ConocoPhillips 10Q 2021 Q2 Quarterly report | COP Filing

Exhibit 10.2

TIME SHARING AGREEMENT

This

Time

Sharing

Agreement

(the

“

Agreement

”)

entered

into

the

last

date

set

forth

under

the

signatures

the

parties,

and

between

_____________

with

offices

_____________

(“

Lessor

”),

and

_____________

with

business

address

_____________

(“

Lessee

”).

RECITALS

WHEREAS

_____________

(“

Owner

”)

the

registered

owner

the

aircraft

(“

Aircraft

”) listed on

Exhibit B

attached hereto; and

WHEREAS, Lessee desires to lease said Aircraft with flight crew from

Lessor pursuant to

this Agreement

on a

non-exclusive time-sharing

basis as

defined in

14 C.F.R.

§ 91.501(c)(1)

the Federal Aviation Regulations (“

FAR

”);

The parties agree as follows:

Provision of

Aircraft; Term

. Lessor

agrees to

lease the

Aircraft to

Lessee pursuant

to the provisions of 14 C.F.R. § 91.501(c)(1) and, in accordance with Section 7 hereof, to provide

a fully qualified flight crew for all

operations. This Agreement shall commence on

the date hereof

(the “

Effective Date

”), and continue

for the remaining

portion of the

Calendar Year

(“

Calendar

Year

” being defined as

the period beginning January

of each year

and ending December 31

the

same

year).

Thereafter,

this

Agreement

shall

automatically

renew

January

each

subsequent Calendar

Year,

unless and

until terminated

pursuant to

the terms

of this

Agreement.

Except as otherwise provided in Section 9, either party may at any time terminate this Agreement

upon ten (10) business days’

written notice to the other party.

Reimbursement

Lessee

shall

pay

Lessor

for

each

flight

conducted

under

this

Agreement

(including

all

applicable

“deadhead”

positioning

flights)

agreed

Lessor

and

Lessee, but

NOT MORE THAN

the amount authorized by 14 C.F.R.

§ 91.501(d). The expenses

authorized by 14 C.F.R. § 91.501(d) include:

(a)

Fuel, oil, lubricants, and other additives;

(b)

Travel expenses of the crew,

including food, lodging and ground

transportation;

(c)

Hangar and tie down costs away from the Aircraft’s base of operation;

(d)

Insurance obtained for the specific flight;

(e)

Landing fees, airport taxes, and similar assessments;

Exhibit 10.2

(f)

Customs, foreign permit, and similar fees directly related to the flight;

(g)

flight food and beverages;

(h)

Passenger ground transportation;

(i)

Flight planning and weather contract services; and

(j)

An additional charge equal to

100% of the expenses

listed in

subsection

(a)

of this Section 2.

Expenses; Invoicing; Taxes

. Lessor will pay all expenses related to the

operation

of the Aircraft when

incurred and will

provide an invoice

to Lessee for the

expenses enumerated

in Section

2 as

well as

all applicable

FET and

any other

applicable Taxes (as such

terms are

defined

herein),

and Lessee

shall pay

to Lessor

all such

invoiced amounts

upon Lessee’s

receipt of

such

invoices, all in accordance with Lessor’s internal procedures.

Except

may

otherwise

specifically

provided

C.F.R.

91.501

but

notwithstanding anything else to the

contrary herein, and whether or not

such Taxes

are invoiced

Lessee

accordance

with

this

Section

Lessee

shall

responsible

for,

and

agrees

indemnify,

defend,

and

hold

Lessor

harmless

from

and

against,

and

shall

pay

Lessor

accordance with this Section 3

(or, in all other cases, to

the applicable authority when

due) the full

amount of any

and all

FET (as defined

herein), sales,

use, retail, excise,

value added

tax (VAT),

or other taxes, fees, duties, claims, or charges of

any and every kind or nature whatsoever as well

as any penalties, interest and

attorneys’ fees relating thereto that

are or may be assessed,

levied, or

imposed by any federal, foreign, national, state, county, district, city, local, or other governmental

authority

jurisdiction

airport

result

this

Agreement

and/or

any

flights

conducted

pursuant to

this Agreement.

Without

limiting the

generality of

the foregoing,

Lessor and

Lessee

specifically acknowledge that

all flights under

this Agreement shall

be subject to

commercial air

transportation excise taxes pursuant to

26 U.S. Code § 4261 (any and all such taxes, “

FET

”)

The

indemnities

and

Lessee’s

obligations

set

forth

this

Section

shall

survive

the

termination of this Agreement.

Flight

Requests

Lessee

will

provide

Lessor

with

requests

for

flight

time

and

proposed flight schedules in

accordance with Lessor’s internal

procedures and as

far in advance of

any given

flight as

possible. Requests

for flight

time shall

be in

a form,

whether written

or oral,

mutually convenient to,

and agreed upon

by the

parties and in

accordance with

Lessor’s internal

procedures.

Flight

Scheduling

Lessor

shall

have

final

authority

over

the

scheduling

the

Aircraft, provided that

Lessor will

use reasonable

efforts to

accommodate Lessee’s

needs and

avoid conflicts in scheduling, consistent

with Lessor’s (and any other

operator and/or lessee of

the

Aircraft’s)

use

the

Aircraft

and

permitted

(and subject

the

requirements

of)

Owner.

Exhibit 10.2

Lessor shall have no obligation under this Agreement to arrange for

or to provide air travel in the

event that the Aircraft

is unavailable to satisfy

Lessee’s requests

for flight time

for any reason or

if Owner otherwise does not consent to such use.

Aircraft

Maintenance

Lessor

shall

solely

responsible

for

securing

repairs,

maintenance,

preventive

maintenance

and

required

otherwise

necessary

inspections

the

Aircraft, and

shall take

such requirements

into account

in scheduling

the Aircraft.

No repair, period

maintenance,

preventive

maintenance,

inspection

shall

delayed

postponed

for

the

purpose

scheduling

the

Aircraft,

unless

said

repair,

maintenance, or

inspection

can be

safely

conducted at

a later

time in

compliance with

all applicable

laws and

regulations, and

within the

sound discretion of the pilot in command.

Flight Crew

. Lessor shall provide to

Lessee a qualified flight crew for

each flight

undertaken under this Agreement.

Operational

Authority

accordance

with

the

applicable

FARs,

the

qualified

flight crew

provided by

Lessor will

exercise all

of its

duties and

responsibilities in

regard to

the

safety of

each flight conducted

hereunder. Lessee specifically agrees

that the flight

crew, in its sole

discretion, may terminate any flight, refuse to commence any flight, or take other action which in

the considered judgment of the

pilot in command is necessitated

by considerations of safety.

The

pilot

command

shall

have

final

and

complete

authority

delay

cancel

any

flight

for

any

reason or

condition

which

his judgment

would compromise

the

safety of

the

flight.

such

action

the

pilot

command

shall

create

support

any

liability

for

loss,

injury,

damage, or

delay to

Lessee or

any other

person. The

parties further

agree that

Lessor shall

not be

liable for

delay or failure

to furnish

the Aircraft and

crew pursuant to

this Agreement when

such failure is

caused by the demands of the Lessor’s

(or any other operator or lessee of the

Aircraft’s) business

operations

requiring

use

the

Aircraft,

actions

inactions

(including

the

withdrawal

withholding

of,

refusal

provide,

consent)

Owner,

government

regulation

authority,

mechanical difficulty,

war, civil commotion,

strikes or labor disputes, weather conditions, acts

God, or any other cause or occurrence beyond Lessor’s reasonable control.

Insurance

. At

all times

during the

term of

this Agreement,

Lessor shall

maintain

the following insurance coverages from insurance carriers acceptable to Lessee:

(a)

Aircr

aft Physical

Damage insurance in

an amount

at least equal

to the fair

market value of the Aircraft; and

(b)

Aircraft

Liability

Insurance

–

Combined

Single

Limit

Bodily

Injury

and

Property

Damage,

Including

Passengers,

least

$100,000,000

for

each

occurrence.

Such coverage shall:

primary,

non-contributing

with

any

insurance

maintained

Lessee;

ii.

Name Lessee and his guests as additional insureds;

Exhibit 10.2

iii.

Expressly waive subrogation against Lessee; and

iv.

Provide at

least thirty

(30) days

advance written

notice to

Lessee of

any material changes, cancellation, or non-renewal.

requested

writing

Lessee,

Lessor

shall

furnish

Lessee

with

duly

executed

certificates

evidencing

all

required

insurance

coverages,

limits

and

requirements,

together

with

satisfactory evidence

of the

premium payment.

Lessee retains

the right

to terminate

this Agreement

immediately if Lessor fails to

provide adequate and proper evidence of required

insurance within

a reasonable time after Lessee’s written request for such evidence.

Lessor shall also bear the

cost of paying any deductible amount

on any policy of insurance

in the event of a claim or loss.

Each liability

policy shall

be primary

without right

of contribution

from any

other insurance

which is carried by Lessee or Lessor and shall expressly provide that all of the provisions thereof,

except the

limits of

liability,

shall operate

in the

same manner

as if

there were

a separate

policy

covering each insured.

10.

Lessee Warranties

. Lessee warrants that:

(a)

Lesse

will

use

the

Aircraft

for

and

account

Lessee

and

Lessee’s

guests’

personal

travel

needs

and

will

not

use

the

Aircraft

for

the

purpose

providing

transportation of passengers or cargo in air commerce for compensation or hire; and

(b)

Lessee will

refrain from incurring any mechanics

or other lien and shall

not

attempt

convey,

mortgage,

assign

lease

the

Aircraft

create

any

kind

lien

security

interest involving the Aircraft or

do anything or take any

action that might mature into

such a lien.

The terms of this Section 10 shall survive the termination of this Agreement.

11.

Lessor Indemnity

. Lessor hereby indemnifies Lessee and agrees to hold harmless

Lessee from and against

any liabilities, obligations, losses

(excluding loss of anticipated

profits),

damages,

claims,

actions,

suits,

costs,

expenses

and

disbursements

(“Losses”)

imposed

on,

incurred

asserted

against

Lessee

arising

out

resulting

from

the

ownership,

lease,

maintenance, repair,

possession, use,

operation,

condition, or

other disposition

or application

the

Aircraft.

Lessor’s

obligation

indemnify

Lessee

under

this

Section

shall

not,

however,

extend to any Loss (i)

resulting from the willful misconduct or

gross negligence of Lessee, (ii) to

the

extent

such

Loss

direct

result

any

failure

Lessee

comply

with

any

covenants

required to be performed

or observed by him

under this Agreement, or

(iii) to the extent such

Loss

is a

direct result

of any

breach by

Lessee of

any of

Lessee’s warranties or

representations contained

in this Agreement.

Exhibit 10.2

12.

Lessee Indemnity

. Lessee hereby indemnifies Lessor and agrees to hold harmless

Lessor from and against any Losses imposed on, incurred by or asserted against Lessor (i) arising

out of or

resulting from

the willful misconduct

or gross

negligence of

Lessee, (ii) to

the extent

such

Loss

direct

result

any

failure

Lessee

comply

with

any

covenants

required

performed or observed

by him,

or (iii) to

the extent

such Loss is

a direct result

of any breach

Lessee of any of Lessee’s warranties or representations contained in this Agreement.

13.

Permanent Base

of Operations

. For

purposes of

this Agreement,

the permanent

base of operation of the Aircraft shall be in __________.

14.

Assignment;

Successors

and

Assigns;

Entire

Agreement

Neither

this

Agreement nor any party’s

interest herein shall be

assignable.

This Agreement shall inure

to the

benefit

and

binding

upon

the

parties

hereto,

their

representatives

and

successors.

This

Agreement

constitutes

the

entire

understanding

between

Lessor

and

Lessee,

and

any

change

modification must be in writing and signed by both of Lessor and Lessee.

15.

No Joint Venture

Nothing herein shall be construed to create a partnership, joint

venture, franchise, or any relationship of principal and agent between Lessor and Lessee.

16.

Amendments; Waivers

. This Agreement

shall not be modified

or amended except

by an

instrument in

writing signed

by authorized

representatives of

Lessor and

Lessee. Waivers

shall not

be effective

except in

writing signed

by an

authorized representative

of the

party to

bound.

17.

Notices

All

communications

and

notices

provided

for

herein

shall

writing

and shall become effective when delivered by

electronic mail transmission or by Federal Express

or other overnight

courier or four

(4) days following

deposit in the

United States mail,

with correct

postage for first-class mail prepaid, addressed to Lessor or

Lessee at their respective addresses set

forth under

their signatures

below,

or else

as otherwise

directed by

the other

party from

time to

time in writing.

18.

Applicable Law;

Counterparts

. This

Agreement is

entered into

under,

and is

be construed in accordance with, the laws of Texas and the applicable FAR.

This Agreement may

executed

the

parties

digital

signature

electronic

facsimile

transmission

counterparts,

each

which,

when

duly

executed,

whether

digital

signature

electronic

facsimile transmission, shall constitute an original hereof.

19.

TRUTH-IN-LEASING STATEMENT

UNDER 14 C.F.R. § 91.23

THE

AIRCRAFT

LISTED

EXHIBIT

ATTACHED

HERETO

BEEN

MAINTAINED

AND

INSPECTED

UNDER

FAR

PART

DURING

THE

MONTH

PERIOD PRECEDING THE DATE OF THIS AGREEMENT OR, IF THE AIRCRAFT IS LESS

THAN

MONTHS

OLD,

SINCE

NEW.

__________,

CERTIFIES

THAT

THE

AIRCRAFT

LISTED

EXHIBIT

ATTACHED

HERET

COMPLIANT

WITH

APPLICABLE

MAINTENANCE

AND

INSPECTION

REQUIREMENTS

FAR

PART

FOR

THE

Exhibit 10.2

OPERATIONS

TO BE CONDUCTED UNDER THIS AGREEMENT.

THE

AIRCRAFT

LISTED

EXHIBIT

ATTACHED

HERETO

WILL

MAINTAINED

AND

INSPECTED

UNDER

FAR

PART

FOR

OPERATIONS

CONDUCTED UNDER THIS AGREEMENT.

DURING THE

DURATION

OF THIS

AGREEMENT,

__________, IS

CONSIDERED

RESPONSIBLE

FOR

OPERATIONAL

CONTROL

THE

AIRCRAFT

LISTED

EXHIBIT B ATTACHED

HERETO UNDER THIS AGREEMENT.

AN EXPLANATION

OF FACTORS BEARING ON OPERATIONAL

CONTROL AND

PERTINENT

FEDERAL

AVIATION

REGULATIONS

CAN

OBTAINED

FROM

THE

RESPONSIBLE FAA FLIGHT STANDARDS

DISTRICT OFFICE.

THE

“INSTRUCTIONS

FOR

COMPLIANCE

WITH

TRUTH

LEASING

REQUIREMENTS” ATTACHED

HERETO IN

EXHIBIT A ARE

INCORPORATED

HEREIN

BY REFERENCE.

THE

UNDERSIGNED,

DULY

AUTHORIZED

OFFICER

__________,

CERTIFIES

THAT

RESPONSIBLE

FOR

OPERATIONAL

CONTROL

THE

AIRCRAFT LISTED

ON EXHIBIT

B ATTACHED

HERETO AND THAT IT UNDERSTANDS

ITS RESPONSIBILITIES

FOR COMPLIANCE

WITH APPLICABLE

FEDERAL AVIATION

REGULATIONS.

[SIGNATURE

BLOCK IS ON THE FOLLOWING PAGE]

Exhibit 10.2

WITNESS

WHEREOF

the

parties

have

executed

this

Agreement,

intending

legally bound.

(LESSOR)

____________________________

Name:

__________________________

Title:

____________________________

Date: _________________

Address:

Phone: _________________

Facsimile: ______________

Email: _________________

(LESSEE)

______________________________

Date: _________________

Address:

Exhibit 10.2

EXHIBIT A

INSTRUCTIONS FOR COMPLIANCE

WITH “TRUTH IN LEASING” REQUIREMENTS

Mail a copy of the lease to the following address via certified mail, return

receipt requested, immediately upon execution of the lease (14 C.F.R. §

91.23 requires that the copy be sent within twenty-four hours after it is

signed):

Federal Aviation Administration

Aircraft Registration Branch

ATTN:

Technical Section

P.O.

Box 25724

Oklahoma City, Oklahoma 73125

Telephone or fax the nearest Flight Standards District Office

at least forty

eight hours prior to the first flight under this lease.

Carry a copy of the lease in the aircraft at all times.

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ConocoPhillips (COP) 10-Q2021 Q2 Quarterly report

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