor is composed, but it must be
  2064. 44
  2066. Page 45
  2067. citizen of the country having diplomatic relations with the RAA and with countries in which
  2068. the companies of which the Contractor is organized. Also, the third judge should not
  2069. be economic interests in the field of fuel in the RAA or related to the parties,
  2070. signed the Contract with their successors or with those in whose favor they renounced the rights.
  2071. 35.9. Parties and the Government must provide the refereeing committee with full cooperation (including
  2072. including access to the place of oil operations) to obtain any information necessary for
  2073. objective consideration of the dispute. The absence or non-appearance of any party to the court is not
  2074. leads to the cancellation or suspension of judicial actions at any stage or in any of the
  2075. them.
  2076. 35.10. During the conduct of the court proceedings and until the court decision, the operations and
  2077. The activities that led to the trial should not be stopped. If the decision was in
  2078. the plaintiff's benefit, he can include in it compensation for the damage that was inflicted on him.
  2079. 35.11. The parties agree that the decision made by the judicial committee as regards
  2080. submitted to the court of disagreement, is the only and exclusive legal
  2081. decision on any claims or counterclaims referred to
  2082. consideration of the judicial committee. Neither party has the right to appeal
  2083. decision or challenge its binding force for any reasons.
  2084. 35.12. Provisions concerning the court in this Contract remain valid, in spite of
  2085. termination of this Contract.
  2086. Regulation 36 - Status of the parties
  2087. 36.1. Rights, duties, obligations and liabilities related to the Company and the Contractor in
  2088. This Contract and the Joint Venture shall not be deemed to be joint or joint. Of
  2089. This Contract follows that it can not be interpreted as a Contract that leads to
  2090. creation of a partnership, joint stock company or a joint company.
  2091. 36.2. The Contractor and each company of which the Contractor is a member
  2092. in respect of its legal status, the grounds, organization,
  2093. creation, internal regulations, ownership interests and ownership. Shares of the Contractor and each
  2094. company of which the Contractor is a member and which it owns outside the ATS is prohibited to
  2095. trade in ATS, as well as IPO in the RAA.
  2096. Regulation 37 - General Provisions
  2097. 37.1. Despite any violation of the provision, the Government has the right to apply the law
  2098. pre-emptive purchase in whole or in part for fuel that belongs to
  2099. Company or Contractor. In this case, the Government fully pays for the cost
  2100. fuel, the right to preferential purchase in respect of which it applied,
  2101. Company and the Contractor for the entire period in which it applied its right, that is, each
  2102. calendar month.
  2103. 37.2. Government The Company and the Contractor sign an agreement for the necessary procedures,
  2104. to determine the cost of fuel in respect of which the Government applied the law
  2105. pre-emptive purchase. The contractor receives payments monthly in US dollars or
  2106. any other currency that he transfers abroad within a period of not more than 20 days from the moment
  2107. receipt. The price at which the Contractor is paid for the specified fuel is determined
  2108. provisions of this contract.
  2109. 37.3. The headings and subtitles specified in each provision of this contract were introduced
  2110. for the parties to understand the contract and can not be used for interpretation
  2111. these provisions or their interpretation.
  2112. 45
  2114. Page 46
  2115. 37.4. In the case of fuel spreading outside the Area to one or more neighboring areas,
  2116. which belong to the Joint Venture, the Company or the Contractor or one of
  2117. subcontractors or more, or if this area is considered an "open area" then
  2118. interested parties should come together and work out an agreement under the chairmanship of the
  2119. joint company and for the best evaluation of this fuel and develop an agreement for
  2120. development of fuel, its production and storage jointly and in case of the possibility of transportation
  2121. fuel from the place of its concentration, and also reach an agreement on the method of distribution
  2122. costs and revenues according to fair distribution. Any agreement to which
  2123. came the parties, must obtain the consent of the Minister.
  2124. 37.5. The parties agree that if the US dollar is specified in this Contract and its annexes, then
  2125. this is also considered an indication of "amounts in EURO" (or amounts in any convertible
  2126. foreign currency, to which the Company will agree). Thus, any payment or
  2127. transfer or calculation under this contract must comply with its terms, where
  2128. You can use the Euro (or any other convertible foreign currency) as a substitute
  2129. of the US dollar. The use of the Euro (or any other foreign convertible currency)
  2130. occurs according to the price indicated by the European Central Bank on the last business day
  2131. calendar month, which precedes the calendar month in which the
  2132. payment or transfer or counting.
  2133. Regulation 38 - Property for assets
  2134. 38.1. The company becomes the owner of all the assets that it bought and received into ownership
  2135. Contractor or a Joint Venture to carry out the development of gas or oil and their
  2136. production, and which is performed by the Contractor or the Operating Company on behalf of
  2137. Company and Contractor and in their favor, according to the following:
  2138. 38.1.1. The lands purchased by the Joint Venture become the property of the Joint
  2139. companies as soon as they were bought. The costs of purchasing these lands are reimbursed
  2140. To the Contractor.
  2141. 38.1.2. Ownership of assets, movable and immovable, passes gradually and
  2142. "Automatically" from the Contractor or the Joint Company of the Company, when its costs
  2143. are subject to reimbursement. Transfer of ownership of movable and immovable assets from
  2144. Contractor to the Company passes only at the end of the year, in which the Contractor fully
  2145. reimburse all of its expenses, in accordance with the provisions of this Contract or on the date of expiration
  2146. term of the Contract, whichever is the sooner.
  2147. 38.1.3. The Contractor notifies the Company or the Joint Company notifies the Company and
  2148. Contractor for 45 days before the end of each calendar quarter of the book value
  2149. assets that were updated during each calendar quarter.
  2150. 38.2. During the validity of this Agreement and for the time of any extension thereof, the Contractor,
  2151. The joint company is entitled to use in the area to which it is distributed
  2152. Contract or in any other area determined by the Company of all movable and
  2153. immovable assets. The Contractor and the Company use these assets only with the consent of
  2154. the other side.
  2155. Regulation 39 - Arabic and Russian texts
  2156. The Arabic text of this contract is the basis for its interpretation and interpretation in the courts
  2157. CAP. At the same time, in case of a dispute between the Company and the Contractor,
  2158. Regulation 35 of this Contract, as well as for daily management and other
  2159. communications between the Company and the Contractor, both Russian and Arabic
  2160. for the interpretation of this Contract, its interpretation. Both texts have equal power.
  2161. 46
  2163. Page 47
  2164. Regulation 40 - Ratification:
  2165. 40.1. This Contract is not mandatory for any party, if it was not
  2166. The law published in the official publication of the RAA was published. Harmonization and ratification
  2167. The provisions of this Contract give them the force of law, despite any other
  2168. Governmental and Legislative Decrees acting in the RAA and contradicting
  2169. provisions of this Contract.
  2170. 40.2. Claiming all that was mentioned above, the parties signed each and every one that touches it in
  2171. This Contract, drawn up in both languages ​​at the said date at the beginning of the Contract.
  2172. 47
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