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SERVICE AGREEMENT

Consulting Services Agreement

SERVICE AGREEMENT | Document Parties: TRANSATLANTIC PETROLEUM CORP. | Deut 8, LLC | LONGE ENERGY LIMITED | LONGFELLOW ENERGY, LP | RIATA MANAGEMENT, LLC | VIKING DRILLING, LLC You are currently viewing:
This Consulting Services Agreement involves

TRANSATLANTIC PETROLEUM CORP. | Deut 8, LLC | LONGE ENERGY LIMITED | LONGFELLOW ENERGY, LP | RIATA MANAGEMENT, LLC | VIKING DRILLING, LLC

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Title: SERVICE AGREEMENT
Governing Law: Texas     Date: 2/12/2009
Industry: Oil and Gas Operations     Sector: Energy

SERVICE AGREEMENT, Parties: transatlantic petroleum corp. , deut 8  llc , longe energy limited , longfellow energy  lp , riata management  llc , viking drilling  llc
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Exhibit 10.1

SERVICE AGREEMENT

This Service Agreement (this “Agreement”), effective May 1, 2008, (the “Effective Date”), is by and among, TRANSATLANTIC PETROLEUM CORP., an Alberta corporation, and its subsidiaries (“TransAtlantic”) and LONGFELLOW ENERGY, LP, a Texas limited partnership, VIKING DRILLING, LLC, a Nevada limited liability company, LONGE ENERGY LIMITED, a Bermuda limited liability company, and RIATA MANAGEMENT, LLC, an Oklahoma limited liability company, and their subsidiaries (collectively, the “Riata Entities”).

RECITALS:

WHEREAS, the Riata Entities may provide certain services to TransAtlantic in connection with TransAtlantic’s expanding scope of operations;

WHEREAS, TransAtlantic may provide certain services to the Riata Entities in connection with the Riata Entities worldwide operations;

NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth and other good and valid consideration, the receipt and sufficiency of which are hereby acknowledged, and subject to the terms and conditions hereof, the parties hereto (collectively, the “Parties” and each individually a “Party”) agree as follows:

ARTICLE I

MANAGEMENT CONSULTING SERVICES

TransAtlantic and the Riata Entities may provide each other “Management Consulting Services” (as that term is defined in this Article I) pursuant to the following terms and conditions:

1.01 Services to be Provided . For purposes of this Article I, “Management Consulting Services” shall mean:

 

 

a.

the provision of consultations with respect to entity formation and corporate organization;

 

 

b.

the provision of consultations with respect to the acquisition or disposition of domestic and international oil and gas properties;

 

 

c.

the provision of consultation with respect to debt and/or equity financings;

 

 

d.

the documentation of domestic and international oil and gas transfers and transactions;

 

 

e.

the preparation, review and negotiation of contracts; and

 

 

f.

the provision of such other services related to items (a) through (e) as TransAtlantic or the Riata Entities may reasonably request and which the Party providing the service has the capability to perform.

1.02 Compensation .

a. Personnel . The Party receiving the service shall pay the Party providing the service for the use of the personnel involved in rendering Management Consulting Services at the Party providing the service’s actual cost based on the salary and benefits received by the persons providing such services assuming a 2,000 hour work year per person, which amounts shall be billed on a per hour basis.


b. General and Administrative Expenses . The Party receiving the service shall reimburse the Party providing the service for a proportionate part of the general and administrative expenses (office rent, equipment, supplies and other similar items) based on the amount of the personnel expenses charged each month compared to the total personnel expenses associated with the provision of Management Consulting Services and comparable services to any other affiliated party.

c. Incidental Expenses . The Party receiving the service shall reimburse the Party providing the service at the actual cost for all reasonable expenses incurred incident to providing Management Consulting Services, including, without limitation, telephone, postage, reproduction and other similar expenses.

d. Date of Payment . The Party providing the service shall bill the Party receiving the service monthly for such expenses and reimbursements as may be due pursuant to the provisions of this Section 1.02. Payment shall be due not later than forty-five (45) days from the date of invoice.

1.03 Company Personnel . Management Consulting Services shall be provided by TransAtlantic or the Riata Entities, as applicable. The Party providing the service shall not be required to engage the services of any third party to provide Management Consulting Services to the Party receiving the service.

1.04 Term . The arrangements contemplated by this Article I shall begin on the Effective Date and shall continue until terminated by either the Riata Entities or TransAtlantic by providing ninety (90) days advance written notice of termination to the Riata Entities or TransAtlantic, as applicable.

ARTICLE II

COMPUTER SERVICES

The Riata Entities agree to provide to TransAtlantic from time to time upon TransAtlantic’s request “Computer Services” (as that term is defined in this Article II) pursuant to the following terms and conditions:

2.01 Services to be Provided . For purposes of this Article II, “Computer Services” shall mean general information technology services including, hardware and software acquisition and maintenance and network administration.

2.02 Compensation .

a. Computer Usage . TransAtlantic will be billed for computer usage by the Riata Entities based on the actual cost to the Riata Entities, determined as follows:

(i) with respect to expenses directly associated with the hardware and/or software utilized in any part by both Parties (the “Common Use Equipment”), based upon the amount of disc space used by TransAtlantic compared to the total amount of disc space used by both Parties of all Common Use Equipment; and

(ii) with respect to expenses directly associated with hardware and/or software only used by TransAtlantic (the “Single Use Equipment”), the actual cost to the Riata Entities of obtaining such Single Use Equipment.

 

2


b. Personnel . TransAtlantic shall pay the Riata Entities for the use of the Riata Entities’ personnel involved in rendering Computer Services at actual cost based on the salary and benefits received by the persons providing such services assuming a 2,000 hour work year per person, which amounts shall be billed to TransAtlantic on a per hour basis.

c. Incidental Expenses . TransAtlantic shall reimburse the Riata Entities at the Riata Entities’ actual cost for all reasonable expenses incurred by the Riata Entities incident to providing Computer Services, including, without limitation, telephone, postage, reproduction and other similar expenses.

d. Date of Payment . The Riata Entities shall bill TransAtlantic monthly for such expenses and reimbursements as may be due pursuant to the provisions of this Section 3.02. Payment by TransAtlantic shall be due not later than forty-five (45) days from the date of invoice.

2.03 Term . The arrangements contemplated by this Article II shall begin on the Effective Date and shall continue until terminated by either TransAtlantic or the Riata Entities by providing ninety (90) days advance written notice of termination to the Riata Entities or TransAtlantic, as applicable.

ARTICLE III

PAYROLL AND BENEFITS SERVICES

The Riata Entities may provide to TransAtlantic from time to time upon TransAtlantic’s request “Payroll and Benefits Services” (as that term is defined in this Article III) pursuant to the following terms and conditions:

3.01 Services to be Provided . For purposes of this Article III, “Payroll and Benefits Services” shall mean:

a. the administration of payroll matters and administration of contracts, if any, with Automatic Data Processing, Inc. or other companies providing the same or similar services;

b. the administration of benefit plans for TransAtlantic, including consultation with employees of TransAtlantic with respect to medical and life insurance plans and the filing of applicable claims;

c. the administration of documentation for all new employees of TransAtlantic and all necessary documentation in connection with employee terminations;

d. the provision of consultations to TransAtlantic’s supervisors in reference to employee policies and procedures;

e. the creation and administration of TransAtlantic’s retirement and savings plans and providing consultation to TransAtlantic’s employees with respect to such plans;

f. the provision of consultations with respect to Texas Employment Commission, Internal Revenue Service and United States Department of Labor matters and claims;

g. the provision of consultations regarding TransAtlantic’s safety program;

h. the preparation and provision of payroll tax returns and reports; and

 

3


i. the provision of other employee services as may be requested from time to time by TransAtlantic and which the Riata Entities have the capability to perform.

3.02 Compensation .

a. Personnel . TransAtlantic shall pay the Riata Entities for the use of the Riata Entities’ personnel involved in rendering Payroll and Benefits Services at actual cost based on the salary and benefits received by the persons providing such services assuming a 2,000 hour work year per person, which amounts shall be billed to TransAtlantic on a per hour basis.

b. General and Administrative Expenses . TransAtlantic shall reimburse the Riata Entities for a proportionate part of its general and administrative expenses (office rent, equipment, supplies and other similar items) based on the amount of personnel expenses charged to TransAtlantic each month compared to the total personnel expenses of Riata Entities associated with the provision of Payroll and Benefits Services to TransAtlantic.

c. Incidental Expenses . TransAtlantic shall reimburse the Riata Entities at actual cost for all reasonable expenses incurred by the Riata Entities incident to providing Payroll and Benefits Services, including, without limitation, telephone, postage, reproduction and other similar expenses.

d. Date of Payment . The Riata Entities shall bill TransAtlantic monthly for such expenses and reimbursements as the Riata Entities may be due pursuant to the provisions of this Section 3.02. Payment by TransAtlantic shall be due not later than forty-five (45) days from the date of invoice.

3.03 Term . The arrangements contemplated by this Article III shall begin on the Effective Date and shall continue until terminated by either the Riata Entities or TransAtlantic by providing ninety (90) days advance written notice of termination to the Riata Entities or TransAtlantic, as applicable.

ARTICLE IV

OIL AND GAS SERVICES

The Riata Entities and TransAtlantic shall enter into separate operating agreements for any properties owned by TransAtlantic or the Riata Entities and operated by the other Party, and such operating agreements shall govern the terms of the relationship between such Parties without further reference to this Agreement. In addition, TransAtlantic and the Riata Entities may provide each other “Oil and Gas Services” (as that term is defined in this Article IV) pursuant to the following terms and conditions:

4.01 Services to be Provided . For purposes of this Article IV, “Oil and Gas Services” shall mean:

a. evaluation and technical services as requested from time to time with respect to properties owned by TransAtlantic and not operated by the Riata Entities;

b. lease maintenance services with respect to file maintenance, regulatory matters, and other related matters;

c. evaluation by TransAtlantic of prospects identified by the Riata Entities and outside TransAtlantic’s scope of operations; and

 

4


d. such other services related to items (a) through (c) above as a Party shall reasonably request and which the other Party has the ability to perform.

4.02 Compensation .

a. Personnel . The Party receiving the service shall pay the Party providing the service for the use of the personnel involved in rendering Oil and Gas Services at the actual cost based on the salary and benefits received by the persons providing such services assuming a 2,000 hour work year per person, which amount shall be billed on a per hour basis.

b. General and Administrative Expenses . The Party receiving the service shall reimburse the Party providing the service for a proportionate part of its general and administrative expenses (office rent, equipment, supplies and other similar items) based on the amount of personnel expenses charged each month compared to the total personnel expenses associated with the provision of Oil and Gas Services.

c. Incidental Expenses . The Party receiving the service shall reimburse the Party providing the service at the actual cost for all reasonable expenses incurred incident to providing Oil and Gas Services, including, without limitation, telephone, postage, reproduction and other similar expenses.

d. Date of Payments . The Party providing the service shall bill the Party receiving the service monthly for such expenses and reimbursements as may be due pursuant to the provisions of this Section 5.02. Payment shall be due not later than forty-five (45) days from the date of invoice.

4.03 Term . The arrangements contemplated by this Article IV shall begin on the Effective Date and shall continue until terminated, in whole or in part, by either the Riata Entities or TransAtlantic by providing one hundred eighty (180) days advance written notice of termination to the Riata Entities or TransAtlantic, as applicable.

ARTICLE V

INSURANCE ADMINISTRATION SERVICES

The Riata Entities agree to provide to TransAtlantic from time to time upon TransAtlantic’s request “Insurance Administration Services” (as that term is defined in this Article V) pursuant to the following terms and conditions:

5.01 Services to be Provided . For purposes of this Article V, “Insurance Administration Services” shall mean:

 

 

a.

processing claims of TransAtlantic under the insurance coverage maintained by TransAtlantic (“Insurance”);

 

 

b.

administering the policy provisions of the Insurance;

 

 

c.

administering the payment of premiums for the Insurance;

 

 

d.

administering TransAtlantic’s employee health benefits plan; and

 

 

e.

such other services related to items (a) through (d) above as TransAtlantic shall reasonably request, and which the Riata Entities has the capability to perform.

 

5


5.02 Acknowledgment of TransAtlantic . The Riata Entities shall not be responsible to TransAtlantic for loss of coverage or in any other respect if any of the Insurance is canceled by the insurance carrier or underwriter regardless of cause or if the Riata Entities is unable to secure substitute or replacement coverage for the same coverage as the canceled or expired Insurance. TransAtlantic agrees to cooperate with any insurance carrier, representative or agents in the investigation of any claim or insurance and to provide any information which any such carrier shall reasonably request for the purpose of investigating a claim. TransAtlantic agrees to indemnify and hold harmless the Riata Entities and its directors, officers, agents, employees and affiliates (each an “Indemnified Party” and collectively, the “Indemnified Parties”) providing any assistance pursuant to this Article V against any and all damages, claims, obligations, liabilities, lawsuits, penalties, administrative proceedings, judgments, costs or expenses, including reasonable attorneys’ fees, resulting from or arising out of or in connection with any function of the Riata Entities under this Article V or in connection with any claim made by or against TransAtlantic relating to any of the Insurance or matters purportedly covered by the Insurance, unless any such damage or claim was the result of gross negligence or willful misconduct of any Indemnified Party. IT IS THE INTENTION OF TRANSATLANTIC TO INDEMNIFY EACH OF THE INDEMNIFIED PARTIES FOR DAMAGES RESULTING FROM THE NEGLIGENCE, OTHER THAN GROSS NEGLIGENCE, OF ANY OF THE INDEMNIFIED PARTIES.

TransAtlantic agrees and acknowledges that the Riata Entities are not an insurance carrier or an insurer of any claims made by or against TransAtlantic for any matters covered by any of the Insurance or otherwise. TransAtlantic agrees not to sue the Riata Entities for (i) any claims or events occurring for which an insurance carrier may deny coverage or dispute any aspect of coverage (including, but not


 
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