EXHIBIT 10.15
MASTER GEOPHYSICAL DATA ACQUISITION AGREEMENT
(Domestic)
This MASTER GEOPHYSICAL DATA ACQUISITION AGREEMENT (the "MASTER AGREEMENT"
or "AGREEMENT") made this 14th day of March A.D. 1997 between Zydeco
Exploration, Inc., a Texas corporation having an office located in Houston,
Texas (hereinafter called "Company") and Grant Geophysical, Inc., a Delaware
corporation having an office in Houston, Texas (hereinafter called
"Contractor"). Company and Contractor may each be referred to as "Party" or
collectively as "Parties."
For and in consideration of the covenants and promises of the Parties
herein set forth, the Parties do hereby agree as follows:
1. NATURE OF WORK
The Company shall select and in writing designate to Contractor from time
to time each area to be surveyed geophysically in search of subsurface
geological structures favorable to the accumulation of oil and gas, and
Contractor shall, if it has the resources available to do so, conduct the said
geophysical survey(s) (hereinafter called the "Survey(s)") in those areas so
designated by Company.
2. SUPPLEMENTARY AGREEMENTS
2.1. Whenever a Survey is requested, Contractor and Company will enter
into an agreement supplemental hereto which will be attached to and considered a
part of this Master Agreement. Each such agreement will be designated as a
"Supplemental Agreement." This first supplement will be "Supplemental Agreement
1"; successive supplements will be identified in numerical order.
2.2. Each Supplemental Agreement shall provide for the following:
(a) The area(s) (state, county/parish, etc) where the Survey(s)
will be conducted (the "Area of Operations").
(b) The approximate commencement date, if applicable, of the
Survey(s) (the "Commencement Date").
(c) The approximate period of time or number of miles, if
applicable, that will be required to complete the Survey(s).
(d) The type of Survey(s) to be conducted. The equipment,
instruments, personnel and other items (the "Crew") which will be
required for the Survey(s).
(e) The compensation to be paid Contractor for conducting the
Survey(s) (the "Compensation").
(f) Any other matters of a business, operational or technical
nature as may be agreed by the Parties.
2.3. Each Supplemental Agreement will be executed and dated by a duly
authorized representative of each Party.
3. PERSONNEL, EQUIPMENT AND SUPPLIES
3.1. The Contractor shall furnish, immediately place in service and
maintain, at its sole cost and expense, for the performance of Survey(s)
hereunder, the Crew more particularly described in Supplemental Agreements
hereunto annexed.
3.2. Varying operating conditions may require the Crew personnel and
equipment set forth in said Supplemental Agreements to be augmented and
accordingly Contractor shall, when authorized by Company, furnish such auxiliary
or replacement personnel, equipment, supplies and services as may be required in
connection therewith all as more particularly set forth and described in the
Supplemental Agreements or amendments thereto, which shall clearly set forth the
additional compensation, if any, to be paid to the Contractor as a result of
such changes.
4. PERMITS
4.1. Contractor shall, at the Company's request and expense, obtain such
permits, licenses, and clearances from land owners, mineral owners, appropriate
governmental agencies, lessors, tenants, and all other persons having
permissible interests in the land or its subsurface minerals, in the Area of
Operations, as may be required in connection with all such Survey(s) to be
performed by Contractor under this Agreement (the "Land Entry Permits").
Company's cost shall include payments to governmental agents, their per diem, if
any, and Contractor's personnel and equipment needed to secure such permits and
licenses. Contractor will use its best efforts to secure written permits from
the person or persons representing themselves to be owners or lessors of the
areas involved.
4.2. In the event it becomes necessary to pay for permission to enter
upon any area connected with the Survey, Contractor will notify Company of such
area involved and the price required in order to obtain the Land Entry Permits
and will proceed with the consent of Company's authorized representative.
Company will reimburse Contractor the cost of all such permits unless otherwise
provided in the applicable Supplementary Agreement.
4.3. In the event Company assumes the responsibility for obtaining Land
Entry Permits from owners or occupants of the land to be surveyed either by
utilizing
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Company personnel or those of third party contractors (whether individuals,
corporate or otherwise), Contractor shall not be responsible for any delays in
its operations caused by (i) the inability of Company to acquire any permit on a
timely basis or (ii) onerous provisions contained in such permits which impede
the operations of Contractor hereunder.
5. CONDUCT OF OPERATIONS
5.1. The Contractor covenants and agrees with Company that during the
term of this Agreement, it will:
(a) Enter upon no lands in respect of which all necessary Land
Entry Permits shall not have been first obtained, as provided in Clause
4 above.
(b) Equip its Crew with instruments and equipment herein specified
and maintain such equipment in good operating condition
(c) Provide its Crew with qualified and experienced personnel.
(d) Perform all Survey(s) hereunder in an orderly, efficient and
workmanlike manner in strict compliance with all applicable laws,
ordinances, rules and regulations for the time being in force in every
state and locality wherein the Survey(s) hereunder is to be performed.
(e) Comply fully with the provisions of all workmen's compensation
legislation, ordinances, rules and regulations in force in every state
wherein the Survey(s) is to be performed.
(f) Exercise reasonable diligence in the care, use and maintenance
of any and all materials and/or equipment which may be furnished to it
by Company hereunder.
(g) Initiate all energy source units at a safe distance from water
wells, buildings and structures owned by third persons with a view to
avoiding, as far as reasonably possible and consistent with prudent
geophysical operations, all risk of damage to such wells, buildings and
other structures.
(h) Make every reasonable effort to conduct operations so as to
result in minimum disturbance to the surface and to restore the surface
as nearly as possible to its original condition. After Contractor has
obtained releases for surface restoration, whether of government origin
or otherwise, liability for any subsequent requirements for erosional or
pollution repair or prevention shall rest with Company, which liability
shall survive the termination of this Agreement.
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(i) Pay and satisfy all labor and materialmen's claims validly
made or incurred in connection with the Survey(s) performed hereunder.
5.2. The Company covenants and agrees with Contractor as follows:
(a) It will not require Contractor to do any matter, act or thing
in the performance of the Survey(s) hereunder that is contrary to or in
violation of any law, ordinance, rule or regulation governing the
subject matter of this Agreement.
(b) It will, in writing, designate to Contractor its authorized
representative through whom all communications between the Parties
hereto shall be directed relative to the Survey(s) to be performed
hereunder.
(c) The Company shall furnish Contractor with all land and base
maps, subsurface well data and all other information that may be
necessary or helpful to the conduct of the Survey(s), all of which shall
be considered the property of Company to be held by Contractor as
strictly confidential information and returned to the Company after the
completion of the Survey(s).
6. REPORTS
6.1. The Contractor shall at all times keep Company fully informed
directly or through Company's authorized representative as to the progress of
the Survey(s) and the results currently obtained during the course thereof and
shall consult with Company's representative concerning the data collected and
the planning of the Survey(s) by Contractor's Crew.
6.2. During the course of the Survey(s), Contractor shall furnish
Company with such periodic production and progress reports as Company shall
reasonably require, including such reports as may be required by the various
agencies of the federal, state and local authorities where the Survey is being
performed.
6.3. As soon as possible upon completion of each Survey, Contractor
shall furnish Company with reports and data as follows:
(a) A final report consisting of a written description of the
Survey(s) performed and the results thereof accompanied by maps on a
base supplied by Company of all data considered necessary by Company.
(b) All field data sheets, computation sheets, seismograph
records, weathering data, and engineering data as may have been
generated in the performance of the Survey(s), which reports and
materials shall be permanent property of Company but accessible to
Contractor for technical examination any
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time prior to the expiration of this Agreement. The Company shall not
require Contractor to reveal proprietary technical data regarding design
and method of operation of its geophysical instruments.
(c) Any other reports or data as may be provided for in the
applicable Supplemental Agreement.
6.4. The results stated and the conclusions drawn in all reports
furnished by Contractor to Company hereunder shall represent the best opinion
and judgment of the Contractor; however, Contractor cannot and does not warrant
or guarantee the accuracy or correctness thereof. Any action which Company (or
those associated with Company) may take as a result of such reports shall be on
its own responsibility and Contractor shall not be liable or responsible for any
loss, cost, damages or expenses whatsoever, including incidental or
consequential damages, incurred or sustained by Company resulting therefrom.
7. CONFIDENTIALITY
7.1. Contractor shall treat all maps, logs, records, data, reports and
other information used in or obtained from operations hereunder as strictly
confidential and shall report any loss of such items immediately to Company in
writing. Contractor shall not allow any person, other than a duly authorized
representative of Contractor or Company, to have access to such confidential
items and shall not divulge any information obtained from operations to any
third persons nor permit any of its officers, employees or agents to do so.
Contractor shall take all reasonable and necessary precautions to prevent any of
Contractors officers, employees or agents from disclosing information obtained
from operations to any person other than a duly authorized representative of
Contractor or Company. The obligations contained in this paragraph shall survive
the termination of this Agreement regardless of the cause or reason for
termination.
7.2. Contractor shall require that all subcontractors agree to the
confidentiality provision stated above Contractor shall, upon receipt of a
written request from Company, obtain from each subcontractor performing services
pursuant to or in connection with any Survey, prior to commencement of such
services, a written confidentiality agreement and acknowledgment of the
proprietary status of all related information, in favor of Company.
8. INDEMNITY
8.1. The Company will release, defend, protect, indemnify and save
harmless Contractor of, from and against the following claims, liabilities,
causes of action, damages, judgments and settlements, including costs and
reasonable attorneys' fees (hereinafter collectively the "Liabilities"):
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(a) All Liabilities occasioned by or attributable to the failure
of Company to obtain timely and adequate Land Entry Permits, in the
event Company has the obligation to obtain Land Entry Permits, as set
forth in Clause 4 above.
(b) All Liabilities arising out of damage to the land, and all
crops, trees, water wells, buildings and other structures on or in such
land (collectively the "Land"), which Land is owned or occupied by third
parties, and which damage was:
(i) necessary or unavoidable in conducting prudent operations or
(ii) resulted from the placing or detonating the energy source
at distances equal to or further than the distances from structures on
the Land which Company may, from time-to-time, approve in writing,
EXCEPTING, however, to the extent any such damage is occasioned
by or attributable to:
(iii) a negligent act or omission to act on the part of
Contractor or its subcontractors or
(iv) the failure by Contractor or its subcontractors to conduct
operations hereunder in a professional and prudent manner, for which
Contractor shall be responsible, as provided in Clause 8.2 below.
(c) All Liabilities arising out of damage to or destruction of
property of Company or any injury or death sustained by the employees,
agents or other contractors of Company including any such damage or
injury which is caused by the sole or contributing negligence of
Contractor, the risk of which Company hereby expressly assumes.
(d) All Liabilities arising from property damage or injury or
death sustained by any person or persons, excluding (i) employees of
Contractor or any of its subcontractors and (ii) damages to Land covered
by subclause (b) above, arising out of or in any way connected with the
operations of Contractor hereunder, to the extent that the same is
occasioned by or attributed to the negligent or willful acts or
omissions to act on the part Company.
8.2. The Contractor will release, defend, protect, indemnify and save
harmless the Company of, from and against:
(a) All Liabilities occasioned by or attributable to the failure
of Contractor to obtain timely and adequate Land-Entry Permits as
provided in Clause 4 above.
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(b) All Liabilities arising from damage to Land which is owned or
occupied by third persons resulting from Contractor's operations
hereunder to the extent that the same is occasioned by or attributable
to (i) a negligent act or omission to act on the part of Contractor or
its subcontractors or (ii) the failure by Contractor or its
subcontractors to conduct operations hereunder in a professional and
prudent manner.
(c) All Liabilities arising out of damage to or destruction of any
property of Contractor or any injury or death sustained by the employees
or agents of Contractor or of its subcontractors, including any such
damage or injury which is caused by the sole or contributing negligence
of Company, the risk of which Contractor hereby expressly assumes.
(d) All Liabilities arising from property damage or injury or
death sustained by any person or persons, excluding (i) employees of
Company and (ii) damages to Land covered by sub-clause (b) above to the
extent that the same is occasioned by or attributed to the negligent
acts or omissions to act on the part of Contractor or its
subcontractors.
8.3. Contractor shall be responsible for the safekeeping of field tapes
while such tapes are in the custody of Contractor until such time as Contractor
delivers said tapes to a representative of Company or places them in the
possession of a carrier designated by Company (or if Company does not so
designate a carrier, any reputable carrier selected by Contractor) for delivery
to Company or a third party designated by Company. In the event of loss of or
damage to any tapes for which Contractor is responsible, as provided herein,
Contractor's sole and only responsibility to Company shall be, at the option of
Company, either (i) reacquire the data affected by such loss or damage or to
(ii) refund (or grant credit) to Company for all Compensation paid (or payable)
to Contractor with respect to such data so affected. Notwithstanding the
foregoing, Contractor's obligations herein shall be fully satisfied in the event
Contractor or Company has duplicate, undamaged copies, of the affected data.
8.4. As used herein, the acts or omissions of the Parties shall include
those of their respective employees, agents and representatives and, in the case
of Company, its contractors and, in the case of Contractor, its subcontractors,
and their respective employees, agents and representatives.
8.5. If a claim or suit for damages is made or brought against one of
the Parties hereto in respect of which it claims or will claim defense and
indemnity against the other Party pursuant to Subclauses 8.1, and/or 8.2 and/or
8.3 above, the Parties hereto covenant and agree that the Party against whom the
claim or suit is made shall give immediate notice in writing to the other Party
of such claim or suit and all available information with reference to the facts
upon which same is based. Further, the Party against whom said claim or suit is
made will be given complete
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control of the defense of any such claim or suit, including the right to defend,
resist, compromise or settle same. However, the other Party shall have the right
to participate in the defense, compromise or settlement of any such claims or
suit, at its expense.
8.6. In case of asserted claims for damage to Land of third Parties
against the Company, for which Company is responsible under Sub-clause 8.1
above, Contractor will, on request and for the account of Company, investigate
and, with approval of Company, settle such claims on behalf of and at the sole
cost of the Company, provided that such obligation on Contractor's part shall
not extend beyond thirty (30) days from the date which Contractor's field crew
concludes the applicable Survey. After such thirty (30) day period, Company
shall investigate and settle such claims at its sole risk and cost.
8.7. Neither Party hereto shall be liable to the other Party for any
special, incidental, consequential or punitive damages arising, in any event,
from the conduct of the Parties under the terms hereof
9. INSURANCE
The Contractor shall, at its sole cost maintain, so long as this Agreement
remains in force, and cause its subcontractors to maintain, with one or more
reputable insurance companies, the following insurance:
9.1. Workmen's compensation and/or employer's liability insurance in
compliance with the laws or ordinances of all states in which Survey(s) is to be
performed hereunder covering all employees engaged by Contractor in such
Survey(s).
9.2. Automobile public liability insurance covering all vehicles
performing Survey(s) hereunder, with limits of $1,000,000.00 for one or more
persons injured or killed, or property damage incurred in any one accident.
9.3. Comprehensive public liability insurance covering all operations
hereunder with limits of One Million Dollars for one or more persons injured or
killed in any one accident, and with property damage limits of One Million
Dollars ($1,000,000.00).
9.4. If aircraft are used in the operations hereunder, Aviation
Liability Insurance covering all airplanes and helicopters, whether non-owned,
chartered, or hired, and furnished by Contractor and used in the operations
hereunder, in an amount of not less than $3,000,000 per occurrence combined
single limit.
9.5. If waterborne vessels are used in operations hereunder, hull and
machinery insurance in an amount at least equal to the market value of each
vessel owned by Contractor and used in operations hereunder. In the event the
vessel is chartered by Contractor, then Contractor shall require the owner of
the vessel to procure such insurance.
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Before any Survey(s) are commenced by Contractor hereunder, Contractor shall, if
requested by Company, furnish certificates showing the above insurance coverages
to be in force and permitting cancellations or major modifications of the
policies only after ten (10) days' advance notice to Company.
It is understood and agreed that Contractor's insurance coverage as detailed in
the foregoing sections shall afford Company protection and coverage with respect
to those matters covered by specific indemnity agreements extended by Contractor
elsewhere provided herein and, except for workers compensation insurance,
Company shall be named an additional insured Party under said policies but only
to the extent of the liabilities assumed by Contractor under the terms hereof.
All insurance policies required by this Agreement to be maintained by Contractor
shall be endorsed whereby Contractor's insurers shall waive their rights of
subrogation against Company, entities affiliated with Company and their
respective insurers. Any and all deductibles or retentions applicable to
Contractor's insurance policies shall be assumed by Contractor at its sole
expenses.
10. COMPLIANCE WITH LAWS/HES
10.1. Contractor shall comply with all applicable laws, rules and
regulations, both federal, state and local, applicable to any Survey performed
by Contractor hereunder, and shall also comply with, observe and abide by the
Health, Environment and Safety standards of any applicable governmental agency
or of Company.
10.2. Contractor will perform the Survey(s) using the most current of
either the IAGC Land Geophysical Operations Safety Manual or the IAGC Marine
Geophysical Operations Safety Manual, as applicable, as a minimum set of
standards supplemented by both Contractor and Company HES rules and work
procedures. Contractor shall abide by these minimum health, environment and
safety requirements. The more stringent of Company's or Contractor's policy and
standards shall apply. Company reserves the right to intervene and consult with
Contractor in development of solutions for hazards identified in execution of
the work.
10.3. Contractor will equally apply HES standards to and enforce
compliance with all such standards by all contractors of any tier, agents,
employees, servants or other personnel under their control and will replace at
Contractor's expense those who fail to comply. Contractor shall ensure that each
of its personnel shall have completed a work safety orientation immediately
prior to commencing work under this Agreement.
10.4. Contractor shall report all accidents to Company. In the event
there is an accident involving damage to the property or injury to the personnel
of Contractor, Company or any third party, any environmental damage, or any
incidents
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involving media attention, which arise out of, result from, or is in any way
connected with Contractor's work under to this Agreement, Contractor shall
immediately report all such incidents to Company's designated representative
within twelve (12) hours after occurrence. In addition, a copy of any written
report which is required of Contractor by any governmental agency of such
accident will be provided to Company's designated representative within twenty-
four (24) hours of such accident. This report should contain factual information
only and will not contain opinion, speculation or supposition as to fault,
liability or prevention. Company reserves the right to participate in the
investigation of any incident or accident resulting from the work conducted
pursuant to this Agreement.
11. COMPANY REPRESENTATIVE
Company shall designate in writing one or more representatives in the
Survey area to whom Contractor's Party Chief or other representative may deliver
reports and other confidential information developed from Survey(s). Such
representatives shall have the right to be present during the conduct of the
Survey(s). Contractor agrees to accept instructions in connection with the
operations hereunder within the scope of this Agreement from such designated
representatives, provided such instructions are given in writing.
12. TAXES
12.1. Contractor will be solely responsible for all taxes, duties, rates
and assessments that may be levied in respect of any vehicles, equipment,
instruments or supplies furnished by Contractor in the performance of the Survey
hereunder.
12.2. The Contractor will be solely responsible for all payroll taxes,
unemployment insurance assessment, federal and/or pension contributions and all
other payroll deductions required to be made according to law in respect of the
personnel of Contractor engaged in the performance of any of the Survey
hereunder.
12.3. Contractor shall be solely responsible for any and all taxes
assessed against it by the government of the U.S.A. or any state thereof having
jurisdiction, which taxes are assessed against Contractor as a result of fees or
other payments made to Contractor by Company hereunder and Contractor shall
defend, protect, indemnify and hold Company harmless from and against any such
tax assessments, as well as those described in Clauses 12.1 and 12.2 above.
12.4. Notwithstanding the foregoing, Contractor shall in no event be
liable for sales, use and similar taxes and charges assessed by any applicable
government agency, even though those taxes are generally measured by revenue or
income of the Contractor, as such incidental taxes are not usually considered as
"income" or "profits" taxes as those terms are generally understood in the
geophysical industry. All such sales, use and similar taxes and charges shall be
for the account of Company and, if paid by Contractor, shall be reimbursed by
Company under applicable provisions hereof.
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13. COMPENSATION/CONTRACTOR'S RIGHTS
13.1 The Company agrees to pay Contractor and Contractor agrees to
accept payment for the Survey to be performed hereunder at the applicable rates
set forth in Supplemental Agreements.
13.2. The Contractor shall on or before the 15th day of each month
render to Company an itemized statement showing the amount due for services
rendered, reimbursable costs and charges incurred by Contractor on behalf of
Company hereunder during the preceding calendar month, such statement to be
accompanied in each case by supporting vouchers and receipts. The Company shall,
within thirty (30) days following receipt of such statement, remit payment of
the same in full in United States funds by check, bank draft or money order
payable to Contractor at its offices at the City of Houston, in the State of
Texas.
13.3. If Company fails to pay any properly submitted statement, or
portions thereof, of Contractor within the said thirty (30) day period, the
unpaid amount thereof (unless otherwise in bona fide dispute) shall, at the
opinion of Contractor, bear interest until paid at a rate equal to one percent
(1.0%) or such lesser maximum rate allowed by applicable law, per month until
paid. Payment of any statement by Company hereunder shall not prejudice the
right of Company to protest or dispute the correctness of any statement before
the expiration of two (2) years following the end of the calendar month during
which such statement was submitted. The passage of two (2) years without protest
shall conclusively establish its correctness.
14. PATENTS
14.1. The Contractor shall, at its sole cost and expense, defend and
save harmless Company from and against any and all claims, demands and legal
proceedings brought against it and/or Company for the alleged infringement or
misappropriation of any United States Letters Patent held or licensed by
Contractor provided that (i) Company notifies Contractor in writing of the
receipt of the claim or demand or the filing of such proceeding within ten (10)
days after the receipt of notice of such claim, demand or service of process
thereof, and (ii) Contractor is given complete control of the defense of such
proceedings, including the right to defend, settle and make changes in equipment
methods, or processes for the purpose of avoiding any such alleged infringement
or misappropriation.
14.2. If Contractor is prevented from performing any of its obligations
hereunder by injunction or other legal proceedings based upon any claims for
alleged infringement or misappropriation of any United States Letters Patent, or
if on account of claims or alleged patent infringement or misappropriation
Contractor shall discontinue its use of or change equipment, methods, or
processes contemplated in this Agreement, Contractor shall, in every such event,
be relieved
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from performance of its obligations hereunder insofar as such nonperformance is
the result of such alleged patent infringement or misappropriation or any
injunction or other legal proceeding pertaining thereto. The Company shall be
relieved of its obligation or make payment hereunder in respect of any Survey(s)
to the extent Contractor is unable to perform same by reason of the alleged
patent infringement or misappropriation as aforesaid.
15. INDEPENDENT CONTRACTOR
No oral agreements or provisions of this Agreement shall be construed so as
to constitute Contractor as the agent, servant, or employee of Company, and the
exclusive management, direction and control of the employees of Contractor and
the Survey(s) to be done under the provisions hereof shall, subject to the
general supervision of Company's field representative, always reside in
Contractor, Company being interested only in the results obtained. This
Agreement does not constitute a partnership agreement, nor does it authorize
either Party to serve as the legal representative or agent of the other.
Neither Party hereto shall have any right or authority to assume, create, or
incur any liability or any obligation of any kind, express or implied, against
or in the name of or on behalf of the other Party.
16. ASSIGNMENT AND SUBCONTRACTS
16.1. The Contractor may subcontract to such subcontractor or
subcontractors as shall be approved by Company such portions of the Survey(s) to
be performed hereunder as is customary and usual in the performance of same, but
Company shall in no way be held liable for payment of any monies due to any
subcontractors. The Contractor shall, notwithstanding the subcontracting of any
Survey(s) to be performed hereunder, remain liable and responsible to Company
for the proper performance of every portion of the Survey(s) herein contracted
to be performed.
16.2. Subject to Subclause 16.1 above, neither Party shall assign this
Agreement in whole or in part without prior written consent of the other Party.
Contractor reserves the right to pledge its receivables to be received under the
terms hereof to the financial institution which provides financing to the
Contractor.
17. FORCE MAJEURE
Neither Contractor nor Company shall be responsible for failure to perform
the terms of this Agreement or any Supplemental Agreement when performance is
hindered or prevented by strikes, lockouts, or other labor difficulty, war or
acts of war riots or civil commotion, fire, storm, flood, earthquake, terrorism,
vandalism, interference by any government authority, or any other cause beyond
the reasonable control of the affected Party, whether or not similar to the
matters herein enumerated ("Force Majeure"). Compensation shall be payable to
Contractor for work stoppages due to Force Majeure at the applicable standby
rate or such other rate, if any, as may be set forth in the applicable
Supplemental Agreement or as mutually agreed upon in writing by Company and
Contractor for up to thirty (30) days; and if stoppage for such cause persists
after
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said thirty (30) day period (i) compensation shall be at a rate agreed upon by
Company and Contractor if Company requests Contractor to continue to stand by to
resume operations; or (ii) Company or Contractor may forthwith terminate this
Agreement or the affected Supplemental Agreement.
18. AUDIT
Contractor shall maintain full and complete records concerning invoices
which are based on Contractor's costs or other reimbursable billing basis in
such manner and detail as to permit verification at all such charges made to
Company. Company shall have the right to audit such records at any reasonable
time upon written request to Contractor for a period of two (2) years from the
date such costs were incurred. Contractor shall assist and cooperate with
Company in making any audits provided for above.
19. TERM AND RENEWAL
19.1. This Master Agreement is effective from the day and year above
written and will remain in effect for one month and thereafter until either
Party terminates it by giving the other ten (10) days advance written or
electronically dispatched notice. However, if a Supplemental Agreement is in
effect when such notice is given, termination of the Master Agreement shall not
be effective until the date of termination of such Supplemental Agreement. This
Master Agreement will automatically terminate if no Supplemental Agreement is
made within twelve (12) months from the date hereof or, if for twelve (12)
consecutive months following the termination of the last Supplemental Agreement
in effect, no new Supplemental Agreement is made.
19.2. This Agreement may be renewed and extended from time to time and
subject to such conditions as the Parties may in writing agree upon.
20. NOTICES
20.1. The address for service of the Parties hereto shall be as follows:
The Company:
Zydeco Exploration, Inc.
Two Allen Center, Suite 1710
Houston, Texas 77002
Attn: Mr. Edward R. Prince, Jr.
Tel: (713) 659-2222
Fax: (713) 659-2221
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The Contractor:
Grant Geophysical, Inc.
16850 Park Row
Houston, Texas 77084
Attn: D. Hugh Fraser, Jr.
Tel: (713) 398-9503
Fax: (713) 398-9506
20.2. Either Party hereto may from to time to time change its address
for service by giving written notice to the other. Any notice may be served by
personal delivery or by mailing the same registered post, postage prepaid, in a
properly addressed envelope addressed to the Party to whom the notice is to be
given at such Party's address for service, and any such notice so served shall
be deemed to have been given and received by the addressee forty-eight (48)
hours after the mailing thereof, Saturdays, Sundays and statutory holidays
excepted. Notice may also be given by fax or other electronic means and shall be
effective immediately when received.
21. MISCELLANEOUS PROVISIONS
21.1. APPLICABLE LAWS
This Master Agreement and all Supplemental Agreements hereto shall be
interpreted and construed in accordance with the laws, both statutory and common
law, of the State of Texas, excluding only those choice-of-law provisions which
would require the law of some other jurisdiction to be applicable.
21.2. ARBITRATION
Save for those disputes to be resolved under Supplemental Agreement No.
1 by the Arbitrator, as defined therein, the parties shall resolve any and all
disputes arising from or related to work hereunder by binding arbitration under
the Federal Arbitration Act and the Commercial Arbitration Rules of the American
Arbitration Association when not in conflict with such act. Arbitration shall
take place in Houston, Texas. Each Party shall select one impartial arbitrator,
and the two so designated shall select a third impartial arbitrator. If either
Party does not designate an arbitrator within fourteen (14) days after
arbitration is requested, or if the two arbitrators do not select a third
arbitrator within thirty (30) days after arbitration is requested, then either
Party may require that the arbitrator be selected by the American Arbitration
Association. The arbitrators must render their decision based on the substantive
law of Texas exclusive of its conflicts of law rules. Judgment upon an award of
the majority of the arbitrators shall be binding. The arbitrators shall permit
the parties to conduct discovery pursuant to the Federal Rules of Civil
Procedure. The parties shall complete all discovery within forty-five (45) days
of selection of the third arbitrator. The arbitrators shall
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hold the final hearing within forty-five (45) days of the selection of the third
arbitrator. The arbitrators shall issue a final written decision stating the
findings of fact, conclusions of laws and reasons for their award within thirty
(30) days of the conclusion of the final hearing. The costs of the arbitration
shall be borne equally.
21.3. BANKRUPTCY COURT APPROVAL
At the request of Company, Contractor shall promptly seek approval by
the Bankruptcy Court for authority to enter into this Master Agreement.
21.4. CONFLICTS
In the event of a conflict between a term or provision of the Master
Agreement and one or more term or provision of a Supplemental Agreement, the
applicable term or provision of the Supplemental Agreement shall govern. The
fact that additional terms or provisions are contained in one or the other
document shall not, in and of itself, create a conflict.
21.5. COUNTERPARTS
This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
21.6. DEFAULT
In the event either Party hereto should, at any time during the term
hereof, commit an act of bankruptcy or assign, voluntarily or involuntarily, its
assets for the benefit of its creditors or should proceedings be commenced
against or by either Party under any bankruptcy, insolvency or similar statute
or should either Party fail to comply with any material term or provision hereof
(any such action or condition being hereinafter referred to as "Default") the
other Party may terminate this Master Agreement, or the appropriate Supplemental
Agreement, at its option exercisable at any time after fifteen (15) days have
elapsed after giving notice to the defaulting Party of such Default and the
defaulting Party has failed,, during such period, to cure such Default or to
commence such cure to the reasonable satisfaction of the other Party.
21.7. ENTIRE AGREEMENT/MODIFICATION
This Agreement together with each Supplemental Agreement, as written,
embodies the entire contract between the Parties hereto with respect to the
subject matter hereof and supersedes and replaces any previous agreement, oral
or written, made and entered into between the Parties hereto respecting the
Survey(s) to be performed hereunder. No modification of this Master Agreement or
any
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Supplemental Agreement shall be valid unless in writing, referencing this Master
Agreement and signed by an authorized representative of both Parties.
21.8. INUREMENT
Subject to Clause 16 above, this Master Agreement shall inure to the
benefit of and be binding upon the Parties hereto and their respective
successors and assigns.
21.9. WAIVER
The rights herein given to either Party hereto may be exercised from
time to time, singularly or in combination, and the waiver of one or more of
such rights shall not be deemed to be a waiver of such rights in the future or
of any one or more of the other rights which the exercising Party may have. No
waiver of any breach of a term, provision or condition of this Master Agreement
or any Supplement Agreement by one Party shall be deemed to have been made by
the other Party hereto unless which waiver is expressed in writing and signed by
an authorized representative of such Party, and the failure of either Party to
insist upon the strict performance of any term, provision or condition of this
Agreement or any Supplemental Agreement, or to exercise any option herein given,
shall not be construed as a waiver or relinquishment in the future of the same
or any other term, provision, condition or option.
IN WITNESS WHEREOF, the Parties hereto have executed and delivered these
presents the day and year first above written.
COMPANY: CONTRACTOR
ZYDECO EXPLORATION, INC. GRANT GEOPHYSICAL, INC.
By: /s/ John O. Smith By: /s/ Larry E. Lenig, Jr.
---------------------------- --------------------------------
John O. Smith, President Larry E. Lenig, Jr., President
Date: March 14, 1997 Date: March 14, 1997
------------------------- ------------------------------
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