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ALLIANCE AGREEMENT

Strategic Alliance Agreement

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This Strategic Alliance Agreement involves

GLOBAL ENVIRONMENTAL ENER | Chasewood Consortium Ltd | Sahara Petroleum Exploration Corp.

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Title: ALLIANCE AGREEMENT
Date: 7/12/2005

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EXHIBIT 10.5

 

 

This ALLIANCE   AGREEMENT ("the   Agreement") made as of the 12th day of June 2005

between   Chasewood    Consortium   Ltd,   S.A.    ("CHASEWOOD    CONSORTIUM   LTD")   a

Corporation organized under the laws of Nigeria with offices at 206 Muri Okunola

Street Victoria Island, Lagos. and Sahara Petroleum Exploration Corp., and Vetra

Group AAV 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.    CHASEWOOD   CONSORTIUM LTD is a Nigerian Company that been granted authority

     to Construct a 70,000 barrels per day refinery at Eket,   Akwa Ibom State in

     October 2004

 

B.    SAHARA and Verta are involved in both upstream and   downstream   oil and gas

     exploration   and   development   company   with the   necessary   experience   to

     complete this project.

 

C.    SAHARA is leading a   consortium   hereinafter   the   "CONSORTIUM"   to develop

     CHASEWOOD CONSORTIUM LTD's agreement with the government of Nigeria for the

     construction of a refinery in Akwa Ibom State Nigeria Africa. hereto.

 

                                    WHEREAS

 

     a).   SAHARA   hereby   agrees   with   CHASEWOOD   to   establish   and   lead   the

CONSORTIUM and thereby provide for the development and   commercialization of the

oil and gas refinery, opportunity in Nigeria Aferica

 

     b).   SAHARA   hereby   agrees   to   include   in   the    CONSORTIUM   a   suitable

engineering   partners   who has   experience   in refinery   construction   and whose

qualification and   participation   has been approved   according to the conditions

mandated by CHASEWOOD

 

     c). CHASEWOOD and SAHARA have agreed to proceed on either of two investment

models for the SAHARA led CONSORTIUM's involvement:

 

     i)    CHASEWOOD will fund 100% of the refinery project 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 refinery   project and

          retain a minimum of 70% of the equity in same,   with 30% of the equity

          remaining with CHASEWOOD.

 

     iii) After repayment of the loan the parties agree CHASEWOOD ownership will

          go to 70% and 30% to Sahara.

 

     d). 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.

 

 

 

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     e).   CHASEWOOD   hereby   grants   SAHARA   exclusivity   to the Akwa Ibom State

Refinery project opportunity in Nigeria, Africa for a period of 90 days from the

date hereto for the purposes of establishing and finalizing the CONSORTIUM.

 

     f).   CHASEWOOD   hereby agrees that any suitable   company or finance company

notified to   CHASEWOOD   by SAHARA and   accepted by   CHASEWOOD   within the 90 day

period is agreed to have been a SAHARA   introduction and is thereby bound by the

terms of this agreement.

 

     g).   This   Agreement   is   subject   to   approval   by Board of   Directors   of

CHASEWOOD and SAHARA.   This Agreement may be modified from time to time in whole

or in part by mutual consent in writing by both Parties.

 

     h). The parties agree that this Alliance Agreement will form the basis of a

to be agreed upon 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   CHASEWOOD   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.   CHASEWOOD   CONSORTIUM   LTD 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 has   contracted   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   has elect the   following   persons to the   advisory   board of

SAHARA:   Humberto Calderon Berti, Karl Mazeika with alternates,   Alfredo Gruber,

Iker Anzola.

 

 

 

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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

Commonwealth of the Bahamas.

 

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. SAHARA

hereby   agrees   never   to   directly   or   indirectly   disclose   or use or even to

"tacitly imply", or assist anyone else in disclosing or using such trade secrets

to any person or entity other than as   authorized by the parties for a period of

five (5) years from the date   hereof.   SAHARA will not without   written   consent

from   CHASEWOOD   divulge,    disclose   or   make   accessible   to   any   per


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