EXHIBIT 10(b)
Schedule of Substantially Identical
Documents Omitted
Attached as Exhibit 10(b) is a copy of the Personnel Services Contract
between PD Management Resources, L.P., ("PDMR") a subsidiary of the Company,
and the Robert L. Parker Sr. Family Limited Partnership ("Trust"), that was
executed in April 2004, but effective as of January 1, 2004, providing for the
terms of certain personnel services provided to the Trust by PDMR ("Trust
Services"). PDMS and Robert L. Parker Jr. also entered into a substantially
identical Personnel Services Contract for the personnel services provided to
Robert L. Parker Jr. by PDMR ("RLP Jr. Services").
EXHIBIT 10(b)
PERSONNEL SERVICES CONTRACT
THIS AGREEMENT, made effective January 1, 2004, is between PD MANAGEMENT
RESOURCES, L. P. ("Personnel Administrator") and Robert L. Parker Sr. Family
Partnership ("Company").
WITNESSETH:
WHEREAS, Company has entered into an agreement with an affiliate of the
Personnel Administrator to allow said affiliate to utilize certain facilities of
Company in connection with business meetings and business entertainment needs of
said affiliate; and
WHEREAS, Company desires to procure personnel to perform designated maintenance
and related services at Company's facilities for Company and to have all payroll
matters for such personnel administered by Personnel Administrator; and
WHEREAS, Personnel Administrator represents that it has adequate resources and
personnel capable of performing such designated services and administering all
payroll matters;
NOW THEREFORE IN CONSIDERATION of the mutual promises, conditions and agreements
herein contained, the sufficiency of which is hereby acknowledged, the parties
hereto mutually agree as follows:
1.0 - SERVICES
1.1 As designated from time to time by Company, Personnel Administrator
will provide personnel as requested by Company to perform such
services as designated by Company. The parties agree that the
initial personnel to be provided shall be those personnel listed on
the attached Exhibit "A", which shall provide the compensation and
benefits to be provided such personnel and the cost to Company for
the provision of such personnel.
1.2 This Contract shall remain in force and effect until cancelled by
either party by giving the other party ten (10) days notice in
writing at the respective address of either party. This Contract
shall control and govern all work performed by Personnel
Administrator for Company, under subsequent verbal and/or written
requests.
1.3 Personnel Administrator shall not employ in any work for Company any
employee whose employment violates any labor, employment or other
applicable laws. Personnel Administrator shall not employ in any
work for Company any employee who is a minor.
1.4 Personnel Administrator shall assume sole responsibility for all
payroll functions related to compensation of and benefits for
personnel provided to Company under this Agreement, including
without limitation, proper withholding and remittance to tax
authorities, proper withholding in regard to participation of
personnel in medical and deferred compensation benefit plans, etc.
All work or services rendered or performed by Personnel
Administrator shall be done with due diligence, in a good and
workmanlike manner, using skilled, competent and experienced workers
and supervisors and in accordance with good personnel and payroll
practices.
2.0 - PAYMENT
2.1 Company shall pay Personnel Administrator for the services furnished
by Personnel Administrator at a rate mutually agreed upon by the
parties hereto. The parties agree that the attached Exhibit "B"
contains the agreement of the parties with regard to the rates
payable by Company for such personnel listed on said exhibit.
2.2 Personnel Administrator shall maintain a true and correct set of
records pertaining to service performed in compliance with any and
all transactions related thereto, and retain all such records for a
period of not less than five years after completion of services
performed. Company may, at its expense, require Personnel
Administrator at any time within said five year period to furnish
sufficient evidence, with documentary support, to enable Company to
verify the correctness and accuracy of services performed hereunder.
Within the time limit herein established, Company may, following
notice to Personnel Administrator, employ an independent firm of
public accountants to examine payroll records, invoices, tickets and
other documents exclusively related to services performed hereunder,
in order to verify the accuracy and compliance with these
provisions.
3.0 - INDEPENDENT CONTRACTOR RELATIONSHIP
In the performance of any work by Personnel Administrator for
Company, Personnel Administrator shall be deemed to be an
independent contractor, with the authority and right to direct and
control all of the details of the work, Company being interested
only in the results obtained. However, all services contemplated
shall meet the approval of Company and shall be subjected to the
general right of inspection. Company shall have no right or
authority to supervise or give instructions to the employees,
agents, or representative of Personnel Administrator, but such
employees, agents or representatives at all times shall be under the
direct and sole supervision and control of Personnel Administrator.
It is the understanding and intention of the parties hereto that no
relationship of master and servant or
principal and agent shall exist between Company and the employees,
agents, or representatives of Personnel Administrator.
4.0 - TAXES AND CLAIMS
4.1 Personnel Administrator agrees to pay all taxes, licenses, and fees
levied or assessed on Personnel Administrator in connection with or
incident to the performance of this Contract by any governmental
agency and unemployment compensation insurance, old age benefits,
social security, or any other taxes upon the wages of Personnel
Administrator, its agents, employees, and representatives.
4.2 Personnel Administrator agrees to reimburse Company on demand for
all such taxes or governmental charges, State or Federal, that
Company may be required or deem it necessary to pay on account of
employees of Personnel Administrator. Personnel administrator agrees
to furnish Company with the information required to enable it to
make the necessary reports and to pay such taxes or charges. At its
election, Company is authorized to deduct all sums so paid for such
taxes and governmental charges from such amounts as may be or become
due to Personnel Administrator hereunder.
5.0 - LAWS, RULES AND REGULATIONS
5.1 Company and Personnel Administrator respectively agree to comply
with all laws, rules, and regulations, which are now or may become
applicable to services covered by this Contract or arising out of
the performance of such services. If either party is required to pay
any fine or penalty resulting from the other party's failure to
comply with such laws, rules, or regulations, the party failing to
comply shall immediately reimburse the other for any such payment.
5.2 In the event any provision of this Contract is inconsistent with or
contrary to any applicable law, rule or regulation, said provision
shall be deemed to be modified to the extent required to comply with
said law, rule, or regulation, and this Contract as so modified,
shall remain in full force and effect.
5.3 The validity, interpretation and construction of this Agreement and
any work order incorporating this Agreement shall be governed by
Texas law.
6.0 - ASSIGNMENTS
Personnel Administrator may assign or delegate this Agreement or any
of the services required hereunder, without the prior written
consent of Company.
IN WITNESS WHEREOF, the parties hereto have executed this contract upon
the date above shown in several counterparts, each of which shall be considered
as an original.
ROBERT L. PARKER SR.
FAMILY PARTNERSHIP
By: /s/ Robert L. Parker
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Name: Robert L. Parker
PERSONNEL ADMINISTRATOR
By: Parker Drilling Management Services,
Inc.
By: /s/ David W. Tucker
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Name: David W. Tucker
Title: President