This contract shall be executed in 3 originals in the Tajik language, 3 originals in the English language and in 3 originals in the Russian language each of which shall have equal legal force and effect. However in the case of dispute, conflict or arbitration the English version shall be used as the authentic version to determine the rights and obligations of the parties which shall be determined by reference solely to the English version of this contract.
Kulob Petroleum may utilize the water necessary for petroleum operations, on condition that reasonable efforts are taken to minimize potentially adverse effects on irrigation and navigation, and that land, houses and the watering places are not adversely affected.
Each contractor party, foreign subcontractor, foreign employee and operator shall be entitled to full and complete exemption from taxes according to the Tax Code of the Republic of Tajikistan prior to or after the effective date of this agreement except as otherwise provided for in this contract.
It is acknowledged that, if this contract was not in force, each contractor party may be normally subject to taxes related to the mineral extraction industry in accordance with the taxation code of Tajikistan. Given that this contract is in force, then taxes, levies, duties, rents and other similar payments and liabilities to the government and local authorities to which the contractor parties may be liable will be paid, assumed and discharged by the ministry, its assignees, divisions or other entities receiving the government share of petroleum. For the avoidance of doubt, the contractor parties shall be entitled to full and complete exemption from taxes, levies, duties, rents, fees and other similar payments to the government and local authorities according to the Tax Code of Republic of Tajikistan valid on the effective date of this contract, and that the government’s share of petroleum is full compensation for this exemption.
Production Share - Cost Oil features (basis of calculation, limits on cost recovery - e.g. as % of revenue or production, capex uplift, etc.)
Kulob Petroleum shall be entitled to recover its costs and expenses from petroleum produced from the contract area as provided below:
[description of financial terms omitted].
Kulob Petroleum takes into account the Law of Republic of Tajikistan “On Product Sharing Contracts” and agrees to:
a) Where employees have the appropriate experience and skills, to engage employees who are citizens of Tajikistan with the aim of these employees ultimately making up at least 70% of the total
employees engaged in the implementation of the works under this contract;
b) Employ foreign employees and specialists where necessary for the effective operation of works under this contract or due to the unavailability of suitably trained and qualified local staff;
c) To implement appropriate training programs for Tajik staff with the intention of replacing foreign staff with suitably trained and experienced local specialists.
Kulob Petroleum takes into account the Law of Republic of Tajikistan “On Product Sharing Contracts” and agrees to implement appropriate training programs for Tajik staff with the intention of replacing foreign staff with suitably trained and experienced local specialists.
Kulob Petroleum and/or operator shall have the right to clear the land, to dig, pierce, drill, construct, erect, locate, supply, operate, manage and maintain pits, tanks, wells, trenches, excavations, dams, canals, water pipes, factories, reservoirs, basins, maritime storage facilities and such, primary distillation units, separating units for first oil extraction, sulphur factories and other petroleum producing installations, as well as pipelines, pumping stations, generator units, power plants, high voltage lines, telephone, telegraph, radio and other means of communication (including satellite communication systems), plants, warehouses, offices, shelters, personnel housing, hospitals,
schools, premises, underwater piers and other installations, means of transportation, roads, bridges, and other means of transportation, garages, hangers, workshops, maintenance and repair shops and all the auxiliary services which are necessary or useful to petroleum operations or related to
them and, more generally, everything that is or could become necessary or accessory to carry out the petroleum operations but for the avoidance of any doubt in accordance with the relevant law of Tajikistan.
Kulob Petroleum shall have the right to use existing pipeline and terminal facilities belonging to or under the control of the State or the Ministry.
Kulob Petroleum and the operator shall have access to all existing facilities and infrastructure in the contract area and within Republic of Tajikistan owned by the government for the purpose of carrying out its petroleum operations during the term of the contract. Such facilities and infrastructure would include, but not be limited to, oil, gas and product pipelines, oil and gas processing facilities, oil and gas storage facilities, rail loading facilities, and similar. Such access shall be on terms as regards access and tariffs no less favorable than those offered to other persons or entities, either government or otherwise, both within Tajikistan and with regard to interstate contracts.
Kulob Petroleum and the operator shall have the right to use free of charge petroleum produced from the contract area to the extent required for petroleum operations under the contract.
Kulob Petroleum shall be responsible for the procurement of installations, equipment and supplies and entering into contracts for the purchase of goods and services with foreign subcontractors and others arising out of petroleum operations, all in accordance with approved work programs and budgets.
Details of work program omitted.
All disputes arising out of or in connection with this agreement shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by 3 arbitrators appointed in accordance with the said rules.
A party need not exhaust administrative or judicial remedies prior to commencement of arbitrage proceedings.
Any arbitrage tribunal constituted pursuant to this contract shall be held in Stockholm, Sweden, in the English language and apply the provisions of this contract as supplemented and interpreted by general principles of the laws of Sweden as are in force on the effective date.
Subject to the provisions of the contract, the parties agree that all information and data acquired or obtained by any party in respect of petroleum operations shall be considered confidential and shall be kept confidential and not be disclosed during the term of the contract to any person or entity, except:
a) To an affiliate, provided such affiliate maintains confidentiality;
b) To a governmental agency or other entity when required by the contract;
c) To the extent such data and information is required to be furnished in compliance with any applicable laws or regulations, or pursuant to any legal proceedings or because of any order of any court binding upon a party;
d) To prospective or actual contractors, consultants and attorneys employed by any party where disclosure of such data or information is essential to such contractor’s, consultant’s or attorney’s work;
e) To a bona fide prospective transferee of a party’s participating interest (including an entity with whom a party or its affiliates are conducting bona fide negotiations directed toward a merger, consolidation or the sale of a majority of its or an affiliate’s shares);
f) To a bank or other financial institution to the extent appropriate to a party arranging for funding;
g) To the extent that any data or information which, through no fault of a party, becomes a part of the public domain;
h) To the extent required by any recognized stock exchange, regulatory body or auditor.
Disclosure shall not be made unless prior to such disclosure the disclosing party has obtained a written undertaking from the recipient party to keep the data and information strictly confidential
for at least 3 years and not to use or disclose the data and information except for the express purpose for which disclosure is to be made.
The government agrees and commits to Kulob Petroleum, for the duration of this contract, to maintain the stability conditions of this contract.
If at any time after this contract has been signed there is a change in the applicable laws, regulations or other provisions effective within the Tajikistan which to a material degree adversely affect the economic position of Kulob Petroleum or any contractor party, the terms and conditions of this contract shall be altered so as to restore Kulob Petroleum to no worse an overall economic position as that which it would have been in had this contract been given full force and effect without amendment. To the extent that Kulob Petroleum’s overall economic position is not restored through mutually agreed changes to the terms and conditions of this contract the government shall fully indemnify Kulob Petroleum against such economic effects.