Subject to the extensions to be agreed upon between the parties, the term of this petroleum agreement shall be 30 years. (In addition to up to 7 years for exploration.)
Canadian Superior Energy shall take all proper measures necessary and proper to protect the marine environment and to preserve land and sea eco-system equilibrium and shall comply with all international petroleum practices in this regard.
In the event of emergency, Canadian Superior Energy shall take immediate action necessary to protect life, property and the marine and land environment and atmosphere.
The government shall have the right to inspect and audit, at its own cost, Canadian Superior Energy's books and accounts relating to the petroleum operation expenditures within 2 years of the concerned calendar year.
Canadian Superior Energy shall pay to the government a production bonus as follows:
a) an amount of US$ [X] million upon achieving the first [X] barrels of oil equivalent from the contract area;
b) an amount of US$ [X] million upon achieving cumulative production of [X] million barrels of oil equivalent from the contract area; and
c) a third and final amount of US$ [X] million upon achieving cumulative production of [X] million barrels of oil equivalent from the contract area.
The production bonus shall not be considered as petroleum operation expenditures and shall not be recovered under this agreement.
Canadian Superior Energy and their contractors shall be entitled to all exemptions specified in Art. 6 of the complementary agreement. Such exemptions include: duties, levies, custom duties, charges related to the movement of equipment and material, value added taxes on equipment, material and services, fees and rental duty on acreage of the contract area or any exploitation area delineated pursuant to this agreement, taxes on Tunisian and Libyan personnel training, taxes on any assignment, any duties and taxes on establishing and setting up of branch offices, and any levy and duties, taxes or other charges imposed or to be imposed by Libya and/or Tunisia and their local authorities.
In accordance with the complementary agreement, Canadian Superior Energy is subject to income tax and royalties on petroleum operations undertaken under this agreement.
The annual head office overhead expenses shall be charged by Canadian Superior Energy according to generally accepted accounting principles. Such expenses shall not exceed the lesser of
2% of annual petroleum operations expenditures and US$ 300,000. It is understood that the overhead charges shall not include the expenditures due for technical assistance and services referred to in Art. 21. The overhead expenses shall form part of the petroleum operations expenditures and shall be recovered as cost oil.
إنتاج حصة - ملامح النفط الربح (مشغلات عن الاختلافات في انقسام - IRR، عامل، إنتاج، ... الخ)
Canadian Superior Energy's share of net petroleum shall be determined by applying the following formula:
"A factor" x "net petroleum" where:
The "A factor" at the indicated (R) ratio of the cumulative value of petroleum received by Canadian Superior Energy from production in the contract area over the cumulative petroleum operations expenditures on cash basis incurred by Canadian Superior Energy shall be:
If the (R) ratio is more than 1.0 and less than or equal to 1.5, the A factor is [x].
If the (R) ratio is more than 1.5 and less than or equal to 2.0, the A factor is [x].
If the (R) ratio is more than 2.0 and less than or equal to 2.5, the A factor is [x].
If the (R) ratio is more than 2.5 and less than or equal to 3.0, the A factor is [x].
If the (R) ratio is more than 3.0, the A factor is [x].
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)
The production from contract area after that allocation shall be allocated to Canadian Superior Energy as "cost oil" until the cumulative value of petroleum received by Canadian Superior Energy equals the cumulative petroleum operations expenditures.
Canadian Superior Energy shall be entitled to uplift 70% of the development expenditures forming part of the petroleum operations expenditures related to the exploitation area by a flat rate of 5% and shall be considered as petroleum operations expenditures.
The recovery of the petroleum operations expenditures incurred in carrying out petroleum operations shall occur in the following order:
1. exploitation operating expenditure;
2. exploration expenditures;
3. development expenditures;
4. abandonment and removal costs.
In all cases, cost recovery priority shall be given to the fixed assets in the order of their acquisition.
Canadian Superior Energy shall hire Libyan and Tunisian nationals to carry out petroleum operations. Only in cases where specialized technical personnel are required and suitably qualified Libyan nationals or Tunisian nationals are not available, may Canadian Superior Energy hire non-Libyan or non-Tunisian nationals to carry out operations.
Canadian Superior Energy shall be required to contact the employment offices and local authorities in order to notify them of potential employment opportunities for Libyan and Tunisian nationals and to engage Libyan and Tunisian nationals (both skilled and unskilled). Subject to availability and qualification, Canadian Superior Energy shall give priority to employ qualified personnel offered by such employment offices or local authorities and all unskilled workers are to be nationals.
In the procurement or acquisition of plants, equipments, services and supplies necessary to carry out petroleum operations as well as for the transportation of petroleum and petroleum products, Canadian Superior Energy shall always give priority to locally produced plant, equipment and supplies and/or services. This is provided that such plant, equipment and supplies and/or services are locally available within the schedule and time required and offered at prices, quality and quantities equivalent to or more favorable than those offered for supply of comparable plant, equipment and supplies and/or services from abroad.
Canadian Superior Energy shall be responsible for the training of Libyan and Tunisian personnel to enable the replacement of non-nationals, and to enable Libyan and Tunisian nationals to fill posts of higher responsibility. As soon as practicable after the effective date, Canadian Superior Energy shall submit a program for training of Libyan and Tunisian personnel to the management committee for approval.
The parties agree that Canadian Superior Energy shall offer excess capacity, when available during the term of this petroleum agreement, in pipelines, bulk storage and loading facilities and process capacity to third parties subject to the following conditions:
a. Canadian Superior Energy shall not be obliged either to build or to keep larger installations than those required for its own purposes;
b. Canadian Superior Energy's own needs shall be given priority over those of third parties; and
c. use by third parties shall not hinder Canadian Superior Energy's own operations.
The parties understand that priority shall be given to satisfy local demands for natural gas in Tunisia and/or Libya. The government shall therefore have the right to reserve to the local market all or part of natural gas produced from the contract area.
During the first phase of the exploration period the following exploration program, as a firm minimum, shall be carried out with respect to the entire contract area:
1. Such number of seismic crew months as may be necessary to survey 500 square kilometers of 3 dimensional seismic lines; and
2. 3 firm new-field wildcats to be drilled.
At least one new-field-wildcat shall be drilled in the sub-contract Area "B" of the entire contract area. In addition, Canadian Superior Energy commits to drill 1 appraisal well on the Zarat Discovery extension within the contract area.
Canadian Superior Energy shall carry out each work program within the limits of the budget and shall not make any expenditures not itemized in an approved budget except as follows:
(a) where expenditures for an item specified in the budget is expected to be in excess of the
budgeted amount and is necessary to carry out an approved work program, Canadian Superior Energy is authorized to make such excess expenditures, up to 10% of the approved budget for such item or US$ 300,000, whichever is less.
(b) Canadian Superior Energy is authorized to make additional expenditures for petroleum operations not included in an approved work program and not provided for in an approved budget, up to but not exceeding in the aggregate US$ 300,000 in any one year.
Any controversy or claim arising out of or relating to this agreement or a breach, and which has not been settled by negotiation within 90 days after notice of existence of such controversy or claim shall be finally settled by arbitration in Paris, France in accordance with the rules of arbitration of the International Chamber of Commerce. The language of arbitration shall be English.
Canadian Superior Energy agrees to treat this agreement as confidential and shall not disclose the terms and conditions of this petroleum agreement to any third party without the prior written consent of the government, unless such disclosure is permitted.
Canadian Superior Energy 's obligation of confidentiality shall be of a continuing nature and shall not be cancelled by the expiration, suspension or termination of this petroleum agreement. Canadian Superior Energy shall have the right to disclose data and information to third parties under the following circumstances:
1. to an affiliate, provided such affiliate maintains confidentiality;
2. to a governmental agency or other entity when required by this petroleum agreement;
3. 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 court binding order, or according to requirements of stock exchange having direct jurisdiction over Canadian Superior Energy;
4. to contractors, employed consultants, attorneys where disclosure of such data or information is essential to such contractor's, consultant's for the implementation of contractual scope of work or attorney's work;
5. to a bona fide prospective transferee of interest ( when Canadian Superior Energy is conducting bona fide negotiations directed toward a merger, consolidation or the sale of a majority of its shares);
6. to a bank or other financial institution to the extent appropriate to arrange funding for Canadian Superior Energy's obligations under this petroleum agreement;
7. to employees for the purpose of petroleum operations, subject to Canadian Superior Energy taking customary precautions to ensure such data and information is kept confidential;
8. where any data or information which, through no fault, becomes a part of the public domain.
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 and not to use or disclose the data and information except for the express purpose for which
disclosure is to be made.
Technology which is the property of the government under this petroleum agreement may be freely used by the government, its affiliates and the competent authorities. Canadian Superior Energy shall not divulge technology in which the government has proprietary rights and/or developed under this petroleum agreement to third parties without the prior approval of the government.