PARTICIPATION AGREEMENT
The Development of an International Non-Profit Association
For the Petroleum Data Management Sector
This Agreement is made by and between Philip C. Crouse and Associates, Inc., a Texas Corporation (hereinafter referred to as “Contractor”) and
Company: ______________________________________________
Address: _______________________________________________
_______________________________________________________
_______________________________________________________
_______________________________________________________
(hereinafter referred to as “Participant”). Participant, and all other Companies that execute a Counterpart of this Agreement, are referred to collectively as “Participants.”
ARTICLE I
Project Purpose and Scope
1.01 The Participants desire to –
(a) Develop an international non-profit association for the petroleum data management sector.
(b) Have said association managed by Contractor for a period of two years
(c) Have said association defined by specific objectives and mission to the international petroleum industry
(d) Have said association incorporated in the State of Texas as a 501(c)(3) not- for- profit organization with a charter or mission statement that identifies the legitimate goals of the association, and by-laws for the organization to function effectively and lawfully.
(e) Develop appropriate antitrust compliance policy statement, guide for professional conduct, and conflict of interest statement for said association.
(f) Establish membership criteria for said organization.
1.02 The “Project” to be accomplished shall be conducted as described in Attachment “A”, entitled “Proposal for the Development of an International Non-Profit Association for the Petroleum Data Management Sector”.
1.03 Details as to the Tasks, Timing and Deliverables of the Project are contained in Attachment A and are made a part of and incorporated into this Agreement.
1.04 At the completion of the project, each Participant shall become a Charter Company of the Association and the participants will have created a running non-profit organization for the petroleum data management sector of the oil and gas industry. Participants who fund the project at $30,000.00 US will be designated as Cornerstone Charter Companies. A final report will be submitted to each Participant.
ARTICLE II
Contractor/Participant Responsibilities
2.01 Contractor shall provide competent supervisory, technical and other required personnel capable of fully and properly performing the work to complete the Project. These personnel are Contractor’s sole risk and expense and under its exclusive direction, control and responsibility.
2.02 Contractor shall conduct reviews in Houston, Texas, and other appropriate venues to report to the Participants on progress of the Project. Each Participant shall have the right to have up to two representatives attend the progress reviews.
2.03 Contractor shall perform all work necessary to complete the Project and provide each Participant the deliverables as set out in and in accordance with the schedule set forth in Attachment A.
2.04 Each Participant shall be charged and shall be responsible for paying in a timely manner, a firm price as specified in Article III for participation in the Project.
2.05 Contractor is an independent contractor as to all work or services performed hereunder. The details, manner, and method of performance under this Agreement hereby shall be under the exclusive control of the Contractor. The Participants’ interest is only in the results obtained. Nothing herein shall be construed or applied so as to establish or impose any joint obligations or liabilities or to create the relationship of principal and agent, partnership or employer or employee between Contractor and Participants. Contractor shall not make any commitment or incur any charge or expense in the name of any participant.
ARTICLE III
Participation Costs and Payment Schedules
3.01 The price of the Project as described herein is $400,000, with a minimum of $200,000 required to accomplish key elements of the Project. Complete funding at the $400,000 level assures a strong marketing campaign to raise awareness in the industry about the new organization.
3.02 The cost to each Participant executing a copy of this Agreement prior to Contractor invoicing, as provided for in Section 3.03 hereof, shall be:
Charter Company $10,000.00 US
Cornerstone Charter Company $30,000.00 US or Greater
The election by the Participant is to be ( ) Charter Company
( ) Cornerstone Charter Company
funding the project at US$ ______________________.
Any subscription of either the lesser of twenty (20) Participants or $200,000.00 US will be subject to a reduction in scope as provide in Section 3.01. In the event of subscriptions by more than twenty (20) Participants or $400,000.00 US, the Participants by unanimous vote can increase the scope of the Project. This may include the establishment of permanent offices or other additions to the scope.
3.03 Participants shall pay fifty percent (50%) of their total participation cost upon submission of a separate invoice (“first invoice”) by Contractor to each Participant. The first invoice shall be sent within thirty (30) days after notification to all Participants, as provided in Section 3.04, that twenty (20) participants have executed this Agreement and Contractor has started work. Contractor shall invoice Participants for the remainder of their participant cost, which invoices shall be sent to each Participant at the mid-point period of performance. All invoices shall be payable upon receipt. Invoices not paid within thirty (30) days of receipt shall be past due and subject to interest at the rate of (1 ½%) per month. All payments shall be made in US$ on a US Bank to Contractor at Philip C. Crouse and Associates, Inc., P.O. Box 181510, Dallas, Texas, USA, 75218-1510.
3.04 Contractor promptly shall notify all Participants when 20 Participants or $200,000 US of Participant commitments have executed this Agreement. If 20 Participants or $200,000 US of Participant commitments have not executed the Agreement within ninety (90) days of the date this Agreement is executed by the first Participant, Contractor promptly shall notify all Participants and convene a meeting to arrive at a change in scope of the Project.
ARTICLE IV
Project Results
4.01 After completion of the Project, Contractor will provide a final report to all Participants and hold a final briefing.
4.02 Participant may share and distribute results and reports to the public.
4.03 Contractor’s staff is composed primarily of qualified professionals who shall act in good faith in their respective operations; however, all Project Results resulting from the Project shall be furnished to Participants hereunder without any representation, guaranty, or warranty concerning the completeness, accuracy, correctness, soundness, and/or reliability thereof. Neither Contractor nor Participant shall be liable for any damage resulting (a) from completeness, inaccuracy, incorrectness, unsoundness, and/or unreliability of any Project Results resulting from the Project, or (b) from the use of such Project Results and the provisions of this sentence and the immediately preceding sentence shall survive any termination of this Agreement.
4.04 Project Results obtained from the Project are and shall remain the property of the new non-profit association.
ARTICLE V
Commencement, Duration and Termination
5.01 The Project shall commence once the minimum funding level has been achieved. The Project shall not commence nor shall this Agreement become effective for Participants unless a funding level of over $200,000 has been subscribed to or a scope reduction has been agreed to by Contractor and Participants as outlined in Article III, Section 3.01.
5.02 The duration of the Project shall be twenty-four (24) months or sooner if the timeline in Attachment A is achieved.
5.03 Contractor may elect to terminate the Project early by giving thirty (30) days written notice to Participants. Contractor will document and provide the Participants within a reasonable time, not to exceed three (3) months, all results obtained prior to Project termination. In the event of early termination, Contractor shall be entitled to recovery of all costs for work up to and including the date of termination. Contractor shall provide Participants with a statement for such costs in sufficient detail to allow verification of the correctness thereof. Participant funding in excess of these costs shall be refunded to the Participants within three (3) months of the date of termination.
5.04 Participants in the Project shall have the right of early termination upon forfeiture of all paid participation costs and of the right to receive final and interim reports.
ARTICLE VI
Liability and Indemnification
6.01 Contractor and each Participant shall each indemnify, defend and hold contractor and other Participants harmless from claims, demands and causes of action of every type and character arising out of or relating to this Agreement which are asserted by any person (including, without limitation, Contractor’s and Participant’s employees, agents and representatives) for personal injury, death or loss of or damage to property and resulting from negligence or willful misconduct of the indemnitor. Where personal injury, death or loss of or damage to property is the result of the joint negligence or misconduct or Contractor and one or more Participants or the joint negligence or willful misconduct of more than one Participant, each party’s duty of indemnification shall be in proportion to its allocable share of such joint negligence or misconduct.
ARTICLE VII
General Provisions
7.01 Contractor shall comply with, and shall require its subcontractors, if any, to comply with, all applicable laws and regulations of all governmental authorities.
7.02 Philip C. Crouse, employed by Contractor, shall be Contractor’s Project Manager during execution of the Project, unless otherwise agreed by Contractor and Participants.
7.03 This Agreement shall be deemed to be made under and shall be governed by the laws of the State of Texas, USA in all respects, including matters of construction, validity, and performance.
7.04 Participants shall not assign nor transfer their interest in this Agreement nor any part thereof without the written consent of Contractor, which will not be unreasonably withheld. Any such assignment or transfer made without such consent shall be void and need not be recognized by Contractor. Participant’s interest can be assigned or transferred to a successor of all or essentially all of the Participant’s business to which this Agreement pertains.
7.05 This agreement may be executed in counterparts and all such counterparts shall be construed together and shall constitute one instrument.
7.06 The provisions of Articles IV, VI shall survive any expiration, cancellation or termination of this Agreement.
7.07 Contractor shall not be liable for failures or delays in its performance or the progress of the Project due to strike, lockout, fire, acts of God, public enemy, riots, interference by civil or military authority, compliance with applicable law, or other causes beyond its control.
7.08 Each Participant shall not utilize the name or trademarks of any other Participants, their affiliates, and the Contractor in any way or connect the same with the Project without obtaining their prior written consent.
7.09 Each Participant retains the right to conduct its own business as it sees fit and nothing contained herein shall be interpreted or construed as precluding any Participant from carrying out its own efforts in a like area of interest.
7.10 This Agreement sets forth the entire and only agreement between Participant and Contractor with respect of the subject matter hereof and supersedes and cancels all previous understandings, negotiations, commitments, representations, and agreements with respect thereto. This Agreement may not be released, discharged, abandoned, changed, or modified in any manner except by written instrument of concurrent or subsequent date signed by duly authorized officers or representatives of the parties hereto.
7.11 In the event of any conflict between the provisions of this Agreement and any attachments hereto, the provisions of this Agreement shall prevail.
Executed by the authorized representatives of the parties hereto:
“Philip C. Crouse and Associates, Inc. “Participant”
Philip C. Crouse and Associates, Inc. (DBA) ______________________________
By: __________________ By:______________________________
Date:_________________