Exhibit 10.37
SERVICES AGREEMENT
This
Agreement is entered into by and between General Atomics, a
California corporation (“ GA ”) and Oceanic
Exploration Company, a Delaware corporation (“ Oceanic
”) and is effective October 1, 2006 (the “
Effective Date ”).
RECITALS
WHEREAS,
Oceanic wishes GA to provide it with administrative services and GA
is willing to provide such services.
NOW
THEREFORE, in consideration of the promises, mutual covenants and
agreements herein contained, the parties hereto agree as
follows:
1.
Scope of Services. GA (through its law department) shall
provide legal and litigation management services related to
Oceanic’s litigation over oil and gas rights in the Timor Sea
(the “ Litigation ”) which may be requested from
time to time by Oceanic. It is expressly understood and agreed that
the GA law department, after consultation with Oceanic, may direct
other GA employees to assist in providing these services.
2.
Term. This Agreement shall commence as of the Effective
Date. It will terminate (i) automatically when the Litigation is
over, or (ii) when terminated in accordance with
Paragraph 10, whichever comes first. Oceanic will give GA
notice when the Litigation is over.
3.
Consideration/Payment. The services provided to Oceanic by
GA under Paragraph 1 shall be billed at cost per GA cost
allocation practices. Payments to GA for services rendered will
both be due and payable in full no later than 30 days after
the invoice date. All payments made pursuant to this Agreement will
be in U.S. Dollars and will be paid by wire transfer to the account
designated on the GA invoice.
4.
Limitation of Liability and Indemnity. Each party hereto
shall use its best efforts in the performance of its obligations
under this Agreement; and, provided it has done so, shall not be
liable to the other party for any loss or damage of whatever nature
sustained by the other party, as a result of such performance. Each
party shall indemnify and hold harmless the other party from any
and all claims from third parties arising out of its performance
hereunder. The provision of this Paragraph 4 shall apply
notwithstanding any conflicting provision(s) of any other agreement
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