EXECUTION COPY
EXHIBIT 10.1
Dated 16 December 2003
PGS EXPLORATION (UK) LIMITED
- and -
NSNV, INC.
as Licensee
--------------------------
AGREEMENT
--------------------------
WATSON, FARLEY & WILLIAMS
LONDON
INDEX
CLAUSE PAGE
1 DEFINITIONS 1
2 CONDITIONS PRECEDENT 3
3 VESPA CONTINGENCY 3
4 PGS GRANT OF RIGHTS 5
5 CONSULTANCY SERVICES 5
6 PRICE AND PAYMENT CONDITIONS (LICENCE FEE) 6
7 UPLIFTS 7
8 EXCLUSIVITY 7
9 CONFIDENTIALITY 7
10 NON-SOLICITATION 8
11 TERM OF THE AGREEMENT 8
12 TERMINATION 8
13 CHANGE OF CONTROL 9
14 ASSIGNMENT 9
15 NOTICE 9
16 WAIVER 10
17 SEVERABILITY 10
18 ENTIRE AGREEMENT, AMENDMENTS 11
19 GOVERNING LAW, DISPUTES 11
20 RIGHTS OF THIRD PARTIES (EXCLUSION) 11
21 COUNTERPARTS 11
SCHEDULE A TERMS AND CONDITIONS FOR PROVISION OF
CONSULTANCY SERVICES 13
SCHEDULE B LIST OF GOODS AND SERVICES THAT COUNT
TOWARDS THE WORK PROGRAM AND APPLICABLE DISCOUNTS 14
SCHEDULE C THE LICENCE AGREEMENT 15
SCHEDULE D THE SOFTWARE LICENCE 16
SCHEDULE E VESPA NOTICE PARTIES 17
SCHEDULE F NORTH SEA MEGA MERGE SEISMIC DATA 18
SCHEDULE F MAP 1 19
THIS AGREEMENT is made on 16 December 2003
BETWEEN:
(1) PGS EXPLORATION (UK) LIMITED, a company duly incorporated and existing
under the laws of the United Kingdom having its Registered Office at
PGS Court, Halfway Green, Walton on Thames, Surrey, KT12 1RS, England
("PGS"); and
(2) NSNV, INC. a company incorporated and existing in the State of Texas,
United States of America, and having its offices at 1001 Fannin, Suite
1700, Houston, Texas 77002 (the "LICENSEE").
BACKGROUND
(A) Whereas Licensee wishes to license from PGS, certain data which are
owned by PGS or PGS has been granted rights to license.
(B) Whereas PGS is willing to license the data to the Licensee on terms
that part of the licensee fee will be paid on a non-cash basis, being a
present equity interest in Licensee which may be subsequently exchanged
for an equity interest in Vespa or equivalent publicly held entity (as
hereinafter described).
(C) Whereas the parties intend that PGS should not license the specified
data to other parties on a non-cash basis during the specified
exclusivity period.
(D) Whereas the Licensee is engaged in separate confidential negotiations
pursuant to which the Licensee may acquire, be acquired by or merge
with an entity referred to in the Letter of Intent by and between PGS
and Licensee dated 20 October, 2003 as Vespa or an equivalent publicly
held entity in which the Principals of Licensee (as hereinafter
defined) succeed as management of such entity ("Vespa"). With respect
to the Vespa Arrangements, it is the intent of the Parties (without
obligation) that Licensee shall negotiate and work towards the closing
of the Vespa Arrangements as more specifically described in the Letter
of Intent. Due to the confidential nature of that proposed transaction
the actual name of Vespa shall be deemed confidential and shall not be
disclosed in this agreement.
(E) Whereas the parties have agreed that should the Vespa Arrangements not
go ahead by the agreed date, PGS shall be entitled to exercise its
rights under Clause 3, which would, inter alia, terminate PGS' equity
ownership in Licensee.
IT IS HEREBY AGREED AS FOLLOWS:
1 DEFINITIONS
1.1 For the purpose of this Agreement, the following definitions shall
apply:
(a) "AFFILIATE" means any company or other entity controlled by, in control
of, or under common control with a Party hereto. For the purpose of
this definition, "control" in relation to a company or corporation
shall mean the right to exercise directly or indirectly the vote in a
general meeting of more than 50 per cent of the voting shares in such
company or corporation in issue from time to time and/or the right to
control the composition of the board of directors of such a company or
corporation;
(b) "AGREEMENT" means this agreement together with its Schedules as
amended, modified or supplemented from time to time;
(c) "AGREEMENT YEAR" means the 12 month period from the Commencement Date
or any subsequent 12 month period during the Term beginning on the
anniversary of the Commencement Date;
(d) "BONA FIDE GROUP" means a group of two or more companies or other
entities having a contractual agreement to jointly explore, lease or
develop defined geographical area(s) of exploration interest;
(e) "COMMENCEMENT DATE" means 16 December 2003;
(f) "CONSULTANT" means a Third Party (whether individual, company or other
entity) engaged by Licensee to, interpret, reprocess or make other
technical studies of the Data;
(g) "CONSULTANCY SERVICES" means the consultancy services supplied by PGS
to the Licensee under the terms of the "Consultancy Services Agreement"
at Schedule A;
(h) "DATA" means proprietary geophysical and/or geological information,
known as the North Sea Mega Merge Seismic Data over the geographical
area defined in Schedule F including but not limited to the seismic
data, the interpretation thereof together with any such information
regarding concepts or leads identified during the course of the
interpretation;
(i) "GROUP MEMBER" means a company being member of a Bona Fide Group;
(j) "LICENCE AGREEMENT" means the Licence Agreement together with its
appendices at Schedule C;
(k) "LICENCE FEE" means the cash and non-cash consideration payable by the
Licensee under the terms of this Agreement;
(l) "MAN MONTH" means 22 working days of seven hours of an individual
contractor or employee;
(m) "NSNV STOCK" means the shares in the common stock of the Licensee to be
issued to PGS under Clause 6.1(c);
(n) "PARTY" means each of the parties to the Agreement;
(o) "PGS EXPLORATION" means PGS Exploration (UK) Limited;
(p) "PGS GROUP COMPANY" means any of PGS Exploration, any holding company
of PGS Exploration, and any subsidiary of such holding company; and,
`subsidiary' and `holding company' shall have the meanings given to
them by sections 736 and 736 A of the Companies Act 1985;
(q) "PGS PROPRIETARY DATA" means that part of the Data owned by PGS or its
Affiliates (not open file or brokered data);
(r) "PGS RESERVOIR" means PGS Reservoir Consultants (UK) Limited;
(s) "PRINCIPALS OF LICENSEE" shall mean John N. Seitz and William L.
Transier;
(t) "PROMOTE LICENCE" means a licence issued on behalf of the UK Government
which grants the holder the opportunity to assess and promote the
prospectivity of the licensed acreage for an initial two-year period
and as further defined by the UK Department of Trade and Industry;
(u) "SCHEDULE" means any schedule and its Appendices to this Agreement;
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(v) "SOFTWARE LICENCE" means the Licence Agreement relating to the holoSeis
Software at Schedule D, and "SOFTWARE" shall have the meaning defined
in the Software Licence;
(w) "TERM" as defined in Clause 12;
(x) "THIRD PARTY" means an individual, a partnership, a company or other
entity not being a Party to the Agreement;
(y) "TRADE SECRET" means all secret processes, formulae and technical
information relating to the production and use of the Data, including
information relating to the equipment and processes used in the
production of the Data now possessed, developed or acquired by the
Licensor prior to and during the term of this Agreement;
(z) "VESPA" as defined in paragraph (D) of the background recitals;
(aa) "VESPA ARRANGEMENTS" means the proposed transaction pursuant to which
the Licensee may acquire, be acquired by or merge with Vespa or an
equivalent public entity in which the principals of Licensee succeed as
management of such entity, as more specifically described in the Letter
of Intent by and between PGS and Licensee dated October 20, 2003 and
paragraph (D) of the background recitals;
(bb) "VESPA NEGOTIATIONS" means the negotiations described in paragraph (D)
of the background recitals;
(cc) "VESPA NEGOTIATION PERIOD" means the period from Commencement Date and
ending on the date the Vespa Arrangements are fully implemented;
(dd) "WORKING DAY" means a day on which banks are open for business in
England excluding Saturdays, Sundays and Christmas Eve;
(ee) "WORK PROGRAM" means the Licensee's commitment to purchase products and
services from PGS as described in Clause 6.1(d) and 6.2.
2 CONDITIONS PRECEDENT
2.1 This Agreement is conditional upon and shall not come into effect until
the Licensee shall have executed the Licence Agreement and the Software
Licence and the Consultancy Services Agreement.
3 VESPA CONTINGENCY
3.1 The Licensee agrees to keep PGS informed of progress of the Vespa
Negotiations and shall provide PGS with such information as PGS may,
from time to time, reasonably require concerning the Vespa Negotiations
and the Vespa Arrangements, subject always to the confidentiality
obligations concerning the Vespa Negotiations and/or the Vespa
Arrangements to which the Licensee is bound.
3.2 The Licensee upon finalisation of the terms of the proposed Vespa
Arrangements but prior to their implementation shall provide the
Licensee with a complete set of documentation relating to the proposed
Vespa Arrangements (the "VESPA NOTICE"). Licensees shall
contemporaneously serve copies of the Vespa Notice on the parties
nominated by PGS listed in Schedule E.
3.3 The Licensee shall promptly notify PGS following implementation of the
Vespa Arrangements and such notice shall include details of any
differences between the Vespa Arrangements as implemented and the Vespa
Arrangements as set out in the Vespa Notice.
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3.4 PGS shall have the option exercisable on a one time basis by notice in
writing served upon the Licensee only in the circumstances set out in
Clause 3.5 (a "PUT NOTICE") to require the Licensee to purchase from it
the NSNV Stock for the aggregate sum of USD3.8 million (the "OPTION
CONSIDERATION").
3.5 The Put Notice may be served by PGS in the following circumstances:
(a) Within ten (10) Working Days of service of the Vespa Notice on PGS
where PGS decides in its absolute discretion that the terms of the
proposed Vespa Arrangements as set out in the Vespa Notice are not
wholly satisfactory to it provided that PGS shall be entitled during
such period to notify the Licensee in writing that the Vespa
Arrangements are satisfactory to it subject to such conditions as it
may specify;
(b) Within ten (10) Working Days of the Vespa Arrangements being
implemented where PGS determines in its absolute discretion that the
Vespa Arrangements have not been implemented as set out in the Vespa
Notice or otherwise in accordance with any condition notified to the
Licensee by PGS in accordance with Clause 3.5(a);
(c) At any time in the event the Licensee fails to comply with its
obligations under Clauses 3.1, 3.2, or 3.3.
(d) Within ten (10) Working Days after the period ending four months after
the Commencement Date if the Vespa Arrangements have not been finalised
to the satisfaction of PGS in its absolute discretion by the end of
such four month period.
3.6 In the event that PGS exercises its right under Clause 3.4 the Licensee
shall promptly purchase the NSNV Stock from PGS, and the Licensee shall
pay the Option Consideration in cleared funds no later than the earlier
of seven (7) days after the closing of the Vespa Arrangements or thirty
(30) days after receipt of the Put Notice.
3.7 Should the NSNV Stock no longer exist by reason of the implementation
of the Vespa Arrangements at the time PGS exercises its rights under
Clause 3.4, or at the time the purchase is to be effected, the Licensee
shall purchase the substituted equity and pay PGS the Option
Consideration in cleared funds no later than the earlier of seven (7)
days after the closing of the Vespa Arrangements or thirty (30) days
after receipt of the Put Notice.
3.8 Following the exercise by PGS of its rights under Clause 3.4 causing
the Licensee to purchase the NSNV Stock or substituted equity and
compliance by the Licensee with its obligations under Clauses 3.6 and
3.7;
(a) The Licence Agreement shall continue;
(b) The Licensee's rights and obligations in relation to the Work Program
shall cease;
(c) The exclusivity obligations of PGS as set out in Clause 8 shall cease
and PGS shall be free to license the Data on any terms;
(d) The Licensee's entitlement to discounted rates for the services as
specified in Schedule B shall cease;
(e) The Licensee's entitlement to the free Man Months and discounted rates
set out in Appendix A to the Consultancy Services Agreement shall
cease.
3.9 In the event that, following the exercise by PGS of its rights under
Clause 3.4, the Licensee fails to comply with, its obligations under
Clauses 3.6 or 3.7 and such failure continues for a period of five (5)
Working Days after written notice of such failure from PGS, the
obligations of PGS and the rights granted to Licensee under this
Agreement, including without limitation the rights granted under Clause
4.1 will automatically
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terminate. For the avoidance of doubt and without prejudice to the
generality of the foregoing in such circumstances as aforesaid the
Licence Agreement shall automatically terminate.
4 PGS GRANT OF RIGHTS
4.1 In consideration of payment by the Licensee of the Licence Fee and due
performance of its obligations under this Agreement, PGS grants the
Licensee:
(a) the non-exclusive right to license the Data on the terms of the Licence
Agreement;
(b) the non-exclusive right of access to and the right to use the North Sea
Digital Atlas on the terms of the Licence Agreement;
(c) the non-exclusive right of access to and the right to use other data
associated with the Data which the Licensee has requested and PGS has
agreed to supply on the terms of the Licence Agreement at the
discounted rates set out in Schedule B;
(d) the non-exclusive right of access to and the right to use the holoSeis
Software subject to the terms of the Software Licence.
5 CONSULTANCY SERVICES
5.1 At any time during the Term, the Licensee may request that PGS provides
the Licensee with certain Consultancy Services relating to the Data.
5.2 The provision of the Consultancy Services shall be the subject of a
separate contract between the Licensee and PGS a copy of which is set
out in Schedule A. PGS shall not be obliged to provide the Consultancy
Services unless and until Licensee has entered into the Consultancy
Services Agreement.
5.3 PGS shall procure the Consultancy Services from PGS Reservoir, or if
such entity is no longer a part of the PGS Group, then PGS shall
subcontract the provision of those Consultancy Services to:
(a) PGS Reservoir; or
(b) A company that is a successor to all or substantially all of the
business or assets of PGS Reservoir;
(c) In the event that neither of the companies referred to in 5.3(a) and
5.3(b) are available due to reasons of insolvency, the Parties may
agree on a mutually acceptable provider, or if agreement cannot be
reached the Parties agree that they shall endeavour to find an
alternative solution approaching as near as possible the contractual
situation existing prior to the non-availability of such companies.
5.4 No payment shall be due from the Licensee in respect of the first two
(2) Man Months of Consultancy Services provided by PGS at the request
of the Licensee during the Term. For the next six (6) Man Months of
Consultancy Services, Licensee shall reimburse PGS for the actual costs
(payroll and benefits plus an allowance for software and hardware) for
providing of the Consultancy Services provided that such Services are
provided under Clause 5.3(a) or (b).
5.5 For Consultancy Services requested by the Licensee outside the scope of
Clause 5.4 the Licensee shall have the benefit of the discounted rates
set out in Schedule B for Consultancy Services provided by PGS during
the Term.
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6 PRICE AND PAYMENT CONDITIONS (LICENCE FEE)
6.1 In consideration for the grant of rights and PGS's other obligations
under the Agreement, Licensee shall:
(a) pay, or procure the payment, to PGS the sum of USD one million
(USD1,000,000) on or before the earlier of (i) thirty (30) days after
the Commencement Date, or (ii) the date of the Vespa Notice. Payment to
be made to the PGS bank account as notified by PGS.
(b) the parties acknowledge and agree that the sum of USD one million
(USD1,000,000) paid or payable under Clause 6.1(a) is non-refundable
and is in addition to any amounts due to be paid by the Licensee under
the terms of this Agreement and may not be set off against any amounts
due to be paid by PGS to the Licensee under this Agreement and this
Clause shall apply notwithstanding the exercise by PGS of its rights
under Clause 3.4 or the termination of Licence Agreement pursuant to
Clause 3.9 or otherwise in accordance with the provisions of the
Licence Agreement and is considered by the Parties to be a reasonable
fee notwithstanding termination of this Agreement or the Licence
Agreement.
(c) within ten (10) Working Days of the Commencement Date issue to PGS with
such number of shares of the Licensee's Common Stock credited as fully
paid so that PGS holds eighteen and one-half percent (18.5%) of the
Licensee's total issued Common Stock, it being the intent of the
Parties without obligation and without prejudice to PGS's rights under
Clause 3 that in the event of consummation of the Vespa Arrangements,
the Common Stock of the Licensee issued to PGS shall be exchanged for
Common Stock of Vespa equalling approximately three and three-tenths
percent (3.3%) on a fully diluted basis of Vespa's outstanding Common
Stock on the basis outlined in the Letter of Intent;
(d) during the Term, purchase products and services routinely supplied by
companies within the PGS Group as detailed in Schedule B so that the
invoiced value (net of tax and any applicable discounts) of such sales
in any Agreement Year do not fall below the following:
Year 1 - USD 1 million
Year 2 - USD 1.5 million (USD 2.5 million in aggregate)
Year 3 - USD 2 million (USD 4.5 million in aggregate).
The products and services that count towards the Work Program are
listed in Schedule B.
6.2 The Licensee's minimum purchase obligations in each Agreement Year
shall be referred to in this Agreement as the Work Program. An amount
in cash equivalent to any shortfall in the Licensees' purchase
obligations under the Work Program shall be paid to PGS within thirty
(30) days at the end of any Agreement Year, save only that a shortfall
of up to USD one hundred thousand (USD100,000) may be carried forward
from Year 1 to Year 2. Overspend shall be credited against the
following years Work Program obligation and against the USD four and a
half million (USD4,500,000) aggregate Work Program commitments.
6.3 To the extent that terms governing PGS's brokerage arrangements alter
during the Term so that PGS is no longer liable to pay brokerage fees
to third parties that it would otherwise have been liable to pay in
respect of Data licensed under this Agreement had the terms of the
brokerage arrangements remained unchanged, the Work Program shall be
reduced by an amount equivalent to the saving in brokerage payments
that would otherwise have been payable subject to a maximum total
reduction to the Work Program under this Clause of USD one hundred and
fifty thousand (USD150,000).
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6.4 The terms of payment and definitions of the discounts and, or
preferential terms Licensee shall enjoy during the Term of the
Agreement for products and services purchased as part of the Work
Program are set out in Schedule B.
7 UPLIFTS
7.1 Uplift payments will be paid by the Licensee to PGS in addition to the
Licensee Fee in accordance with the terms of the Licence Agreement.
8 EXCLUSIVITY
8.1 The Parties have agreed that for the duration of the Exclusivity
Periods set out below, PGS will not licence all or part of the Data to
any third party in circumstances where the payment of all or part of
the Licence Fee is on a non-cash basis. This shall not prevent PGS from
licensing the Data to its Affiliates for as long as those companies
remain Affiliates of PGS.
8.2 Clause 8.1 shall not prevent or restrict PGS from licensing the Data on
a cash basis. Third parties wishing to license the Data through "cash
only" transactions may continue to do so on ordinary and customary
terms and conditions consistent with PGS's prior practices including a
deferred cash basis.
8.3 Licensee may consent to PGS licensing the Data to third parties on a
non cash basis during the Exclusivity Period but this will be at the
sole discretion of the Licensee.
8.4 The Exclusivity Periods are as follows:
(a) UK Data: two (2) years from date of the Commencement Date;
(b) Norway Data: three (3) years from date of the Commencement Date.
8.5 The exclusivity periods in this Clause 8 shall cease to apply if PGS
exercises its rights under Clause 3.
8.6 The exclusivity restrictions in this Clause 8 shall not apply to
licensing by PGS or its affiliates of PGS Proprietary Data only.
9 CONFIDENTIALITY
9.1 The Parties agree that neither PGS nor Licensee or their respective
employees, agents, Consultants and advisors, will disclose in any
manner or form, the terms or conditions of this Agreement to any third
party, without first obtaining the prior written consent of the other
Party except as expressly authorised under the terms of this Agreement.
9.2 The Parties agree and shall undertake that any and all information
including that received by either Party in connection with this
Agreement, including any Data received by the Licensee however acquired
in whatever form, whether prior to the date of signature or otherwise,
shall be treated as confidential and the Parties shall not disclose all
or part of it to any third party without the express written consent of
the other Party. This shall not restrict the Licensee using and
disclosing the Data on the terms permitted by the Licence Agreement.
9.3 The confidentiality provisions contained herein exclude (i) any
information which at any time comes into the public domain, or already
resides there, through no fault of either Party or is already known to
the recipient free from any duty of confidence; (ii) any disclosure
which is required to comply with any law or judicial order applicable
to any Party; (iii) otherwise if such information is required to be
disclosed by a Party to its directors, officers, employees, advisors,
investors, consultants who need to know such
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information for the purpose of assisting the Licensee use the
information for its own internal business purposes, provided that each
has agreed in writing prior to disclosure to be bound by equivalent
confidentiality conditions that additionally restrict that person from
making disclosure to any other person.
9.4 It is affirmed by the Parties that any and all information relating to
the other Party that has been learned either directly through
disclosure by Licensee or inadvertently during the course of
negotiations is deemed confidential. Failure to adhere to this may be
deemed illegal by the United States Securities and Exchange Commission
("SEC") and any party, as whole or by individual, violating this may be
subject to sanction by the SEC.
9.5 The parties agree that notwithstanding the provisions of this Clause 9,
Licensee may disclose the existence of and the principal terms of this
Agreement and the Licence Agreement to potential investors in Vespa (or
other equivalent publicly held entity which is party to the Vespa
Arrangements).
9.6 The terms of confidentiality shall survive the termination or expiry of
this Agreement save that it shall not be a breach of the terms of this
Clause 9 for either party to disclose the terms of this Agreement to a
Third Party any time after five (5) years from the Commencement Date.
10 NON-SOLICITATION
10.1 Neither Party shall during the Term of the Agreement and for a period
of twelve (12) months after the expiry or termination of the Agreement,
in any way whether directly or indirectly, invite any person who is or
has been during the Term an employee or officer of the other party or
an employee or officer of an Affiliate of the other Party, to become an
employee of or in any way associated in business with the inviting
Party or any Affiliate of the inviting Party.
11 TERM OF THE AGREEMENT
11.1 This Agreement shall come into effect on the date that the Conditions
Precedent are satisfied and shall remain in existence for a period of
three (3) years from the Commencement Date unless terminated earlier in
accordance with its terms (the "Term").
12 TERMINATION
12.1 Without prejudice to PGS's rights under Clauses 3.9 and 13 either Party
may by notice in writing to the other Party terminate this Agreement
with immediate effect if:
(a) The other Party should fail to comply with any material term or
provision of the Agreement or of the Licence Agreement and such breach
or default of the Agreement is not remediable or not remedied within 30
days after receipt of written notice of such breach or default from the
non-defaulting Party;
(b) The other Party should become insolvent, commit any act of bankruptcy
or take advantage of any bankruptcy, reorganisation, composition or
arrangement law or statute, be subject to bankruptcy or composition
proceedings or a receiver should be appointed in respect of its assets
or any decision should be made in respect of its dissolution or
liquidation;
12.2 Licensee's obligations under the Agreement with respect to
Confidentiality and Non-Solicitation shall survive the termination or
expiry of the Agreement. Termination of this Agreement shall not,
unless otherwise provided, affect any rights of the Parties accrued up
to termination including without limitation PGS's rights to payment
under Clause 6.1.
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12.3 Without prejudice to PGS's rights to terminate the Licence Agreement in
the circumstances set out in Clause 3.9 the Licence Agreement and the
Software Licence shall survive the termination or expiry of the
Agreement unless either party terminates those agreements according to
their terms.
13 CHANGE OF CONTROL
13.1 Without prejudice to PGS's rights under Clause 3 and Clause 12, or
PGS's rights under the Licence Agreement, PGS shall be released from
its exclusivity obligations under Clause 8 and its commitment to
provide discounted rates under the Clause 5 in the event that any
change occurs in the control of Licensee or any holding company of
Licensee, or any permitted assignee of the Licensee to whom rights have
been assigned under Clause 14 whether by virtue of any merger,
acquisition, consolidation, buy-out or otherwise howsoever, unless:
(i) PGS has given its prior written consent to such change of
control and the Licensee or any Third Party has complied with
any term or condition of PGS's consent to the change of
control; or
(ii) the change of control occurs as part of the Vespa
Arrangements.
13.2 Licensee shall in any event notify PGS in writing of any change of
control of the Licensee or its holding company or their permitted
assignees to whom rights have been assigned under Clause 14 within
seven (7) days of such change taking place and any regulatory
restrictions on such a notification being made having expired.
13.3 For the purpose of this Clause 13 "control" in relation to a company or
corporation shall mean the right to exercise directly or indirectly the
vote in a general meeting of more than 50 per cent of the voting shares
in such company or corporation in issue from time to time and/or the
right to control the composition of the board of directors of such
company or corporation and "holding company" shall have the meaning
ascribed thereto by Section 736 Companies Act 1985.
14 ASSIGNMENT
14.1 Licensee may not assign or transfer any of its rights or obligations
hereunder, except as expressly authorised herein, without the prior
written approval of PGS.
14.2 After completion of the Vespa Arrangements and after expiry of PGS's
rights under Clause 3.4 to serve a Put Notice, Licensee may assign its
rights under this Agreement to Vespa or any of its Affiliates, provided
that Licensee shall procure that any such entity to whom Licensee
assigns its rights under this Agreement shall assign such rights back
to Vespa immediately prior to ceasing to be an Affiliate of Vespa.
14.3 PGS may assign or transfer its rights and obligations hereunder, wholly
or in part, to any PGS Group Company; however, PGS shall remain
primarily liable for its obligations hereunder if such assignment or
transfer is made without the prior written consent of Licensee. Such
assignment shall always be notified to Licensee in writing, covering
the Licence Agreement valid at the time of assignment.
15 NOTICE
15.1 Any notice required or permitted to be given under this Agreement shall
be in writing and shall either be delivered personally or sent by
recognised courier service or by registered mail or by facsimile
(telefax) transmission to the Parties as follows:
To: PGS Exploration (UK) Ltd
9
PGS Court
Halfway Green
Walton-on-Thames
Surrey KT12 1RS
England
Telephone: 44 (0) 1932 26 0001
Facsimile: 44 (0) 1932 26 6512
Attention: Mr. David Griffiths
To: NSNV, INC.
1001 Fannin, Suite 1700
Houston, Texas 77002-5603
United States
Telephone: (713) 307-8700
Facsimile: (713) 307-8794
Attention: Mr. John N. Seitz
or to such other addresses as either of the Parties may from time to
time designate by notice in writing to the other Party.
15.2 A notice given hereunder shall be deemed to have been received by the
Party as follows:
(a) If personally delivered, at the time of delivery
(b) If delivered by courier, two (2) days after the notice was delivered to
the courier
(c) If sent by registered mail, four (4) days after the envelope containing
the notice was delivered. into the custody of the postal authorities
(d) If sent by facsimile transmission, at the time of transmission, unless
such date of deemed receipt is not a business day, in which case the
date of deemed receipt shall be the next succeeding business day.
15.3 In proving such service, it shall be sufficient to prove that delivery
was made to the Party or to the courier, or that the envelope
containing the notice was properly addressed and delivered into the
custody of the postal authorities as prepaid registered mail or that
the facsimile transmission was properly addressed, transmitted and
received as the case may be.
16 WAIVER
16.1 The rights herein given to either Party 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 right in the
future or of any one or more of the other rights which the exercising
Party may have.
16.2 The failure of either Party to insist upon the strict performance by
the other Party of any term, provision or condition of this Agreement
shall not be construed as a waiver or relinquishment in the future of
the same or any other term; provision or condition hereof.
17 SEVERABILITY
17.1 If due to a change in any applicable law or due to a decision or any
other act by any competent authority, one or more terms or provisions
of this Agreement can no longer be
10
enforced or an amendment of one or more of the provisions of this
Agreement is required, the Parties agree that they shall endeavor to
find an alternative solution approaching as near as possible the
contractual situation existing prior to such a change, decision or act.
17.2 If one or more provisions of the Agreement are determined to be invalid
or unenforceable, the remaining provisions shall not be affected
thereby, and the Agreement shall be administered as though the invalid
or nor enforceable provisions were not a part of the Agreement.
18 ENTIRE AGREEMENT, AMENDMENTS
18.1 This Agreement constitutes the entire agreement of the Parties with
respect to the subject matter hereof. There are no understandings or
agreements relative to this Agreement that are not fully expressed
herein.
18.2 No modification, amendment or addition to the Agreement shall be valid
and binding on the Parties, unless set forth in writing and signed by
the Parties.
19 GOVERNING LAW, DISPUTES
19.1 The Agreement shall be governed by and construed in accordance with the
laws of England and Wales.
19.2 All disputes and differences that may arise out of or in connection
with the Agreement will be settled as far as possible by means of
negotiations and conciliation between the Parties.
19.3 In case of failure to reach an amicable settlement, any dispute,
controversy or claim arising out of or in any way connected with this
Agreement including any question regarding its existence, validity or
termination shall be conclusively resolved by arbitration in London
under the Rules of the London Court of International Arbitration (LCIA)
which Rules are deemed to be incorporated by reference into this
Clause.
20 RIGHTS OF THIRD PARTIES (EXCLUSION)
20.1 No Term of this Agreement shall be enforceable under the Contracts
(Rights of Third Parties) Act 1999 by a Third Party (being any person
other than the Parties and to the extent that any rights under this
Agreement are capable of being assigned, their permitted assignees).
21 COUNTERPARTS
21.1 This Agreement may be executed in counterparts.
11
IN WITNESS WHEREOF the Parties have executed this Agreement as of the date first
above written.
PGS Exploration (UK) Limited
By _________________________ (Signed)
_________________________ (Name)
_________________________ (Position)
NSNV, INC.
By____________________________ (Signed)
_________________________ (Name)
_________________________ (Position)
12
SCHEDULE A
TERMS AND CONDITIONS FOR PROVISION OF
CONSULTANCY SERVICES
13
SCHEDULE B
LIST OF GOODS AND SERVICES THAT COUNT TOWARDS THE WORK PROGRAM
AND APPLICABLE DISCOUNTS
Certain discounts will be applicable for use of PGS products or services. PGS
will provide such products or services at the more favourable price (to
Licensee) of (1) the discount set forth herein or (2) preferred terms which
means where a lower price may be offered to a company of a similar size to the
Licensee for a similar volume and location of products or services carried out
on similar terms at the time or within three months after Licensee requests such
products or services.
The extent of the products or services to which the discounts shall apply are
set out below:
For the avoidance of doubt, discounts shall not apply to purchases of products
or services involving FPSO's, Pertra and other non-seismic related activities.
*
- -----------------
* This information has been omitted pursuant to a request for confidential
treatment and filed separately with the Commission.
14
SCHEDULE C
THE LICENCE AGREEMENT
15
SCHEDULE D
THE SOFTWARE LICENCE
16
SCHEDULE E
VESPA NOTICE PARTIES
To: Watson Farley & Williams
15 Appold Street
London
EC2A 2HB
Tel: 020 7814 8000
Fax: 020 7814 8141/2
Attention: Jonathan Martin and Nick Fenner
and to:
Watson Farley & Williams
100 Park Avenue
31st Floor
New York
NY 10017
USA
Tel: 001 212 922 2200
Fax: 001 212 922 1512
Attention: John Osborne and Daniel Rodgers
17
SCHEDULE F
NORTH SEA MEGA MERGE SEISMIC DATA
1. Survey Areas and Locations (as more particularly defined in Schedule F Map
1):
Norway Northern North Sea up to 10,000 sq. km*
(as depicted on Schedule F Map 1)
Norway South Viking Graben 3,000 sq. km
(as depicted on Schedule F Map 1)
Norway Central Graben 9,200 sq. km
(as depicted on Schedule F Map 1)
UK Central Graben 35,000sq. km
(as depicted on Schedule F Map 1)
UK Southern North Sea 22,000 sq. km
(as depicted on Schedule F Map 1) -------------
TOTAL: up to 79,200 sq. km
*8,150 sq. km currently available; balance should be released (without
commitment) during 2004.
2. Digital Atlas covering the North Sea
18
SCHEDULE F
MAP 1
NORTH SEA MEGA MERGE SEISMIC DATA
[MAP]
19
EXECUTION COPY
SCHEDULE A
TERMS AND CONDITIONS FOR PROVISION OF
CONSULTANCY SERVICES
THIS AGREEMENT is made this 16th day of December 2003 between
PGS EXPLORATION (UK) LTD, a company registered in England having its Registered
Office at PGS Court, Halfway Green, Walton-on-Thames, Surrey, KT12 1RS
(hereinafter referred to as "PGS"),
and
NSNV, INC., a corporation organized under the laws of the State of Texas, United
States of America, having its offices at 1001 Fannin, Suite 1700, Houston, Texas
77002 (hereinafter referred to as "Licensee").
1. DEFINITIONS
"COMMENCEMENT DATE" means the date of signature of this Agreement. For
the avoidance of doubt, if the Agreement is signed by each party on
different dates, the Commencement Date shall be taken to be the latest
date of signature of the Agreement;
"MAIN AGREEMENT" means the Agreement between the Licensee and PGS
entered into on the same date as this consultancy services Agreement;
"SERVICES" means the consultancy services supplied by PGS to the
Licensee in accordance with the Terms and Conditions set out in this
Agreement, for the purpose of assisting the licensee in understanding
and utilising data relating to the Mega Merge Project.
Unless otherwise provided, words used in this Agreement shall have the
same meaning as defined in the Main Agreement.
2. PROVISION OF THE SERVICES TO THE LICENSEE BY PGS
2.1 PGS agrees to provide from the Commencement Date the Services
to the Licensee at the rates detailed in Appendix A subject to
the terms of this Agreement.
2.2 As and when required by the Licensee, additional services to
those specified in Clause 2.1 above may be provided by PGS, at
rates to be agreed between the parties. Details of the
additional services required will be put into writing and
signed by both parties in a revised Appendix A to be
incorporated into this Agreement.
2.3 The Services shall be provided at the offices of PGS detailed
above or such other location as may be agreed between the
parties hereto.
2.4 All requests for Services shall be made by the Licensee in
writing and are subject to the Parties having agreed to a work
schedule.
3. OBLIGATIONS OF THE LICENSEE TO PGS
3.1 From the Commencement Date, Licensee agrees to provide to PGS
the following:
a. payment for the Services at the rates detailed in the
Appendix A hereto;
b. settlement of all third party expenses and other
reasonable out-of-pocket expenses incurred by PGS;
and
c. access to all documentation and information necessary
for the provision of the Services, subject to the
terms and conditions of Clauses 4 and 6 below.
4. INTELLECTUAL PROPERTY RIGHTS
4.1 PGS acknowledges that, unless otherwise agreed between the
parties in writing, any data and other information in which
the Licensee or its licensor owns the intellectual property
rights and which is supplied by the Licensee to enable PGS to
provide the Services shall remain the property of the Licensee
or the Licensee's licensors and no rights therein pass to PGS
hereunder save for the right to use such data and information
in order to provide the Services.
4.2 Licensee acknowledges that where the services provided relate
to data owned in whole or part by PGS or its Licensors ("PGS
Proprietary Data"), the intellectual property rights in any
materials generated from such Proprietary Data shall remain
with PGS or its Licensors and shall only be used or disclosed
in accordance with the terms of the licence agreement under
which such data was made available to the Licensee.
4.3 Licensee warrants that where it provides data to PGS, PGS or
its permitted contractors will not infringe the rights of
third parties by performing the Services in relation to such
data requested by the Licensee under the terms of this
Agreement. Licensee shall indemnify and hold PGS harmless
against any cost liability or expense that PGS occurs as a
result of breach of Licensee's warranty under this Clause.
4.4 Licensee agrees that PGS may retain a reasonable number of
copies of the materials derived from the provision of the
Services for archival purposes only.
5. PAYMENTS
5.1 All invoices of PGS shall be paid by the Licensee within
thirty (30) days of the date of invoice. In the event of late
payment, PGS may charge interest on the amount outstanding
before and after judgement at the rate of four (4) percent
above the base rate of HSBC plc in force from time to time
from the due date until the date of payment.
5.2 All fees are exclusive of value added taxes which will be
added to invoices where appropriate.
5.3 Any fees stated in this Agreement or the Schedules shall only
relate and apply to the Services provided hereunder and are in
no way an indication of prices for other arrangements, orders
or agreements with the Licensee.
2
6. CONFIDENTIALITY
6.1 Both parties shall maintain strict confidence and shall not
disclose to any third party any information or material
relating to the other or the other's business which comes into
that party's possession and shall not use such information and
material except for the purposes of this Agreement. This
provision shall not, however, apply to information or material
which is or becomes public knowledge other than by breach by a
party of this clause.
6.2 Without limiting the foregoing, any confidential information
shall at all times be given protection no less than each party
gives to its own confidential information.
7. WARRANTY
PGS warrants that the Services will be supplied using reasonable care
and skill. PGS does not warrant that the Services supplied will be
error-free, accurate or complete.
8. LIMITATION OF LIABILITY
8.1 PGS shall not be liable for any special, indirect, economic or
consequential loss or damage howsoever arising or howsoever
caused (including loss of profit, loss of revenue or loss of
goodwill) whether from negligence or otherwise. Any liability
of PGS shall in any event be limited to the fees paid by the
Licensee under this Consultancy Services Agreement in the year
in which the event of default arises.
8.2 Nothing herein shall limit either party's liability for death
or personal injury arising from the proven negligence by
itself or its employees or agents.
8.3 The Licensee shall fully indemnify PGS against any liability
to third parties or Licensees arising out of the Licensee's
use of the Deliverables.
8.4 Neither party shall be liable for any delay or failure to
perform arising from circumstances outside its control.
9. TERM AND TERMINATION
9.1 This Agreement shall commence on the Commencement Date and
shall continue until three years from the Commencement Date
unless terminated sooner under the provisions hereunder.
9.2 Either party may terminate this Agreement forthwith for any
one or more of the following reasons:
a. upon a material breach by the other party of any part
of this Agreement which is incapable of remedy or
which, if capable of remedy, is not so rectified
within thirty (30) days; or
b. upon an order being made for the purposes of
liquidation or bankruptcy of the other party (save
for the purposes of voluntary reconstruction or
amalgamation); or
c. a change of control of the other party which the
first party views as material and/or adverse to its
own business.
9.3 The Licensee's rights to the free and discounted Man Months
and discounted rates provided for in Appendix A to this
Agreement shall terminate in the event that:
3
(a) PGS exercises its rights under Clause 3.4 of the Main
Agreement; or
(b) PGS is released from those obligations in the
circumstances outlined in Clause 13.1 of the Main
Agreement; or
(c) PGS is otherwise entitled to terminate the Main
Agreement.
9.4 Termination shall be without prejudice to any other rights or
remedy which may have accrued prior to the termination.
10. CONTINUATION
The provisions as to confidentiality, liability and copyright shall
continue in full force and effect for a period of three (3) years
following termination or expiry of this Agreement for whatever reason.
11. EMPLOYMENT OF PERSONNEL
Subject to the prior written consent of PGS, during the term of this
Agreement and for a period of twelve (12) months thereafter, the
Licensee shall not employ or induce to employ, whether as an employee,
agent, partner or consultant, any employee of PGS directly associated
with this Agreement. The parties agree that a reasonable forecast of
the damages arising from breaching this clause would be (and the
Licensee agrees to pay) an amount equal to the annual salary for the
employee as of the date of the breach of this clause as liquidated
damages. PGS may also seek injunctive relief.
12. NOTICES
All notices shall be given in writing to persons at the locations
specified in this Agreement or such other address as either party may
designate by notice to the other. Notice sent by post shall be deemed
to be delivered seventy-two (72) hours after posting.
13. WAIVER
Any waiver, concession or indulgence made by either party shall not be
considered as a continuing waiver of its rights.
14. ENTIRE AGREEMENT
This Agreement contains the entire understanding between the parties
hereto and supersedes all previous agreements between the parties. No
other terms or conditions (including any written, given verbally or
attached to any purchase order form, document or correspondence) shall
be included or implied unless agreed upon in writing signed by an
authorised officer or representative of each of the parties to this
Agreement.
15. TAXES
PGS is responsible for accounting to the Inland Revenue and all other
authorities for all taxes, insurance contributions and other
liabilities, charges and dues for which PGS is liable. The Licensee
shall not make any withholding from the fees payable hereunder unless
so instructed by PGS.
16. INDEPENDENCE
Nothing within this Agreement creates any relationship between the
parties and for the purposes of this Agreement, PGS is an independent
contractor.
17. ASSIGNMENT
4
17.1 This Agreement may not be assigned by either party without the prior
written consent of the other party, such consent not to be unreasonably
withheld.
17.2 The parties acknowledge that PGS may subcontract its obligations under
this Agreement to PGS Reservoir (UK) Ltd or its successors or, if those
companies are not available due to reasons of insolvency, a third party
provider mutually agreeable to Licensee and provided that PGS remains
primarily liable to the Licensee for the performance of the obligations
hereunder.
18. SEVERABILITY
If any term of this Agreement shall be held to be invalid, illegal or
unenforceable, the remaining terms or provisions shall remain in full
force and effect and such invalid, illegal or unenforceable terms and
provisions shall be deemed, ab initio, not to have been part of this
Agreement.
19. FORCE MAJEURE
19.1 The obligations of each party under this Agreement shall be suspended
during the period and to the extent that that party is prevented or
hindered from complying with them by any cause beyond its reasonable
control including, but not limited to, an act of God, strikes, floods,
fire, storm, failures of electrical or telephone supplies, change in
the laws, rules, regulations or orders of any national or municipal or
other governmental body, acts of war or terrorism, riots, civil
disturbance or natural disasters.
19.2 In the event of either party being so hindered or prevented, the party
concerned shall give notice of suspension as soon as reasonably
possible to the other party stating the date and extent of the
suspension and its cause. A party whose obligations have been suspended
as aforesaid shall resume the performance of those obligations as soon
as reasonably possible after the removal of the cause and shall so
notify the other party. In the event that the cause continues for more
than six (6) months the parties agree that this Agreement shall
terminate automatically.
20. HEADINGS
All headings used in this Agreement are for convenience only and shall
be disregarded for the purpose of any interpretation of this Agreement.
21. GOVERNING LAW
This Agreement shall be subject to and construed in accordance with the
laws of England and Wales and the parties hereby submit to the
exclusive jurisdiction of the English courts.
5
IN WITNESS WHEREOF the Parties have executed this Agreement as of the date first
above written.
PGS Exploration (UK) Ltd NSNV, INC.
By ______________________ (Signed) By ______________________ (Signed)
______________________ (Name) ______________________ (Name)
______________________ (Title) ______________________ (Title)
6
APPENDIX A
TO THE CONSULTANCY SERVICES AGREEMENT
1. SERVICES (1)
Provision of one person for two (2) Man Months and appropriate computer hardware
and software in PGS Reservoir's (or their successor's) office in Maidenhead for
the provision of the Services.
The person to be provided shall depend on timing of commencement of work, but
such person shall be familiar with work undertaken on the mega merge. The person
may not necessarily be an active member of the current mega merge teams as there
is working in progress which needs to be completed during Q.1 2004.
This person shall be provided at no cost to Licensee.
2. SERVICES (2)
Provision of person or persons up to 6 Man Months on an at cost basis for such
person or persons based on actual costs for such persons, plus any appropriate
costs for computer hardware and software required for the work to be undertaken
for the Licensee. The scope of such work and persons required for such work are
not defined at present, but shall be defined by Licensee and costs agreed
between the parties before commencement of work. The location of the work to be
undertaken shall also be agreed in advance by the parties.
The person or persons shall depend on the manpower and timing requirements of
Licensee provided that the person or persons to be provided shall be familiar
with work undertaken on mega merge.
3. SERVICES (3)
Any services requested during the Term outside the scope of items 1 and 2 above
shall be provided to the Licensee at the more favourable price to the Licensee
of (i) at a discount of 3.5 to 5% of PGS's usual rates depending on the type of
service or (ii) Preferred Terms as defined in Schedule B of the Main Agreement.
7
EXECUTION COPY
SCHEDULE C
LICENCE AGREEMENT
FOR USE OF NORTH SEA MEGA MERGE SEISMIC DATA
LICENCE AGREEMENT NO: 2003-45
THIS AGREEMENT is made this 16th day of December 2003 between
(1) PGS EXPLORATION (UK) LTD, a company registered in England having its
Registered Office at PGS Court, Halfway Green, Walton-on-Thames,
Surrey, KT12 1RS (hereinafter referred to as "PGS"); and
(2) NSNV, INC. a corporation organized under the laws of the State of
Texas, United States of America, having its offices at 1001 Fannin,
Suite 1700, Houston, Texas 77002 (hereinafter referred to as
"Licensee").
ARTICLE 1 - DEFINITIONS
For the purpose of this Agreement, the following definitions shall apply:
1.1 "AFFILIATE" shall mean any company or other entity controlled by, in
control of or under common control with a Party hereto. For the purpose
of this definition, "control" shall mean the right to exercise directly
or indirectly the vote of more than 50% (fifty percent) of the voting
shares in such company or corporation in issue from time to time and/or
the right to control the composition of the board of directors of such
a company or corporation.
1.2 "AGREEMENT" means this agreement together with all its enclosures and
appendices as amended, modified or supplemented from time to time.
1.3 "BONA FIDE GROUP" means a group of two or more companies or other
entities having a contractual agreement to jointly explore, lease or
develop defined geographical area(s) of exploration interest.
1.4 "COMMENCEMENT DATE" means 16 December 2003.
1.5 "CONSULTANT" means a Third Party (whether individual, company or other
entity) engaged by The Licensee to interpret, reprocess or make other
technical studies of the Data.
1.6 "DATA" means the proprietary geophysical and/or geological information
known as the North Sea Mega Merge Seismic Data over the geographical
area defined in Schedule F of the Main Agreement including but not
limited to the seismic data, the interpretation thereof together with
any such information regarding concepts or leads identified during the
course of the interpretation.
1.7 "GROUP MEMBER" means a company or other entity being a member of a Bona
Fide Group.
1.8 "LICENSED DATA" means the Data licensed under this Agreement pursuant
to a request under Clause 2.2.
1.9 "MAIN AGREEMENT" means the agreement between the Licensee and PGS
entered into on the same date as this Agreement.
1.10 "NORTH SEA PARTICIPANT" means one or more of the following companies as
well as their Affiliates and their successors:
BP GDF
Conoco Phillips Total
Chevron Texaco ENI
Amerada Hess BG
Kerr McGee Petro-Canada
Marathon CNR
Norsk Hydro Maersk
Shell Wintershall
Exxon Mobil RWE
Statoil Murphy
Centrica Encana
Paladin Noble
ATP Perenco
Talisman
1.11 "OPTIONAL DELIVERY ITEMS" means in respect of Licensed Data those items
identified in Appendix B as Optional Delivery Items for that part of
the Data.
1.12 "OWNER" means any person, firm or company by whom PGS has been granted
a licence to use any of the Data (not being Data owned by PGS);
1.13 "PGS COMPETITOR" means a company or an Affiliate of a company that, as
all or a significant part of its business, licences to others, acquires
or processes seismic data or provides consultancy services relating to
seismic data.
1.14 "PGS PROPRIETARY DATA" means that part of the Data owned by PGS or its
Affiliates (not open file or brokered data).
1.15 "PARTY" means each of the parties to this Agreement.
1.16 "REQUEST" means a request to licence Data in the form set out in
Appendix A made in accordance with Clause. 2.2 of this Agreement.
1.17 "STANDARD DELIVERY ITEMS" means in respect of Licensed Data those items
identified in Appendix B as Standard Delivery Items for that part of
the Data.
1.18 "THIRD PARTY" means an individual, a partnership, a company or other
entity not being a Party to this Agreement.
ARTICLE 2 - GRANT OF RIGHTS
2.1 PGS grants to the Licensee, subject to the terms and conditions of the
Agreement, and upon delivery of the requested Data following a Request
in accordance with Clause 2.2 the non-exclusive use of and access to
the requested Data for the sole purpose of evaluating the hydrocarbon
potential of the geographical area to which the requested Data refer or
of any other geographical area adjoining such area. The Data and any
information derived therefrom shall solely be used for the Licensee's
internal purposes.
2.2 The Licensee may exercise its right to license Data by serving a
Request on PGS requesting delivery of all or portions of the Data. Each
Request shall specify the geographical area to which the requested Data
relates and shall be in the form set out in
2
Appendix A. The scope of the licence granted shall only extend to that
part of the Data which covers the geographical area specified in the
Request. The requested Data shall be deemed licensed to the Licensee
when PGS acknowledges receipt of the Request by countersigning the
Request, such acknowledgement not to be delayed or withheld.
ARTICLE 3 - DELIVERY OF DATA
3.1 The Licensee is entitled to receive upon request at any time and from
time to time from PGS under this Agreement the Licensed Data in the
formats set out in Appendix B. PGS shall invoice Licensee for any
applicable additional charges as set out in Appendix B.
3.2 The Licensee shall be entitled under this Agreement to request
additional copies of the Licensed Data and extra products and services
relating to the Licensed Data for which an additional charge will
become payable to PGS, details of which are set out in Appendix B.
3.3 At the request of the Licensee, PGS shall deliver requested Data to the
Licensee and such Data will be received by the Licensee subject to the
terms and conditions of this Agreement.
3.4 Licensed Data delivered to the Licensee under the Agreement unless
otherwise agreed shall be delivered in duplicate to Licensee's offices
in London and Houston and shall be accompanied by a transmittal letter
or delivery form which shall describe in detail the content and form of
the Licensed Data, such as but not limited to, the 3D area, in-line(s),
cross-lines and type of data delivered.
3.5 Where delivery of Licensed Data is made by PGS in usual tape format
Licensee shall reimburse PGS the expense of the tangible carrier for
the second copy only. Where delivery is requested on any other media
(for example hard drive) Licensee shall provide the media to PGS or
agree to reimburse PGS for the actual cost of the requested media for
all copies.
3.6 PGS shall use its bests efforts to deliver Licensed Data within such
period as is reasonable considering the volume and format of the
Licensed Data requested.
ARTICLE 4 - AVAILABILITY OF DATA
4.1 PGS undertakes for a period of 5 YEARS from the Commencement Date, to
store the original Data in London, provided that the Data are owned by
PGS. During this period copies of the Licensed Data shall be available
for Delivery to the Licensee in accordance with the terms of this
Agreement.
4.2 Where PGS itself stores the Data, PGS shall ensure that such Data are
stored in accordance with industry practice from time to time. Where
PGS procures the storage of the Data by a Third Party PGS shall use its
reasonable endeavours to ensure that such Third Party is equipped to
store such Data in accordance with industry practice from time to time.
Save as otherwise provided herein PGS shall have no liability in
respect of any loss of or damage to the Data howsoever caused during
storage.
4.3 If PGS should continue to store the Data after the expiration of the
said 5 YEARS period, the Licensee shall be entitled to deliveries of
copies of the Licensed Data in accordance with the terms of this
Agreement for so long time as the Data are stored by PGS. PGS gives no
warranty in respect of the storage of the Data after the expiration of
such 5 YEAR period referred to above and accordingly PGS shall have no
liability whatsoever and howsoever caused in respect of any loss of or
damage to the Data. If after the expiry of the five year period
referred to above PGS decides to terminate storage of Data owned by
PGS, the Licensee will be given 60 days' written notice to this effect
to provide time for the Licensee to request PGS to supply further
copies of the Data at the Licensee's expense and on the terms of this
Agreement prior to such termination taking place.
3
ARTICLE 5 - PRICE AND PAYMENT CONDITIONS
5.1 The price to be paid by the Licensee (the Licence Fee) shall be as set
forth in the Main Agreement, except the Uplift Payments and additional
charges which are described in Articles 5.2 -5.5 herein.
5.2 Uplift Payments as set out in Appendix C shall be due to be paid to PGS
by the Licensee in the event that the Licensee or any of its Affiliates
has or gets a joint contractual or equity interest in any licence
covering all or part of a geographical area covered by PGS Proprietary
Data.
5.3 The costs set out in Schedule B are inclusive of all other expenses if
applicable relating to the production and delivery of those items
including expenses for tape copying, handling, reproduction, splicing,
freight and insurance if applicable except as provided for in Article
3.5.
5.4 PGS will issue invoices to the Licensee for any additional costs and
expenses not covered by the Licence Fee upon confirmation and
acceptance of the Licensees order.
5.5 Except as otherwise provided for in this Agreement, payment shall be
made by The Licensee within 30 days following the date of the invoice
to PGS Bank Account as stated in the invoice. Interest shall be charged
on late payments at the annual rate of LIBOR plus three (3) per cent
from the date of the invoice until payment in full regardless of
whether proceedings have been commenced.
ARTICLE 6 - OWNERSHIP OF THE DATA
6.1 The Licensee acknowledges that the Data are a valuable intellectual
property right and trade secret of PGS or of the Owner and that title
to, ownership rights and intellectual property rights in, such Data
shall at all times remain in PGS or the Owner. The Licensee
acknowledges that it is acquiring under the terms hereof, only the
non-exclusive right to utilise the Licensed Data, as provided herein,
and PGS shall have the right at any time to license the Data to Third
Parties on terms to be decided by PGS, except as otherwise set forth
herein or in the Main Agreement. The Licensee shall in no event
disclose or transfer the Licensed Data or any information derived
therefrom to Third Parties, except as may be specifically provided in
this Agreement.
ARTICLE 7 - REPRESENTATIONS, WARRANTIES AND INDEMNITIES
7.1 PGS represents and warrants that (i) it has the right to license to the
Licensee the Data licensed under this Agreement, (ii) Licensing and
Delivery of the Licensed Data to the Licensee does not and will not
infringe on any copyright or any trade secrets of any third party and
(iii) the execution and delivery of this Agreement and performance
hereunder shall not violate any law, rule or regulation or any
contracts or agreements by any member of the PGS Group with Third
Parties.
7.2 PGS agrees to indemnify, defend and hold harmless the Licensee
(including reasonable attorneys' fees and costs of defence) from and
against claims, causes of action, losses, liabilities and legal
proceedings brought against the Licensee claiming infringement of a
patent by PGS in its performance of its obligations hereunder, provided
the Licensee notifies PGS promptly in writing of any such infringement
claim against it and gives PGS such authority, information and
assistance, at the expense of PGS, as PGS may request in defence of
such proceedings and provided further that the Licensee shall not
compromise, settle or negotiate or make any statement prejudicial to
the defence or settlement of any such claim and shall permit PGS to
take over at PGS's expense the conduct of any such
4
provided further that this indemnity shall not apply to any
claim or award against the Licensee which arises directly or
indirectly, as a result of PGS in performing its obligations
using any equipment, technology, designs, know-how or
information supplied by the Licensee or following any
directions of the Licensee.
7.3 PGS agrees to indemnify, defend and hold the Licensee harmless
(including reasonable attorneys' fees and costs of defence)
from and against claims, causes of action, losses, liabilities
and legal proceedings brought against the Licensee by any
Third Party or employees of PGS arising out of or related to
the conduct by PGS of its operations in acquiring and
processing the Data licensed to the Licensee hereunder,
provided the Licensee notifies PGS promptly in writing of any
such claim against it and gives PGS such authority,
information and assistance (at PGS's expense) as PGS may
request for the defence of such proceedings and provided
further that the Licensee shall not compromise, settle or
negotiate or make any statement prejudicial to the defence or
settlement of any such claim and shall permit PGS to take over
at PGS's expense the conduct of any such proceedings and
provided further that this indemnity shall not apply to any
claim or award against the Licensee which arises directly or
indirectly as a result of PGS in performing its obligations
hereunder using any equipment, technology, designs, know-how
or information supplied by the Licensee or following any
directions of the Licensee.
7.4 The Licensee shall indemnify, defend and hold PGS and/or the
Owner harmless in respect of any loss or damage suffered by
PGS and/or the Owner as a result of any breach of this
Agreement by the Licensee. PGS shall indemnify, defend and
hold the Licensee harmless in respect of any loss or damage
suffered by the Licensee as a result of any breach of this
Agreement by PGS.
7.5 PGS represents and warrants that so far as PGS is aware but
without having conducted any investigations of any Third Party
the Data provided to the Licensee hereunder has been acquired
and processed in accordance with applicable laws, rules and
regulations and accepted practices of the geophysical
profession. Notwithstanding anything else contained herein,
the Licensee acknowledges and accepts that the Data licensed
under this Agreement are being supplied "as is", and PGS makes
no representation or warranty, express or implied, of any kind
regarding the quality or reliability of the Data nor their
fitness for any particular use or purpose and all warranties,
conditions or other terms implied by statute or common law are
excluded to the fullest extent permitted by law.
7.6 If wrong or faulty copies of Licensed Data are delivered by
PGS, PGS shall as soon as possible see that the copies are
replaced by correct copies, and PGS shall have no further
liability in respect of the delivery of wrong or faulty
copies.
7.7 PGS makes no guarantee representation or warranty that any
licences, leases or concessions for areas covered by the Data
will be granted to the Licensee or other exploration activity
will be authorised for the area covered by the Data by any
government entity or other Third Party, and any implied
representation to that effect is hereby expressly negated.
7.8 Notwithstanding anything else contained herein, PGS shall in
no event be liable to the Licensee for punitive, indirect,
incidental or consequential damage or loss and/or for any
business interruption, loss of production, loss of product,
loss of use, loss of revenue, profit, anticipated product or
business opportunity resulting from or arising out of the
performance or non performance of this Agreement or the use by
the Licensee of the Data or out of any representation (unless
made fraudulently) or any implied warranty, condition or other
term, or any duty at common law, whether in any case caused by
the negligence or breach of statutory duty of PGS, its
employees or agents or otherwise howsoever arising. Nor shall
PGS be liable for any costs related to the use of the Data,
e.g. costs regarding format conversions for specific uses.
5
7.9 The Licensee shall inform the PGS on becoming aware of any
actual attempted or suspected abuse of the Data or of any
allegation or complaint made by a Third Party that the use of
the Data in accordance with the terms of the Agreement
infringes the rights of that Third Party.
7.10 The obligations under this Article 7 shall survive the
termination of this Agreement.
ARTICLE 8 - CONFIDENTIALITY
8.1 The Licensee agrees that all Data acquired and obtained under
the terms of this Agreement are intended for its sole use, and
that all such Data and any information derived therefrom shall
be kept and remain confidential and shall not be divulged,
transferred, sold or otherwise disposed of without the prior
written consent of PGS, except as specifically provided in
this Agreement. The Licensee shall ensure that all of its
directors, officers or employees who have access to the Data
or any information derived therefrom are informed of the
obligations of confidentiality set out in this Agreement prior
to disclosing the same to them and that such directors,
officers and employees are bound by a general obligation of
confidentiality to The Licensee which extends to the Data and
any information derived therefrom. The Licensee shall enforce
such obligations in respect of the Data and any information
derived therefrom at its own expense at the request of PGS.
8.2 The Licensee may at any time during the term of this Agreement
disclose and make the Licensed Data available to any Affiliate
of the Licensee for such Affiliate's sole use, provided that
prior to such disclosure Licensee shall inform PGS of the
identity of such Affiliate in writing and such Affiliate shall
agree:
(i) to be bound by the terms of this Agreement to the
same extent as the Licensee provided always that such
Affiliate shall not be entitled to disclose the
Licensed Data or any information derived therefrom to
any of its Affiliates;
(ii) that in the event such Affiliate should cease to be
an Affiliate of the Licensee, it shall immediately
cease use of the Licensed Data and any information
derived therefrom and all copies thereof shall
forthwith be returned to the Licensee or PGS;
(iii) that on termination or expiry of this Agreement for
whatever reason such Affiliate shall immediately
cease use of the Licensed Data and any information
derived therefrom and all copies thereof shall
forthwith be returned to PGS;
8.3 The Licensee hereby undertakes to procure that an Affiliate to
which Licensed Data is disclosed under Clause 8.2 shall comply
with the provisions of this Clause 8 and the Licensee shall
indemnify and keep indemnified PGS from and against all and
any losses, costs, damages and expenses (including, without
limit, legal costs and expenses) that PGS may suffer or incur
arising as a direct or indirect result of any breach by such
Affiliate of such provisions.
8.4 If an Affiliate to which Licensed Data is disclosed under
Clause 8.2 is at the date of disclosure of the Licensed Data
or any information derived therefrom or at any time thereafter
during the term of this Agreement becomes itself the holder of
a licence or becomes a Group Member of any Bona Fide Group
which has been awarded a licence in respect of any area to
which the Licensed PGS Proprietary Data relates, the Licensee
shall be liable to pay to PGS the Uplift Payments in
accordance with Appendix C.
6
8.5 The Licensee may disclose and make the Licensed Data available
to a Consultant, provided that the Consultant agrees to the
following:
(i) that the work performed by the Consultant in
connection with the Licensed Data shall be for the
sole benefit of the Licensee;
(ii) to maintain in the strictest confidence and not
disclose the Licensed Data or the results of the
Consultant's work or any information derived
therefrom to any Third Party;
(iii) that the Consultant shall not retain any copies of
the Licensed Data or any information derived
therefrom and upon completion of his work shall
deliver all copies thereof to the Licensee;
(iv) that the Consultant shall not use the information
obtained for his own commercial purposes or those of
any Third Party;
and the Licensee shall procure that the Consultant shall
comply with such provisions and the Licensee shall indemnify
and keep indemnified PGS from and against all and any losses,
damages, costs and expenses (including, without limit, legal
costs and expenses) suffered or incurred by PGS directly or
indirectly as a result of any breach by the Consultant of such
provisions.
8.6 The Licensee may disclose and make available to government
agencies having competent authority or jurisdiction in the
areas concerned, such copies of the Licensed Data which are
required to be disclosed by the respective agencies provided
always that prior to making any such disclosure the Licensee
shall first consult with PGS and shall have due regard to the
views and opinions of PGS in making any such disclosure.
8.7 Subject always to Article 9 hereof, the Licensee may disclose
and make the Licensed Data available to the Group Members of a
Bona Fide Group of which the Licensee is a member.
8.8 The Licensee may show limited amounts of Licensed Data solely
for presentation purposes to prospective joint venturers or
prospective assignees of the Licensee with respect to
petroleum exploration and production rights in the survey area
to which the Licensed Data relates, provided that such
prospective joint venturers and prospective assignees agree to
keep the same confidential and provided further that the
Licensee shall not give copies of Licensed Data to or allow
copying of Licensed Data by such prospective joint venturers
or assignees. For the avoidance of doubt the Licensee shall
not be entitled to make any such Data available to such
persons by any electronic means including without limitation
by including the same on any web-site or other Internet
presence or by making the same available over the Internet,
the worldwide web or any other electronic delivery system or
computer network; however, Licensee shall be allowed to make
limited amounts of the Licensed Data available to such persons
on computer workstations or similar equipment in Licensee's
offices for presentation and evaluation purposes only, subject
to the terms of this Clause. These obligations of the Licensee
shall also apply in cases where the Licensee is selling or
transferring his business activities and/or his assets
relating to Licensed Data, partly or in whole, to a Third
Party. The Licensee shall procure that any such prospective
joint venturer, assignee or Third Party complies with such
obligations of confidence. Except as otherwise provided, in
order to obtain any additional access to the Licensed Data,
the prospective joint venturer, assignee or Third Party must
purchase a Licence from PGS at the appropriate price.
8.9 The Licensee may disclose and provide copy of the Licensed
Data to other parties, subject to written agreement by PGS,
provided that such other parties agree to keep such Licensed
Data within the confidentiality obligations herein.
7
8.10 If Licensed Data delivered under the Agreement are reprocessed
by or for the Licensee, the confidentiality terms contained
herein shall apply to the results of the reprocessing and the
information derived therefrom. Magnetic media and hard copies,
resulting from reprocessing, shall be marked by such notice as
PGS may require from time to time. Without prejudice to the
generality of the foregoing on the termination or expiry of
this Agreement for whatever reason The Licensee shall
immediately cease to make any use of such reprocessed Data or
the information derived therefrom and shall at the option of
PGS, either destroy or return to PGS such reprocessed Data and
all copies of any information derived therefrom.
8.11 The Licensee shall not divulge any of PGS's proprietary
working practices "know-how" or other confidential information
relating to PGS or its business to any Third Party except
pursuant to the extent permitted under Articles 8.2, 8.5 and
8.6 and in any event only as may be strictly necessary. Any
such disclosure of such proprietary working practices,
"know-how" or confidential information shall only be made on
condition that the recipient of such information agrees in
writing to keep the same strictly confidential in terms
reasonably acceptable to PGS provided always however that this
clause shall not apply in respect of information which is
already in the public domain otherwise than as a result of any
breach by the Licensee of this Article.
ARTICLE 9 - BONA FIDE GROUP
9.1 In the event that the Licensee is or becomes a member of a
Bona Fide Group whose interests include part or the whole of
the area covered by Licensed Data delivered under this
Agreement, The Licensee shall:
(a) notify PGS of the identity of the other Group Members;
(b) pay the Uplift Payment in accordance with Clause 5.2 if
applicable to PGS Proprietary Data.
9.2 The Licensee may disclose and make copies of the Licensed Data
and information derived therefrom available to the other Group
Members subject to the Licensee having complied with its
obligations under Clause 9.1 and procuring that the other
Group Member(s) agree to comply with the terms of this
Agreement and shall confirm this in writing to PGS in such
terms as PGS may request.
9.3 Subject to the Licensee having paid any applicable Uplift
Payment due under Clause 9.1, a Group Member with whom the
Licensee has entered into a joint venture or other contractual
arrangement providing for joint contractual or equity
interests in all or part of any license covered by the
Licensed Data shall be entitled to receive from PGS a license
to the relevant Licensed Data at no additional charge, where
the Group Member complies with the requirements set out in
Article 9.3(i) and 9.3(ii) below or, where applicable on open
file or brokeraged data, subject to that Group Member having
paid an amount to PGS equivalent to any brokerage payment that
PGS may be liable to pay to a third party in respect of
granting such a licence to the Group Member. The licence
granted by PGS to Group Member will include data over the
equity licence acreage, plus a reasonable (approximate 2 km)
periphery.
(i) where the licence is a UKCS licence, such Group
Member has not held an interest in more than 2
licences in the area covered by the Data prior to the
UK's 21st licensing round or
(ii) where the licence is a Norway licence, such Group
Member does not currently hold an equity licence in
Norway as of the Commencement Date.
8
9.4 A Group Member which has been given access to the Data or any
information derived therefrom in accordance with the
provisions of this Article, shall have the same rights and
obligations related to the use of the Licensed Data or such
information as the Licensee has under this Agreement.
9.5 The liability hereunder of the Licensee and any other Group
Members of a Bona Fide Group of which the Licensee is a member
shall be joint and several.
9.6 The Licensee shall promptly inform PGS if a Group Member
should leave the Bona Fide Group. The leaving member and any
Affiliate thereof shall have no continuing right to make use
of the Licensed Data or any information derived therefrom
received under this Agreement unless it concludes a separate
licence agreement with PGS and pays the licence fee in full
according to current price lists prevailing at such time. If
such agreement with PGS is not concluded, the Licensee shall
ensure that all copies of the Licensed Data and any
information derived therefrom which the leaving member or any
Affiliate thereof may have received under this Agreement are
returned forthwith to PGS. For the avoidance of doubt, where a
Bona Fide Group of which the Licensee is a member ceases to
exist, whether as a result of the termination or expiry of any
agreement relating to the creation of such Bona Fide Group or
otherwise howsoever, all Group Members of such Bona Fide Group
at such time (other than the Licensee) shall be deemed to have
left the Bona Fide Group and accordingly shall be regarded as
leaving members under this Article 9.6.
9.7 If the leaving member should leave the Bona Fide Group prior
to a licence round for which the Licensed Data have been
licensed by the Bona Fide Group and the leaving member elects
not to continue use of the Licensed Data under a separate
licence agreement with PGS, then the Licensee shall ensure
that all copies of the Licensed Data and any information
derived therefrom are returned to PGS and the information
derived therefrom.
ARTICLE 10 - TERM AND TERMINATION
10.1 This Agreement shall be in effect from the Commencement Date
and shall continue in effect for an indefinite period of time
until it is terminated according to the provisions contained
in this Article or by mutual agreement between the Parties.
10.2 This Agreement shall terminate in the event that the Licensee
fails to comply with its obligations under the Main Agreement,
and such failure continues for a period of five (5) Working
Days after written notice of such failure from PGS. For the
avoidance of doubt and without prejudice to the generality of
the foregoing, it is acknowledged and agreed that this
Agreement shall automatically terminate in the circumstances
set out in Clause 3.9 of the Main Agreement.
10.3 Either Party may by notice in writing to the other Party
terminate this Agreement with immediate effect if:
(i) the other Party should fail to comply with any
material term or provision of this Agreement and such
breach or default of this Agreement is not remediable
or not remedied within 30 days after receipt of
written notice of such breach or default from the
non-defaulting Party.
(ii) the other Party commits a persistent breach of this
Agreement (and for the purposes hereof a persistent
breach shall be a breach which is committed more than
three (3) times in any six (6) month period in
respect of which written notice is given each such
time by the Party not in default); or
9
(iii) the other Party goes into liquidation either
compulsory or voluntary (save for the purpose of a
bona fide solvent reconstruction or amalgamation) or
if a receiver or manager is appointed in respect of
the whole or any part of its assets or if any
resolution is passed for the voluntary liquidation of
the other Party or if any petition is presented to
any court of competent jurisdiction for the
compulsory liquidation of the other Party or if any
petition is presented to any court of competent
jurisdiction for the administration of the other
Party pursuant to Part II of the Insolvency Act 1986
or if the other Party proposes any voluntary
arrangement pursuant to Part I of the Insolvency Act
1986 or if any arrangement, scheme of arrangement or
compromise or composition is proposed with the
general body of creditors of the other Party or any
part of the same or if the other Party makes an
assignment for the benefit of or composition with its
creditors generally or threatens to do any of these
things or if the other Party shall become insolvent
by reason of its inability to pay its debts as they
fall due or if anything analogous to the forgoing
occurs in any relevant jurisdiction.
10.4 Upon termination of this Agreement all use, whether by The
Licensee, any Affiliate of The Licensee, any Consultant or any
Group Member, of the Data licensed hereunder and any material
or information derived therefrom shall immediately cease and
all copies of such Data in the possession or control of such
persons shall forthwith be returned by the Licensee to PGS and
all copies of any material or information derived therefrom
shall forthwith be destroyed.
10.5 All provisions of this Agreement which in order to give effect
to their meaning need to survive its termination including
without limitation the Licensee's obligations with respect to
confidentiality and the provisions of Articles 6, 7 and 8
shall remain in full force and effect thereafter. Termination
of this Agreement shall not affect the rights of the Parties
to payment hereunder accrued up to the date of termination.
10.6 The foregoing rights of termination shall apply
notwithstanding any assignment, novation, transfer or other
grant of rights whatsoever (whether or not permitted hereunder
or approved by PGS) and the above provisions shall be binding
on any successor, assign or sub-licensee of the rights of the
Licensee hereunder.
ARTICLE 11 - CHANGE OF CONTROL
11.1 PGS shall be entitled to terminate this Agreement forthwith by
notice in writing to the Licensee if any change occurs in the
control of the Licensee or any holding company of the
Licensee, or any assignee of the Licensee as provided in
Article 12, whether by virtue of any merger, acquisition,
consolidation, buy-out or otherwise howsoever, unless:
(i) PGS has given its prior written consent to such
change of control and the Licensee and Third Party
has complied with any conditions attached to that
consent; or
(ii) the successor who acquires control is not a PGS
competitor and Licensee within thirty (30) days after
such change of control pays to PGS, the fee which
would be payable by a third party for licensing the
Data up to a limit of USD 2.25 million
(USD2,250,000); or
(iii) a one time change of control occurs as part of the
Vespa Arrangements (as defined in the Main
Agreement), or
(iv) there is a one time change of control which occurs
after the Vespa Arrangements and PGS has not issued a
Put Notice under Clause 3 of the Main Agreement, and
which occurs within three (3) years of the
Commencement Date, and the successor who acquires
control is not a PGS Competitor or a North Sea
Participant.
10
11.2 Licensee shall in any event notify PGS in writing of any
change in control of the Licensee or its holding company or
their permitted assignees to whom rights have been assigned
under Article 12 no later than seven (7) days after such
change taking place and any regulatory restrictions on such
notification being made having expired.
11.3 For the purpose of this Article, "control" in relation to a
company or corporation shall mean the right to exercise
directly or in directly the vote in a general meeting of more
than 50 per cent of the voting shares in such company or
corporation in issue from time to time and/or the right to
control the composition of the board of directors of such
company or corporation and "holding company" shall have the
meaning ascribed thereto by Section 736 Companies Act 1985.
11.4 Nothing in this Clause shall affect PGS's rights to terminate
this Agreement under or pursuant to Clause 10.2.
ARTICLE 12 - ASSIGNMENT
12.1 The Licensee may not assign or transfer any of its rights or
obligations hereunder, except as expressly authorised herein.
12.2 The rights of the Licensee granted by this Agreement may not
be transferred without the prior written consent of PGS. PGS's
consent will not be delayed or refused for:
(a) a single one time assignment to an entity that acquires all or
substantially all of the business or assets of the Licensee
which occurs after the Vespa Arrangements and PGS has not
issued a Put Notice under Clause 3 of the Main Agreement, and
which occurs within three (3) years of the Commencement Date,
and the assignee is not a PGS Competitor or a North Sea
Participant;
(b) an assignment to Vespa or any of its Affiliates, provided that
the Licensee shall procure that the entity to whom Licensee
assigns its rights under this Agreement shall agree to assign
such rights back to Vespa immediately prior to ceasing to be
an Affiliate of Vespa.
12.3 A transfer of the right to use the Licensed Data shall not
release the Licensee from obligations under this Agreement
including its obligations to pay Uplift Payments and in the
event the entity to which the Data is transferred or its
Affiliates is or becomes the holder of an exploration or
production licence in an area covered by PGS Proprietary Data
or becomes a Group Member of a Bona Fide Group that holds or
has an interest in an exploration or production licence over
an area covered by such Data.
12.4 Except as otherwise authorised herein, this Agreement shall
not be construed as granting to the Licensee a right to assign
or transfer this Agreement to a Third Party with whom the
Licensee has agreed to sell or transfer all or a portion of
its petroleum exploration assets and/or business operations
unless Licensee, unless such Third Party is not a PGS
Competitor and within thirty (30) days after such assignment
Licensee pays to PGS, a transfer fee equivalent to the then
current fee which would be payable by a third party for
licensing the Data up to a limit of USD2.25 million
(USD2,250,000).
12.5 PGS may assign or transfer its rights and obligations
hereunder, wholly or in part, to any of its Affiliates;
however, PGS shall remain primarily liable for its obligations
hereunder if such assignment or transfer is made without the
prior written consent of Licensee. Such assignment shall
always be notified to Licensee in writing, covering the
Licence Agreement valid at the time of Assignment.
11
ARTICLE 13 - NOTICE
13.1 Any notice required or permitted to be given under this
Agreement shall be in writing and shall either be delivered
personally or sent by recognised courier service or by
pre-paid registered mail or by facsimile (telefax)
transmission to the Parties as follows:
To: PGS Exploration (UK) Ltd
PGS Court
Halfway Green
Walton-on-Thames
Surrey
KT12 1RS
Tel.: +44 (0)1932 26 00 01
Fax: +44 (0)1932 26 65 12
To: NSNV, Inc.
1001 Fannin, Suite 1700
Houston, Texas 77002
United States
Tel.: (713) 307-8700
Fax: (713) 307-8794
or to such other addresses as either of the Parties may from
time to time designate by notice in writing to the other
Party.
13.2 A notice given hereunder shall be deemed to have been received
by the Party as follows:
(i) if personally delivered, at the time of delivery
(ii) if delivered by courier, two days after the notice
was delivered to the courier
(iii) if sent by pre-paid registered mail, four days after
the envelope containing the notice was delivered into
the custody of the postal authorities
(iv) if sent by facsimile transmission, at the time of
transmission, provided always that a confirmation
copy is sent by pre-paid registered mail to the
relevant Party within 24 hours after transmission
unless such date of deemed receipt is not a business day, in which case
the date of deemed receipt shall be the next succeeding business day.
In this Article "business day" shall mean any day (other than a
Saturday or Sunday) on which banks in the territory in which the Party
on whom notice is being served is situated are generally open for
business.
In proving such service, it shall be sufficient to prove that delivery
was made to the Party or to the courier, or that the envelope
containing the notice was properly addressed and delivered into the
custody of the postal authorities as prepaid registered mail or that
the facsimile transmission was properly addressed, transmitted and
received as the case may be.
ARTICLE 14 - FORCE MAJEURE
14.1 If a Party is prevented or delayed in the performance of any
of its obligations under this Agreement by force majeure, and
if it gives written notice thereof to the other Party
12
specifying the matters constituting force majeure, together
with such evidence as it reasonably can give and specifying
the period for which it is estimated that such prevention or
delay will continue then the Party giving notice shall be
excused the performance or the punctual performance, as the
case may be (except for the payment of money) of such
obligations from the date of such notice and for so long as
such cause or prevention or delay shall continue.
14.2 For the purposes of this Agreement "force majeure" shall be
deemed to be any cause affecting any performance of this
Agreement arising from or attributable to acts, events,
omissions or accidents beyond the reasonable control of a
Party and without limiting the generality thereof shall
include the following:
14.2.1 strikes, lockouts or other industrial actions;
14.2.2 civil commotion, riots, invasions, war, threat or
preparation for war;
14.2.3 fire, explosion, storm, flood, earthquake,
subsidence, epidemic or other natural physical
disaster.
ARTICLE 15 - WAIVER
15.1 The rights herein given to either Party 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 right in the future or of any one or more of the other
rights which the exercising Party may have.
15.2 The failure of either Party to insist upon the strict
performance by the other Party of any term, provision or
condition of this Agreement shall not be construed as a waiver
or relinquishment in the future of the same or any other term,
provision or condition hereof.
ARTICLE 16 - SEVERABILITY
16.1 If due to a change in any applicable law or due to a decision
or any other act by any competent authority, one or more terms
or provisions of this Agreement can no longer be enforced or
an amendment of one or more of the provisions of this
Agreement is required, the Parties agree that they shall
endeavour to find an alternative solution approaching as near
as possible the contractual situation existing prior to such a
change, decision or act.
16.2 If one or more provisions of the Agreement are determined to
be invalid or unenforceable, the remaining provisions shall
not be affected thereby, and the Agreement shall be
administered as though the invalid or non enforceable
provisions were not a part of the Agreement.
ARTICLE 17 - ENTIRE AGREEMENT, AMENDMENTS
17.1 This Agreement and the Definitive Agreement constitute the
entire agreement of the Parties with respect to the subject
matter hereof and supersedes all prior or contemporaneous
written or oral understandings, agreements or representations
(including any made negligently but excluding any made
fraudulently) other than those contained herein. There are no
understandings or agreements relative to this Agreement that
are not fully expressed herein.
17.2 No modification, amendment or addition to the Agreement shall
be valid and binding on the Parties, unless set forth in
writing and signed by the Parties.
13
ARTICLE 18 - CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
18.1 Subject to Article 18.3, the Parties intend that no provision
of this Agreement shall confer any benefit nor be enforceable
by any person who is not a party to this Agreement by virtue
of the Contracts (Rights of Third Parties) Act 1999.
18.2 Subject to the remaining provisions of this Agreement,
Articles 2, 6, 7.4, 8, 9 and 10.3 are intended to be
enforceable by any Owner by virtue of the Contracts (Rights of
Third Parties) Act 1999.
18.3 Notwithstanding Article 18.2, this Agreement may be rescinded,
amended or varied by the Parties to this Agreement without
notice to or the consent of any Owner.
ARTICLE 19 - GOVERNING LAW, DISPUTES
19.1 The Agreement shall be governed by and construed in accordance
with the laws of England and Wales.
19.2 All disputes and differences that may arise out of or in
connection with the Agreement will be settled as far as
possible by means of negotiations and conciliation between the
Parties.
19.3 In case of failure to reach an amicable settlement, any
dispute, controversy or claim arising out of or in any way
connected with this Agreement including any question regarding
its existence, validity or termination shall be conclusively
resolved by arbitration in London under the Rules of the
London Court of International Arbitration (LCIA) which Rules
are deemed to be incorporated by reference into this Article.
19.4 The Parties agree to submit to the exclusive jurisdiction of
the courts of England and Wales for the purpose of any interim
relief from a court if necessary to prevent serious and/or
irreparable injury to that Party where the Licence Agreement
has been terminated and PGS considers it necessary to seek
relief from the Courts for the purpose of protecting it or the
Owner's proprietary interests in the Data.
IN WITNESS WHEREOF the Parties have executed this Agreement as of the date first
above written.
PGS Exploration (UK) Ltd NSNV, INC.
By ______________________ (Signed) By ______________________ (Signed)
______________________ (Name) ______________________ (Name)
______________________ (Title) ______________________ (Title)
14
APPENDIX A
THE FORM OF THE REQUEST
REQUEST NO [ ]
TO
LICENCE AGREEMENT NO. 2003-45
DATED 16 DECEMBER 2003
FOR USE OF NORTH SEA MEGA MERGE SEISMIC DATA
BETWEEN
NSNV, INC
(AS LICENSEE)
AND
PGS EXPLORATION (UK) LTD
1. Regional Area requested :
( Area in sq. km ( approx. ) )
3. Deliverables :
( details to be inserted )
4. Maps attached :
5. Other details :
LICENSEE PGS Exploration (UK) Ltd
By________________________ (Signed) By__________________________(Signed)
__________________________ (Name) ______________________________(Name)
__________________________ (Title) _____________________________(Title)
__________________________ (Date) _____________________________ (Date)
15
APPENDIX B
INTERPRETATION DETAILS AND EXTRA PRODUCTS
AND DELIVERABLES TO BE SUPPLIED
PGS CNS UK MEGA SURVEY INTERPRETATION - STANDARD DELIVERY ITEMS
One copy of each of the following items is included as a Standard Delivery Item.
Price of additional copies of Standard Delivery Items are available on request.
ITEM FILE TYPE COMMENT AVAILABLE
- ------------------------- ------------------ -------------------- ------------
Seed Horizon Files ASCII XYZ Seed as picked Q4
Autotracked Horizon Files ASCII XYZ Raw ZAP @ 50m Q4
ZMap TWT Grids ASCII XYZ 100m Grid Q4
Well Locations XY IHS** Q4
Well Headers DBF IHS Access** Q4
Formation Tops DBF IHS Time / Depth** Q4
Field Outlines XY IHS ** Q4
Structural Elements Map CGM (paper print *) 1:500,000 Q4
SEM Map + Field Outlines CGM (paper print *) 1:500,000 Q4
Time Structure Maps CGM 1:500,000 Q4
Quad Time Structure Maps CGM 1:200,000 Q4
Interpretation Report PDF Brief Overview Q4
Regional Seismic Profiles CGM (paper print *) Interpreted profiles Q4 / Q1 2004
* One paper copy available on request, additional paper copies available at cost
** Details of IHS costs to be provided on request
Horizons - Primary (picked, autotracked Horizons - Secondary (picked only)
and mapped)
Top Balder Fm
Top Hordaland Gp Intra Chalk Unconformity(nr Top Hod)
Eocene Sand (Tay) Top Triassic
Top Sele Fm Top Zechstein Gp
Top Chalk Gp
Top Plenus Marl Fm
Base Chalk (Top Cromer Knoll Gp)
Base Cretaceous Unconformity
Base Zechstein Gp
16
PGS CNS UK MEGA SURVEY INTERPRETATION - OPTIONAL DELIVERY ITEMS
PRICE
NO. OPTION TYPE COST (FOR 25,000 KM(2) / KM(2) AVAILABLE
- --- --------------------------- --------------------------- ---------------------- ---------- ---------
1 Well Summary Sheets Paper Prints Included+ N/A Q4
2 Time Structure Maps Paper Prints Included++ N/A Q4
3 Well Deviation Survey Digital - IHS IHS+++ N/A Q4
4 Digital Well Logs Digital, LIS - IHS IHS+++ N/A Q4
5 Horizon Attribute Package * Digital Included Q1 2004
6 Depth Conversion Package ** Digital Included Q1 2004
7 ER Mapper Package *** Digital/ER Viewer/ppt fmt L 25,000 L 1.00 Q1 2004
8 Landmark Project Tapes SeisWorks / Exabyte )2 sets included Q4
9 SMT Kingdom Project Tapes Digital Exabyte ) of 8 or 9 Q4
10 Synthetics (Evaluating) Digital Exabyte No pricing Q2 2004
available yet
* Horizon Attribute Package includes selected seismic isochrons,
amplitude extractions and edge horizons all in horizons export format.
** Depth Conversion Package includes depth, isochore and interval velocity
grids all in ZMap ASCII grid format.
*** ER Mapper includes all TWT, isochron, horizon amplitude and edge
horizons as enhanced images. Output is in an ArcView GIS compatible
format and as a PowerPoint presentation. Price assumes purchase of
Option Items 5 and 6.
+ One paper print copy available at no additional charge. Each additional
set at cost of(pound)1,000.
++ One paper print copy available at no additional charge. Each additional
set at cost of(pound)3,125.
+++ Details of IHS costs to be provided on request.
These prices are inclusive of delivery and assume a minimum purchase of 10,000
km2. Wherever possible, PGS would prefer to deliver whole areas. These prices
are for delivery from PGS Reservoir or its successor; if delivery is required
from a third party PGS will notify Licensee in advance of any additional charges
which may be incurred. For the avoidance of doubt, the price for delivering
other data, e.g. stack data, field data, shall be at the appropriate price
prevailing at the time.
17
OPTION 5. CNS UK HORIZON ATTRIBUTES
CNS ATTRIBUTE PACKAGE 1:200,000 SCALE - GRIDS, CGM, REPORT
- ----------------------------------------------- ---------------------------------------------------
REF: ISOCHRONS: PURPOSE
I 2-4 Top Tay Sand - Top Sele for Tay Sand channels
I 4-5 Top Sele - Top Chalk for Paleaocene channels
I 5-8 Top Chalk - Base Chalk / Plenus Marl for Chalk depositional patterns
I 8-9 Base Chalk - BCU for Lwr Cret (Cromer Knoll) depositional patterns
I 9-12 BCU - Base Zechstein for 'Mesozoic' isochron
REF: EDGE MAPS: PURPOSE
E1 Top Hordaland for compactional features
E4 Top Sele for Palaeocene channels
E5 Top Chalk regional structure, salt-cored chalk structures
E9 BCU regional structure
E12 Base Zechstein regional structure
REF: HORIZON AMPLITUDE MAPS: PURPOSE
Top Hordland Group
A4-120-20 TSele RMSamp-120-20ms Lr Eocene channels, sand injection features
A4+20+120 TSele RMSamp+20+120ms Forties/Mey channels
A5-120-20 TChlk RMSamp-120-20ms Maureen channels
A5-8+8 TChlk RMSamp-8+8ms Ekofisk facies / porosity indicator
A9+20+40 BCret RMSamp+20+40ms pre-BCU subcrop indicator
A9+80+220 BCret RMSamp+80+220ms pod / interpod indicator, pre-BCU subcrop indicator
OPTION 6. CNS UK DEPTH ATTRIBUTES
CNS DEPTH PACKAGE 1:200,000 SCALE - GRIDS, CGM, REPORT
- ----------------------------------------------- -------------------------------------------------
REF: DEPTH MAPS PURPOSE
D1 Top Hordland Group
D2 Eocene Sand (Tay)
D4 Top Paleocene (Sele)
D5 Top Chalk
D7 Plenus Marl
D8 Base Chalk
D9 Base Cretaceous Unc
D12 Base Zechstein
REF: ISOCHORES PURPOSE
DI 2-4 Top Tay Sand - Top Sele for Tay Sand channels
DI 4-5 Top Sele - Top Chalk for Paleaocene channels
DI 5-8 Top Chalk - Base Chalk / Plenus Marl for Chalk depositional patterns
DI 8-9 Base Chalk - BCU for Lwr Cret (Cromer Knoll) depositional patterns
DI 9-12 BCU - Top Rotliegend for 'Mesozoic' isochron
REF: VELOCITY GRIDS & FUNCTIONS PURPOSE
V1 Top Hordland Group
V2 Eocene Sand (Tay)
V4 Top Paleocene (Sele)
V5 Top Chalk
V7 Plenus Marl
V8 Base Chalk
V9 Base Cretaceous Unc
V12 Base Zechstein
18
OPTION 7. CNS UK ER MAPPER OPTION
CNS ERMAPPER PACKAGE 1:200,000 SCALE - GRIDS, CGM, REPORT
- ----------------------------------------------- ---------------------------------------------------
REF: HORIZONS PURPOSE
H 1 Top Hordland Group
H 2 Eocene Sand (Tay)
H 4 Top Paleocene (Sele)
H 5 Top Chalk
H 7 Plenus Marl
H 8 Base Chalk
H 9 Base Cretaceous Unc
H 12 Base Zechstein
REF: ISOCHRONS: PURPOSE
I 2-4 Top Tay Sand - Top Sele for Tay Sand channels
I 4-5 Top Sele - Top Chalk for Paleaocene channels
I 5-8 Top Chalk - Base Chalk / Plenus Marl for Chalk depositional patterns
I 8-9 Base Chalk - BCU for Lwr Cret (Cromer Knoll) depositional patterns
I 9-12 BCU - Base Zechstein for 'Mesozoic' isochron
REF: EDGE MAPS: PURPOSE
E1 Top Hordaland for compactional features
E4 Top Sele for Palaeocene channels
E5 Top Chalk regional structure, salt-cored chalk structures
E9 BCU regional structure
E12 Top Rotliegend regional structure
REF: AMPLITUDE MAPS: PURPOSE
A4-120-20 TSele RMSamp-120-20ms Lr Eocene channels, sand injection features
A4+20+120 TSele RMSamp+20+120ms Forties/Mey channels
A5-120-20 TChlk RMSamp-120-20ms Maureen channels
A5-8+8 TChlk RMSamp-8+8ms Ekofisk facies / porosity indicator
A9+20+40 BCret RMSamp+20+40ms pre-BCU subcrop indicator
A9+80+220 BCret RMSamp+80+220ms pod / interpod indicator, pre-BCU subcrop indicator
19
PGS SNS UK MEGA SURVEY INTERPRETATION - STANDARD DELIVERY ITEMS
ITEM FILE TYPE COMMENT AVAILABLE
- ------------------------- ------------------- -------------------- -------------
Seed Horizon Files ASCII XYZ Seed as picked Q4
Autotracked Horizon Files ASCII XYZ Raw ZAP @ 50m Q4
ZMap TWT Grids ASCII XYZ 100m Grid Q4
Well Locations XY IHS** Q4
Well Headers DBF IHS Access** Q4
Formation Tops DBF IHS Time / Depth** Q4
Field Outlines XY HIS** Q4
Structural Elements Map CGM (paper print *) 1:500,000 Q4
SEM Map + Field Outlines CGM (paper print *) 1:500,000 Q4
Time Structure Maps CGM 1:500,000 Q4
Quad Time Structure Maps CGM 1:200,000 Q4
Interpretation Report PDF Brief Overview Q4
Regional Seismic Profiles CGM (paper print *) Interpreted profiles Q4 / Q1 2004
* One paper copy available on request, additional paper copies available at cost
** Details of IHS costs to be provided on request.
Horizons - Primary (picked, autotracked and mapped)
0 Sea Bed
1 Top Chalk
2 Top Red Chalk
3 Base Cretaceous Unc.
4 Top Triassic
5 Top Bunter Sand
6 Top Zechstein
7 Top Rotliegendes
8 Top Carboniferous
20
PGS SNS UK MEGA SURVEY INTERPRETATION - OPTIONAL DELIVERY ITEMS
COST (FOR PRICE
NO. OPTION TYPE 20,000 KM(2)) / KM(2) AVAILABLE
- ----------------------------- ------------------------- ---------------- ---------- ---------
1 Well Summary Sheets Paper Prints Included+ N/A Q4
2 Time Structure Maps Paper Prints Included++ N/A Q4
3 Well Deviation Survey Digital - IHS IHS+++ N/A Q4
4 Digital Well Logs Digital, LIS - IHS IHS+++ N/A Q4
5 Horizon Attribute Package * Digital Included Q1 2004
6 Depth Conversion Package ** Digital Included Q1 2004
7 ER Mapper Package *** Digital/ER Viewer/ppt fmt L 20,000 L 1.00 Q1 2004
8 Landmark Project Tapes SeisWorks / Exabyte )2 sets included Q4
9 SMT Kingdom Project Tapes Digital Exabyte ) of 8 or 9 Q4
1 0 Synthetics (Evaluating) Digital Exabyte No pricing Q2 2004
available yet
* Horizon Attribute Package includes selected seismic isochrons,
amplitude extractions and edge horizons all in horizons export format.
** Depth Conversion Package includes depth, isochore and interval velocity
grids all in ZMap ASCII grid format.
*** ER Mapper includes all TWT, isochron, horizon amplitude and edge
horizons as enhanced images. Output is in an ArcView GIS compatible
format and as a PowerPoint presentation. Price assumes purchase of
Options 5 & 6.
+ One paper print copy available at no additional charge. Each additional
set at cost of(pound)1,000.
++ One paper print copy available at no additional charge. Each additional
set at cost of(pound)3,125.
+++ Details of IHS costs to be provided on request.
These prices are inclusive of delivery and assume a minimum purchase of 10,000
km2. Wherever possible, PGS would prefer to deliver whole areas. These prices
are for delivery from PGS Reservoir or its successor; if delivery is required
from a third party PGS will notify Licensee in advance of any additional charges
which may be incurred. For the avoidance of doubt, the price for delivering
other data, e.g. stack data, field data, shall be at the appropriate price
prevailing at the time.
21
OPTION 5. SNS UK ATTRIBUTES
SNS ATTRIBUTE PACKAGE 1:250,000 SCALE - GRIDS, CGM, REPORT
- --------------------------------------------- -------------------------------------------------
REF: ISOCHRONS: PURPOSE
I 1-2 Top Chalk - Top Red Chalk for Chalk depositional patterns
I 2-3 Top Red Chalk - Base Cretaceous for Lower Cretaceous depositional patterns
I 3-4 Base Cretaceous - Top Triassic for Jurassic depositional patterns
I 4-6 Top Triassic - Top Zechstein for Triassic depositional patterns
I 6-7 Top Zechstein - Top Rotliegend for Salt distribution
REF: EDGE MAPS: PURPOSE
E1 Top Chalk Tertiary dykes and Silverpit impact crater
E3 Base Cretaceous regional tectonics above salt structures
E4 Top Triassic regional tectonics above salt structures
E6 Top Zechstein regional salt structure
E7 Top Rotliegend regional structure / fault pattern
REF: AMPLITUDE MAPS: PURPOSE
A6+100+200 TZech RMSamp+100+200ms Drilling hazards / Plattendolomite Rafts
A7-400140 TRotl RMSamp -40-140ms Drilling hazards / Plattendolomite Rafts
A7-A8 TRotl - TCarb RMSamp Rotliegend channels
A8+20+120 TCarb RMSamp +20+120ms Carboniferous subcrops / Westphalian stratigraphy
OPTION 6. SNS UK DEPTH PACKAGE
SNS DEPTH PACKAGE 1:250,000 SCALE - GRIDS, CGM, REPORT
- ------------------------------------------------- ------------------------------------------------
REF: DEPTH MAPS PURPOSE
D0 Sea Bed Sea Bed morphology
D1 Top Chalk Top Cretaceous structure
D2 Top Red Chalk Base Chalk structure
D3 Base Cretaceous Unc Base Cretaceous structure
D4 Top Triassic Top Triassic structure
D5 Top Bunter Sand Top Bunter Sand structure
D6 Top Zechstein Top Zechstein structure
D7 Top Rotliegend Top Rotliegend structure
D8 Top Carboniferous Top Carboniferous structure
REF: ISOCHORES PURPOSE
DI 1-2 Top Chalk - Top Red Chalk for Chalk depositional patterns
DI 2-3 Top Red Chalk - Base Cretaceous for Lower Cretaceous depositional patterns
DI 3-4 Base Cretaceous - Top Triassic for Jurassic depositional patterns
DI 4-6 Top Triassic - Top Zechstein for Triassic depositional patterns
DI 6-7 Top Zechstein - Top Rotliegend for Salt distribution
REF: VELOCITY GRIDS & FUNCTIONS PURPOSE
V0-V1 Sea Bed - Top Chalk Showing velocity variations for depth conversion
V1-V2 Top Chalk - Top Red Chalk Showing velocity variations for depth conversion
V2-V3 Top Red Chalk - Base Cretaceous Unc Showing velocity variations for depth conversion
V3-V4 Base Cretaceous Unc - Top Triassic Showing velocity variations for depth conversion
V4-V5 Top Triassic - Top Bunter Sand Showing velocity variations for depth conversion
V5-V6 Top Bunter Sand - Top Zechstein Showing velocity variations for depth conversion
V6-V7 Top Zechstein - Top Rotliegend Showing velocity variations for depth conversion
V7-V8 Top Rotliegend - Top Carboniferous Showing velocity variations for depth conversion
22
OPTION 7. SNS UK ER MAPPER PACKAGE
The ER Mapper includes all TWT, isochron, horizon amplitude and edge horizons as
enhanced images. Output is in an ArcView GIS compatible format and as a
PowerPoint presentation. Can only be purchased with options Items 5 & 6
SNS ERMAPPER PACKAGE 1:250,000 SCALE - GRIDS, CGM, REPORT
- ------------------------------------------------ -------------------------------------------------
REF: TIME HORIZONS: PURPOSE
H 1 Top Chalk Top Cretaceous structure
H 2 Top Red Chalk Base Chalk structure
H 3 Base Cretaceous Unc Base Cretaceous structure
H 4 Top Triassic Top Triassic structure
H 5 Top Bunter Sand Top Bunter Sand structure
H 6 Top Zechstein Top Zechstein structure
H 7 Top Rotliegend Top Rotliegend structure
H 8 Top Carboniferous Top Carboniferous structure
REF: DEPTH HORIZONS: PURPOSE
D 0 Seabed Sea Bed morphology
D 1 Top Chalk Top Cretaceous structure
D 2 Top Red Chalk Base Chalk structure
D 3 Base Cretaceous Unc Base Cretaceous structure
D 4 Top Triassic Top Triassic structure
D 5 Top Bunter Sand Top Bunter Sand structure
D 6 Top Zechstein Top Zechstein structure
D 7 Top Rotliegend Top Rotliegend structure
D 8 Top Carboniferous Top Carboniferous structure
REF: ISOCHRONS: PURPOSE
I 1-2 Top Chalk - Top Red Chalk for Chalk depositional patterns
I 2-3 Top Red Chalk - Base Cretaceous for Lower Cretaceous depositional patterns
I 3-4 Base Cretaceous - Top Triassic for Jurassic depositional patterns
I 4-6 Top Triassic - Top Zechstein for Triassic depositional patterns
I 6-7 Top Zechstein - Top Rotliegend for Salt distribution
REF: ISOCHORES: PURPOSE
DI 1-2 Top Chalk - Top Red Chalk for Chalk depositional patterns
DI 2-3 Top Red Chalk - Base Cretaceous for Lower Cretaceous depositional patterns
DI 3-4 Base Cretaceous - Top Triassic for Jurassic depositional patterns
DI 4-6 Top Triassic - Top Zechstein for Triassic depositional patterns
DI 6-7 Top Zechstein - Top Rotliegend for Salt distribution
DI 7-8 Top Rotliegend - Top Carboniferous for Rotliegend depositional patterns
REF: EDGE MAPS: PURPOSE
E1 Top Chalk Tertiary dykes and Silverpit impact crater
E3 Base Cretaceous regional tectonics above salt structures
E4 Top Triassic regional tectonics above salt structures
E6 Top Zechstein regional salt structure
E7 Top Rotliegend regional structure / fault pattern
REF: AMPLITUDE MAPS: PURPOSE
A6+100+200 TZech RMSamp+100+200ms Drilling hazards / Plattendolomite Rafts
A7-400140 TRotl RMSamp -40-140ms Drilling hazards / Plattendolomite Rafts
A7-A8 TRotl - TCarb RMSamp Rotliegend channels
A8+20+120 TCarb RMSamp +20+120ms Carboniferous subcrops / Westphalian stratigraphy
23
PGS NORWAY MEGA SURVEY INTERPRETATION PACKAGES
The details of the Norway are not yet fully defined, but will include
deliverables similar in form to the Deliverables given for the UK CNS and SNS
surveys.
These will include:
1. All the Deliverables for the Standard Delivery Items. Note that well data in
Norway are supplied by Aceca, rather then by IHS.
The horizons for Norway CNS will be identical as for the CNS UK.
The horizons for Norway South Viking Graben and Northern North Sea will have the
same major horizons with possible adjustments for local sequence boundaries.
2. The Optional Delivery Items will be available for all 10 of the options
listed for the CNS UK survey. The pricing will be the same as quoted for CNS UK.
For Norway CNS, Horizon Attribute Package, Depth Attributes Package and ER
Mapper Package Options will be very similar to the CNS UK.
For Norway South Viking Graben and Northern North Sea, the Horizon Attributes
Package, Depth Attributes Package and ER Mapper Package Options will be
provided, but the detail of which attributes will be made will vary according to
the geology of each area.
PGS intends to have all deliverables completed by end Q.1 2004.
PGS to supply detailed lists of Norway deliverables once these are available.
24
APPENDIX C TO THE LICENCE AGREEMENT
UPLIFT PAYMENTS
1. Uplift Payments will apply with respect to PGS Proprietary Data only
and at the following standard rates:
i) UK - Central Graben and Southern North Sea
a) Licensee becomes a member of a Bona Fide Group which
holds or acquires an interest in, an exploration or
production licence and where the Bona Fide Group has
fully licensed the PGS Proprietary Data relevant to
the geographical area covered by the exploration or
production licence.
L 750 per sq. km (per company)
b) Licensee becomes a member of a Bona Fide Group which
holds or acquires an interest in an exploration or
production licence where the Bona Fide Group has not
fully licensed the PGS Proprietary Data relevant to
the geographical area covered by the exploration or
production licence.
L 3,500 per sq. km (per group)
c) Licensee acquires an exploration or production
licence relevant to the area covered by the Licensed
PGS Proprietary Data.
L 3,500 sq. km (per group)
d) Licensee itself holds or acquires an interest in a
Promote Licence or becomes a Member of a Bona Fide
Group which holds or acquires an interest in a
Promote Licence.
L 75 per sq. km, (per company) with a additional
payment of L 3,425 per sq. km per group if the
licence is converted to an exploration or production
licence.
ii) Norway
a) JHT / JHUN survey (nearly all open) - L 3,500
per sq. km (per group)
b) all other areas - L 750 per sq. km (per company)
iii) The uplift payments as specified in (i) above shall apply
during the first five (5) years after the Commencement Date,
shall reduce to 60% of the specified amounts in years six (6)
through eight (8) after the Commencement Date, and shall
reduce further to 20% of the specified amounts in years nine
(9) and ten (10) after the Commencement Date. The uplift
payments as specified in (i) shall cease to apply after ten
(10) years from the Commencement Date.
iv) The uplift payments as specified in (ii) above shall apply
during the first five (5) years after the Commencement Date,
shall reduce to 75% for years six (6) through ten (10) after
the Commencement Date and reduce again to 50% of the rates in
(ii) for years eleven (11) through to fifteen (15). The uplift
payments as specified in (ii) shall cease to apply after
fifteen (15) years from the Commencement Date.
2. The reductions to the uplift rates referred to in (iii) and (iv) above
shall cease to apply and the rates shall return to those set out in (i)
and (ii) above, as applicable in the event that:
25
(a) there is a change of control of the Licensee (as defined in
Article 11) except in the circumstances described in Article
11.1(iii); or
(b) the Licensee assigns its rights under this Agreement except to
a Vespa Affiliate as permitted under Article 12(b)
3. Individual Uplift Payments will be paid in cash by Licensee within
thirty (30) days of an invoice from PGS, up to a limit of USD five
hundred thousand (USD500,000) per licence area and subject to a maximum
combined total of USD 2 million (USD2,000,000) during the first three
(3) years following the Commencement Date. Payment of the balance of
any individual uplift payment over USD500,000 along with payment of any
total amount in excess of USD two million (USD2,000,000) shall be,
deferred. The terms of payment for the deferred amounts shall be agreed
between the Parties, but if the Parties have not agreed in writing on
an alternative method of payment, within three (3) years from the
Commencement Date then the deferred amounts shall be paid in cash to
PGS thirty (30) days after three (3) years from the Commencement Date.
26
EXECUTION COPY
SCHEDULE D
THE SOFTWARE LICENCE
THIS AGREEMENT dated 16th December 2003
BETWEEN:
(1) PGS EXPLORATION (UK) LIMITED, a company duly incorporated and existing
under the laws of the United Kingdom having its Registered Office at
PGS Court, Halfway Green, Walton on Thames, Surrey, KT12 1RS, England
("LICENSOR"); and
(2) NSNV, INC., a company incorporated and existing in the State of Texas,
United States of America, and having its offices at 1001 Fannin, Suite
1700, Houston, Texas 77002 (the "LICENSEE").
Whereas, Licensee desires a licence to use certain computer programs and
associated written material pertaining to holoSeis software (together known as
the "Software") owned by or licensed to Licensor, and Licensor is willing to
grant such a licence.
It is hereby agreed as follows:
ARTICLE 1 - GRANT
1.1 Licensor grants Licensee a non-transferable, non-assignable
and non-exclusive licence to use the Software for the sole
purpose of employing the Software at a single site on a single
computer unless otherwise stated in this contract. Use of the
Software on any "network" to which this computer may be
connected is not covered by this Licence Agreement. Licensee
will notify Licensor before Licensee transfers the Software
from one computer to another computer. All costs associated
with the transfer shall be borne by Licensee.
1.2 The Software covered by this Agreement is defined as the
holoSeis object code and associated written material.
1.3 The Software is copyright and Licensee acknowledges that the
copyright and all other intellectual property rights in the
Software remains the property of Licensor.
ARTICLE 2 - PRODUCT DELIVERY
2.1 After written request from Licensee for Software to be
delivered within a period of 12 months after execution of the
Agreement (see Clause 6.1 below), Licensor will deliver the
Software to Licensee at an address notified for Licensee, or
2.2 Licensor will install the Software at Licensor's offices in
London, and
2.3 If requested, Licensor will install Software at Licensee's
offices in Houston and Licensee will reimburse Licensor for
actual expenses incurred related to the installation.
ARTICLE 3 - USE AND DISCLOSURE RESTRICTIONS
3.1 Licensee hereby agrees that:
(a) Licensee will not copy or permit the copying of the
Software in whole or in part, except for the purpose
of archival storage.
(b) Licensee will take all reasonable precautions to
safeguard the confidentiality of the Software,
including any copies thereof and will not disclose to
any third parties the contents of the programs which
form the Software or any part thereof.
ARTICLE 4 - WARRANTY AND LIABILITY
4.1 Licensor warrants that it has the right to extend to Licensee
the licence granted hereunder.
4.2 In the absence of any known methodology for the production of
software guaranteed to be free of error, Licensor supplies the
software "AS IS" without any stated fitness for purpose. In no
event shall Licensor be liable for any loss, injury or damage
whatever, whether arising from the use of the Software or due
to the negligence of Licensor or its employees or agents in
connection with the supply of the Software.
4.3 LICENSOR DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR
IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES FOR
FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL LICENSOR
OR ITS SUPPLIERS BE LIABLE FOR ANY OTHER DAMAGES WHATSOEVER
ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE. IN
ANY CASE, LICENSOR'S ENTIRE LIABILITY UNDER ANY PROVISION OF
THIS AGREEMENT SHALL BE LIMITED TO GBP1,000.
ARTICLE 5 - MAINTENANCE AND SUPPORT SERVICES
5.1 Licensor agrees to provide maintenance service for the
Software to Licensee for the duration of this Agreement.
5.2 For the purpose of this Agreement, maintenance shall be
defined as the corrections of errors or defects in the code
which are known, or made known in writing, to Licensor, and
the delivery to Licensee of updates to the Software as
published by Licensor in accordance with the provisions of
Clause 5.3. For the purpose of this Agreement, maintenance
also covers the Licensee's right to reasonable consultations
on the operation of the software to Licensee's users of the
Software by telephone.
5.3 For the duration of this Agreement, Licensor will make
reasonable efforts to make the Software operate in conformance
with the product description. Licensor does not warrant that
the operation of the Software will be uninterrupted or
error-free. In order to obtain this service, Licensee must
notify Licensor in writing, in sufficient detail, of any such
defects. Corrections of errors in the code will be limited to
the reasonable efforts of Licensor.
5.4 Updates to the Software will include improvements,
adjustments, amendments and alterations of the Software.
Updates do not include new packages, new programs, new
drivers, extracts for special usage, the conversion or
transformation of programs for other systems, actual work made
to order, or other services following from service contracts
or other contracts agreed by and between the parties. The
final and binding decision on what shall be regarded as
updates rests with Licensor.
2
5.5 Neither Licensee nor Licensor shall bear any liability under
this Agreement to the other in respect of any loss of
production, loss of profits, loss of business or any indirect
or other consequential loss or damage suffered by the other.
ARTICLE 6 - TERM
6.1 The term of this agreement shall apply for a period of 12
months from the delivery of the Software to Licensee.
6.2 At the end of such term, Licensee shall return all copies of
the Software to Licensor.
ARTICLE 7 - TERMINATION
7.1 Licensee will have the right to terminate the licence herein
without cause at any time by giving Licensor written notice.
Licensee will return all copies of the Software to Licensor.
Termination will be effective upon receipt of written notice
by Licensor.
7.2 Licensor may, without prejudice to its other rights and
remedies, terminate this Agreement by giving written notice of
such termination by recorded delivery to Licensee at its
address hereon, or such other address as may have been
notified in writing to Licensor, in the event that:
(a) Licensee being a company shall enter into
liquidation, not being a members voluntary
liquidation, or being an individual, shall be
adjudged bankrupt, on the occurrence of any or
similar event in any jurisdiction; or
(b) Licensee has committed any breach of this Agreement
and has not remedied that breach within thirty days
of being given notice to do so by Licensor.
3
IN WITNESS WHEREOF the Parties have executed this Agreement as of the date first
above written.
PGS Exploration (UK) Limited
By _________________________ (Signed)
_________________________ (Name)
_________________________ (Position)
NSNV, INC.
By _________________________ (Signed)
_________________________ (Name)
_________________________ (Position)
4
IN WITNESS WHEREOF the Parties have executed this Agreement as of the date
first above written.
PGS Exploration (UK) Limited
By /s/ A.R. Mackewn (Signed)
---------------------------
A.R. MACKEWN (Name)
PRESIDENT MARINE GEOPHYSICAL (Position)
NSNV, INC.
By /s/ John N. Seitz (Signed)
----------------------------
JOHN N. SEITZ (Name)
CO-CEO NSNV, INC. (Position)
IN WITNESS WHEREOF the Parties have executed this Agreement as of the date first
above written.
PGS Exploration (UK) Ltd NSNV, INC.
By /s/ A.R. Mackewn (Signed) By /s/ John N. Seitz (Signed)
------------------------- ---------------------
A.R. MACKEWN (Name) JOHN N. SEITZ (Name)
PRESIDENT MARINE GEOPHYSICAL (Title) CO-CEO NSNV, INC. (Title)
6
IN WITNESS WHEREOF the Parties have executed this Agreement as of the date first
above written.
PGS Exploration (UK) Limited
By /s/ A.R. Mackewn (Signed)
---------------------------
A.R. MACKEWN (Name)
PRESIDENT MARINE GEOPHYSICAL (Position)
NSNV, INC.
By /s/ John N. Seitz (Signed)
----------------------------
John N. SEITZ (Name)
CO-CEO NSNV, INC. (Position)
4
ARTICLE 19 - GOVERNING LAW, DISPUTES
19.1 The Agreement shall be governed by and construed in accordance with the
laws of England and Wales.
19.2 All disputes and differences that may arise out of or in connection
with the Agreement will be settled as far as possible by means of
negotiations and conciliation between the Parties.
19.3 In case of failure to reach an amicable settlement, any dispute,
controversy or claim arising out of or in any way connected with this
Agreement including any question regarding its existence, validity or
termination shall be conclusively resolved by arbitration in London
under the Rules of the London Court of International Arbitration (LCIA)
which Rules are deemed to be incorporated by reference into this
Article.
19.4 The Parties agree to submit to the exclusive jurisdiction of the courts
of England and Wales for the purpose of any interim relief from a court
if necessary to prevent serious and/or irreparable injury to that Party
where the Licence Agreement has been terminated and PGS considers it
necessary to seek relief from the Courts for the purpose of protecting
it or the Owner's proprietary interests in the Data.
IN WITNESS WHEREOF the Parties have executed this Agreement as of the date first
above written.
PGS Exploration (UK) Ltd NSNV, INC.
By /s/ A.R. Mackewn (Signed) By /s/ John N. Seitz (Signed)
------------------------- -------------------
A.R. MACKEWN (Name) JOHN N. SEITZ (Name)
PRESIDENT MARINE GEOPHYSICAL (Title) CO-CEO NSNV, INC. (Title)
14