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Exhibit 10.4
ALLIANCE AGREEMENT
BETWEEN
QUICKFLOW, S.A.
AND
SAHARA PETROLEUM EXPLORATION CORP.
<PAGE>
This ALLIANCE AGREEMENT ("the Agreement") made as of the 9th day of March 2005
between Quickflow, S.A. ("QUICKFLOW") a Corporation organized under the laws of
Spain with offices at Avda. Diagonal, 357, 2(degree) 08037-Barcelona Spain and
Sahara Petroleum Exploration Corp., a subsidiary of Global Environmental Energy
Corp, (NASDAQ OTC:BB GEECF) (SAHARA) PO Box N-8303 Nassau Bahamas, each
hereinafter a "PARTY" and collectively referred to as "PARTIES."
PREAMBLE
A. QUICKFLOW is a Spanish company that has developed a specific oil and gas
exploration and development opportunity in Africa.
B. SAHARA is an oil and gas exploration and development company.
C. SAHARA is forming and leading a consortium hereinafter the "CONSORTIUM" to
develop QUICKFLOW's oil and gas exploration and development opportunity in
Africa.
D. SAHARA is contracting for the services of VETRA to assist SAHARA in forming
and operating the CONSORTIUM a copy of the agreement between VETRA and
SAHARA will be appended hereto.
WHEREAS
a). SAHARA hereby contracts with QUICKFLOW to establish and lead the CONSORTIUM
and thereby provide for the development and commercialization of the oil and gas
exploration and development opportunity in Africa.
b). SAHARA hereby agrees to include in the CONSORTIUM a suitable oil and gas
production partner who is currently producing at least 100,000 barrels of oil
per day and whose qualification and participation has been approved according to
the conditions mandated by QUICKFLOW to QUICKFLOW's agent for this project.
c). QUICKFLOW and SAHARA have agreed to proceed on either of two investment
models for the SAHARA led CONSORTIUM's involvement:
i) QUICKFLOW will fund 100% of the oil and gas exploration and development
opportunity and retain 80% of the equity in same, with 20% of the equity
passing to the SAHARA led CONSORTIUM.
ii) The SAHARA led CONSORTIUM will fund 100% of the oil and gas exploration and
development opportunity and attain 50% of the equity in same, with 50% of
the equity remaining with QUICKFLOW
d). QUICKFLOW hereby contracts with SAHARA to provide all information, maps,
data and contacts on the oil and gas exploration and development opportunity in
Africa to SAHARA within 30 days of the date of the acceptance by the oil company
of the conditions established in this agreement and according to the conditions
mandated by QUICKFLOW to QUICKFLOW's agent for this project.
e). This Alliance Agreement shall be deemed to incorporate the provisions of and
appendices hereto as if set out in extenso, and any subsequent appendix mutually
agreed to by the Parties in writing.
f). QUICKFLOW hereby grants SAHARA exclusivity to this oil and gas exploration
and development opportunity in Africa for a period of 90 days from the date
hereto for the purposes of establishing this CONSORTIUM.
g). QUICKFLOW hereby agrees that any suitable oil company notified to QUICKFLOW
by SAHARA and accepted by QUICKFLOW within the 90 day period is agreed to have
been a SAHARA introduction and is thereby bound by the terms of this agreement.
h). This Agreement is subject to approval by Board of Directors of QUICKFLOW and
SAHARA. This Agreement may be modified from time to time in whole or in part by
mutual consent in writing by both Parties.
i). The parties agree that this Alliance Agreement will form the basis of a to
be agreed upon Exploration and Production agreement.
In consideration of the foregoing premises and subject to the terms and
provisions set forth below and intending to be legally bound, the Parties agree
as follows:
1.0. PROJECT DEFINED.
SAHARA shall undertake the formation and management of the CONSORTIUM
pursuant to QUICKFLOW's guidelines for same. SAHARA's responsibilities shall
initially be as follows:
To establish and manage the CONSORTIUM, including agreeing financial terms
and conditions for the operation of same to allow for the exploration and
development of the oil and gas opportunity,
2.0. APPENDICES
2.01.The Parties have as of the date of this Agreement executed the
appendices.
2.02. The appendices will provide generally terms as set out below.
2.03.QUICKFLOW shall provide all relevant information required by SAHARA
so that SAHARA can successfully meet SAHARA's obligations under the
terms and conditions of this Agreement.
2.04.SAHARA will contract with VETRA for expert advice, consultancy
services and potential equity participation. VETRA is an oil company
with a substantial capacity to provide technical assistance in all
areas of the energy business. (www.vetragroup.com).
2.05.SAHARA will as of the date of this agreement elect the following
persons to the advisory board of SAHARA: Humberto Calderon Berti, Karl
Mazeika with alternates, Alfredo Gruber, Iker Anzola.
3.0. Allocation of Costs.
Each Party shall bear its own costs associated with preparation and
execution of this Agreement.
4.0. Compliance With Law
Each Party hereby represents and warrants to the other that it and its
respective activities in connection with the Agreement are in accordance with
all applicable laws, regulations and other requirements of all state and Federal
governmental authorities and all political subdivisions and agencies thereof,
and of any applicable foreign governmental authority and all political
subdivisions and agencies thereof. The Parties agree that this agreement shall
be governed by and construed and enforced in accordance with the laws of the
Canton of Geneva, Switzerland.
5.0 Interference.
5.1 No Party will knowingly interfere with any negotiation, arrangement or
prospective business relationships then in process of being developed
by any Party. Furthermore, no Party will at any time during the term
of this Agreement and for a minimum of six (6) months after
termination enter into any agreement or arrangement with any other
person or entity which would infringe upon the rights or the interests
of any Party as provided for in this Agreement.
6.0. Duration
The Agreement will become effective upon execution by the Parties and shall
continue in effect for five (5) years (Primary Term) or until such time as the
oil and gas opportunity is fully commercialized.
7.0 Confidentiality
7.1. Each Party shall keep in strict confidence all financial, commercial
and technical information belonging to any Party or which was
developed by any Party relative to the opportunity (the "Confidential
Information"). No Party shall at any time disclose Confidential
Information to any third party. SA






