Apex (Yapen) Ltd. shall conduct an environmental baseline assessment at the beginning of its activities.
Apex (Yapen) Ltd. shall include with requisite plan of development for each commercial discovery, an abandonment and site restoration program together with a funding procedure for such program.
Apex (Yapen) Ltd. shall take the necessary precautions for protection of ecological systems, navigation and fishing and shall prevent extensive pollution of the area, sea or rivers and other as the result of operations undertaken under the work program.
Any natural gas produced from the contract area to the extent not used in petroleum operations may be flared if the processing or utilization thereof is not economical. Such flaring shall be permitted to the extent that gas is not required to effectuate the maximum economic recovery of petroleum by secondary recovery operations, including repressing and recycling.
Apex (Yapen) Ltd. shall have the right to inspect and audit Pertamina's books and accounts relating to this contract for any calendar year within the 1 year period following the end of such calendar year. Any such audit will be satisfied within 12 months after its commencement. Pertamina and the government shall have the fight to inspect and audit Apex (Yapen) Ltd's books and accounts relating to this contract for any calendar year covered by this contract. In addition, Pertamina and the Government of the Republic of Indonesia may require Apex (Yapen) Ltd. to engage independent accountants to examine, in accordance with generally accepted auditing standards, Apex (Yapen) Ltd's books and accounts relating to this contract for any calendar year or perform such auditing procedures as deemed appropriate by Pertamina.
The costs related to the engagement of such independent accountants shall be included in operating costs.
Apex (Yapen) Ltd. shall pay to Pertamina as compensation for information now held by Pertamina the sum of US$ 200,000 after approval of this contract by the government in accordance with the provisions of applicable law.
Apex (Yapen) Ltd. shall within 30 days after Pertamina's request during the first contract year provide Pertamina with equipment or services not exceeding US$ 100,000 in value for exploration and production activities in Indonesia's petroleum industry.
Apex (Yapen) Ltd. shall pay to Pertamina the sum of US$ 500,000 within 30 days after cumulative crude oil production from the contract area has reached 25 million barrels of oil equivalent (BOE).
Apex (Yapen) Ltd. shall pay to Pertamina the sum of US$ 1 million within 30 days after cumulative crude oil production from the contract area has reached 50 million BOE.
Apex (Yapen) Ltd. shall pay to Pertamina the sum of US$ 2.5 million within 30 days after cumulative crude oil production from the contract area has reached 75 million BOE.
Such compensation, assistance and production bonuses shall be borne solely by Apex (Yapen) Ltd. and shall not be included in the operating costs.
Apex (Yapen) Ltd. shall be subject to and pay to the government the income tax and the final tax on profit after tax deduction imposed on it pursuant to the Indonesian Income Tax Law and its implementing regulations.
The parties shall be entitled to first take and receive each year a quantity of petroleum of 15% of the petroleum production for each such year, called the "first tranche petroleum", before rely deduction for recovery of operating costs and handling of production. Such first tranche petroleum for each calendar year shall further be shared for crude oil between Pertamina and Apex (Yapen) Ltd. in accordance with the sharing splits provided under clause 6.1.3. For natural gas, such first tranche petroleum is shared between Pertamina and Apex (Yapen) Ltd. in accordance with the sharing split provided under clause 6.2.2.
إنتاج حصة - ملامح النفط الربح (مشغلات عن الاختلافات في انقسام - IRR، عامل، إنتاج، ... الخ)
Of the crude oil remaining after deducting operating costs, the parties shall be entitled to take and receive each year, respectively 37.5% for Pertamina and 62.5% for Apex (Yapen) Ltd.
إنتاج حصة - ميزات النفط التكلفة (أساس الحساب، والقيود المفروضة على استرداد التكاليف - على سبيل المثال كنسبة مئوية من الدخل أو الإنتاج، والنفقات الرأسمالية رفع، وما إلى ذلك)
Apex (Yapen) Ltd. will recover all operating costs out of the sales proceeds or other disposition of the required quantity of crude oil equal in value to such operating costs which is produced and saved and not used in petroleum operations. If, in any calendar year, operating costs exceed the value of crude oil produced and saved and not used in petroleum operations, then the unrecovered excess shall be recovered in the succeeding years.
القيود المفروضة على المعاملات مع الأطراف التابعة لها
الصفحة 12
مشاركة الدولة
Pertamina shall have the right to demand from Apex (Yapen) Ltd. that 10% of Apex (Yapen) Ltd's undivided interest in the total rights and obligations under this contract be offered to either itself or a limited liability company to be designated by Pertamina, the shareholders of which shall be Indonesian Nationals.
For the acquisition of such 10% undivided interest in the total of the rights and obligations arising out of this contract, the Indonesian participant shall reimburse Apex (Yapen) Ltd. an amount equal to 10% of the sum of the operating costs which Apex (Yapen) Ltd. has incurred for and on behalf of its activities in the contract area up to the date of Apex (Yapen) Ltd's notification to Pertamina, 10% of the compensation paid to Pertamina for information and 10% of the amount referred to in clause 8.2 of this contract.
Apex (Yapen) Ltd. shall give preference to such goods and services which are produced in Indonesia or rendered by Indonesian nationals, provided such goods and services are offered at equally advantageous conditions with regard to quality, price, availability at the time and in the quantities required.
After commercial production commences will undertake the schooling and training of Indonesian personnel for labor and staff positions including administrative and executive management positions. At such time Apex (Yapen) Ltd. shall also consider with Pertamina a program of assistance for training of Pertamina's personnel.Costs and expenses of training Indonesian personnel for its own employment shall be included in operating costs. Costs and expenses for a program of training for Pertamina's personnel shall be on a basis to be agreed by Pertamina and Apex (Yapen) Ltd.
Apex (Yapen) Ltd. shall be willing to consider to come to another contract or loan agreement for the processing of products derived from the petroleum operations, on mutually agreeable terms.
Within the framework of the preceding principle, Apex (Yapen) Ltd. would agree on the conditions stated below to have refined in Indonesia 28.57% of Apex (Yapen) Ltd’s share of crude oil. If no refining capacity is available in Indonesia, Apex (Yapen) Ltd would develop the necessary refining capacity for that purpose. The conditions above referred to are that:
(a) Pertamina has first requested Apex (Yapen) Ltd;
(b) Apex (Yapen) Ltd's share of crude oil is not less than 100,000 barrels per day; and
(c) if refining capacity has to be erected that the setting up and use of such refining capacity be economical in the judgment of the parties.
It is further agreed that Apex (Yapen) Ltd. may in lieu of setting up such refining capacity, but subject to the same conditions, make an equivalent investment in another project related to petroleum or petrochemical industries.
The amount to be spent and the work program to be carried out by Apex (Yapen) Ltd. in conducting exploration operations during the first 6 years and in conducting petroleum operations during the next 4 contract years shall in the aggregate not be less than as specified for each of these 10 contract years as follows:
1st year: G&G studies – US$ 500,000;
2nd year: Shoot 1,000 kilometers new seismic – US$ 1.5 million;
3rd year: Drill 1 well – US$ 3 million;
4th year: G&G studies - US$ 500,000;
5th year: Shoot 1,000 kilometers new seismic - US$ 1.5 million;
6th year: Drill 1 well - US$ 4 million;
7th year: Evaluate well results - US$ 1 million;
8th year: Drill 1 well - US$ 4 million;
9th year: Evaluate well results - US$ 1 million;
10th year: G&G studies - US$ 1 million;
Total: US$ 18 million.
Apex (Yapen) Ltd. shall carry out petroleum operations during the first 3 contract years, during which period Apex (Yapen) Ltd. shall spend at least US$ 5 million, called the firm commitment.
Disputes, if any, arising between Pertamina and Apex (Yapen) Ltd. relating to this contract or the interpretation and performance of any of the clauses or this contract, and which cannot be settled amicably, shall be submitted to the decision of arbitration. The decision of a majority of the arbitrators shall be final and binding upon the parties. Arbitration shall be conducted at a place to be agreed upon by both parties and in accordance with the Rules of Conciliation and Arbitration of the International Chamber of Commerce.
Apex (Yapen) Ltd. shall not disclose geological, geophysical, petrophysical, engineering, well logs. completion status reports and any other data as Apex (Yapen) Ltd. may compile during the term to third parties without Pertamina's written consent. This clause shall survive after the termination of this contract.
Pertamina shall not disclose original data resulting from petroleum operations to third parties without informing Apex (Yapen) Ltd. and giving Apex (Yapen) Ltd. the opportunity to discuss the disclosure of such data. Apex (Yapen) Ltd. may retain copies of such data, which should not be disclosed to any third party without Pertamina's consent.
No term or provision of this contract, including the agreement of the parties to submit to arbitration, shall prevent or limit the government for exercising its inalienable rights.