This agreement sample is for informational and educational purposes only. The agreement sample is not intended to be used for any purpose and is not a substitute for professional legal advice. You should always seek the advice of your legal services provider before entering into any agreement.

 

Agreement for Provision and Maintenace of Database (sample)

 

THIS AGREEMENT (hereinafter referred to as the “Agreement”) is made and entered into as of the

[ ] of [ ] 2008 by and between:

 

(1) Japan Oil, Gas and Metals National Corporation, a corporation duly organized and existing under

the laws of Japan, having its principal office at 1310 Omiya-cho, Saiwai-ku, Kawasaki, Kanagawa

212-8554 Japan (hereinafter referred to as “JOGMEC”); and

 

(2) [ ], a corporation duly organized and existing under the laws of [ ], having its

principal office at ［ ］ (hereinafter referred to as the “Contractor”).

 

The corporations named above shall sometimes hereinafter individually be referred to as “Party” and

collectively as the “Parties”.

 

THE PARTIES HEREBY AGREE as follows:

 

1. Term of Agreement

1.1. This Agreement shall become effective as of the date first above written, and, unless terminated

earlier under clause 6, shall remain effective until the payment of all Service Fees in accordance

with clause 3.

1.2. The termination of this Agreement for any reason shall not affect this clause 1.2, clause 4

(Propriety Rights and Copyright of Reports), clause 5 (Confidentiality), clause 6 (Early

Termination) and Schedule 1 (Payment Adjustment Mechanism), clause 9 (Waiver), clause 10

(Notices), clause 11 (General), clause 12 (Governing Law), clause 13 (Language) and clause 14

(Disputes and Arbitration), which shall continue in force notwithstanding such termination for

ten (10) years from the date first above written.

 

2. Scope of Work

2.1 The Contractor shall provide the database about floating production systems and maintain it.

2.2. The Contractor must deliver the following materials in respect of each Report to JOGMEC within

15 days of the last payment by JOGMEC of each Service Fee in accordance with clause 3:

 

3. Service Fees and Method of Payment

3.1. Subject to the terms, JOGMEC shall pay service fees in the amount of: US$[ ]

following delivery of the database provided by the Contractor

3.2. Payment of each Service Fee under clause 3.1 shall be subject to the completion of the following

procedure:

3.2.１. JOGMEC will review database provided by the Contractor, and either approve it, or

request that modifications and/or amendments be made to it;

3.2.3. The Contractor will make such modifications and/or amendments to database as may be

reasonably required by JOGMEC, and resubmit each modified and/or amended database

JOGMEC for approval under clause 3.2.1;

3.2.4. Upon each service being approved under clause 3.2.1, the Contractor will issue to

JOGMEC an invoice for each Service Fee, as applicable;

3.2.5. No later than thirty (30) days after each such invoice is deemed to be received in

accordance with clause 10 (Notices), JOGMEC will make payment of each Service Fee

by way of electronic bank transfer.

3.3. The Contractor will absorb all out-of-pocket expenses, including without limitation travel

expenses during this contract period, unless otherwise agreed by JOGMEC.

3.4. For the avoidance of doubt, the amounts of the Service Fees cover all costs related to the

demonstration, including without limitation preparation, travel, travel time, accommodation and

time spent working on and delivering the software, and the amounts stated above are the only

amounts that JOGMEC may be liable for under this Agreement, unless otherwise agreed by

JOGMEC.

3.5. The amounts that JOGMEC is to pay under clause 3.1 are inclusive of all taxes.

 

4. Propriety Rights and Copyright of Reports

4.1. Each Party shall retain all right, title and interest in its “Background IP”, meaning all Proprietary

Information and the IPR in it which either existed and was owned by that Party and/or its

licensors prior to the date of this Agreement or which comes into existence during the term of this

Agreement other than as a result of the performance of this Agreement; for the purposes of this

provision, the following terms shall have the corresponding definitions set out below:

4.1.1. “IPR”, meaning copyrights, patents, registered designs, trade marks and trade names

(including any attached goodwill), moral rights, registered database rights and any

applications for any of the foregoing together with any right or form of protection of a

 2similar nature and having equivalent or similar effect to any of them anywhere in the

world; and

4.1.2. “Proprietary Information” meaning and including without limitation designs, drawings,

reports, specifications, procedures, instructions, software, data, methods, methodologies,

know-how, processes, information, analysis, get up and any other technical or

commercial information and data and any unfinished versions of the same in any form or

medium.

4.2. The ownership of any and all of the Reports, as well as any and all IPR in each of the database

which is derived from JOGMEC’s Background IP (but not the Contractor’s Background IP),

shall belong wholly and exclusively to JOGMEC, without prejudice to the confidentiality

obligations under clause 5. The Contractor agrees to do all acts and execute all documents to give

effect to this provision, promptly on the request of JOGMEC. Nothing herein shall be deemed to

grant or convey ownership of the Contractor’s Background IP to JOGMEC.

4.3. The Contractor hereby grants to JOGMEC and its legal successors non-exclusive, royalty-free,

worldwide right and license to use the Contractor’s Background IP to the extent the same is

incorporated into the database.

4.4. The Contractor hereby agrees to indemnify JOGMEC for any costs, losses or expenses incurred

by JOGMEC as a result of any claim by any third party that the use or possession by JOGMEC of

any Report (or part thereof) or that the preparation of the Report by the Contractor infringes any

IPR of any third party, provided the Contractor is promptly notified in writing of any such suit or

claim against JOGMEC and further provided that JOGMEC permits the Contractor to defend,

compromise or settle same, and gives the Contractor all available information, reasonable

assistance and authority to enable the Contractor to do so. If, as the result of any claim of

infringement against any patent, trademark, copyright, license or other property right, the

Contractor or JOGMEC is enjoined from using or utilizing the information of database

 

5. Confidentiality

5.1. The Parties agree to keep confidential the existence, source and content of this Agreement and

any and all of use of database (and/or any part thereof), as well as any information which is

expressly indicated to be confidential and any information of whatever nature concerning the

business, finances, assets, liabilities, dealings, transactions, know-how, customers, suppliers,

processes or affairs of the other Party and the Parties agree not to disclose or otherwise make

available the same to a third party without the prior written consent of the other Party. The

Contractor agrees not to disclose to third parties the identity of JOGMEC or any Japanese

 3companies represented by JOGMEC or the proposed contents of the use of database without the

prior consent of JOGMEC.

requests any report from the Contractor on the same or similar subject matters.

 

6. Early Termination

6.1. Either Party may terminate this Agreement with or without cause by giving the other Party thirty

(30) days prior written notice of its intention to do so.

6.2. In the event of early termination of this Agreement under clause 6.1 above, adjusted payments

shall be made within thirty (30) days of the effective date of termination. The mechanism for

calculating such adjustment is as set out in Schedule 1 hereto.

6.3 In the event of early termination of this Agreement under clause 6.1 above, the Contractor shall

provide the database to JOGMEC within 15 days of the adjusted payments being made.

 

7. Limitations of Liability; Third Party Claims; Disclaimer

7.1. Neither the Contractor nor any of its subsidiaries or affiliates nor one of their respective officers,

employees, representatives, agents or subcontractors (each an “Indemnitee”) shall have any

liability to JOGMEC on account of the Agreement unless such liability shall have been the result

of fraud, negligence, breach of contract or willful misconduct on the part of such Indemnitee.

Without in any way limiting the foregoing, JOGMEC agrees to indemnify and hold harmless

each Indemnitee from any claim or loss, liability, expense and cost including but not limited to

court costs and legal fees arising out of or related to any dispute in connection with this

Agreement, except in so far as such claim, loss, liability, expense or cost results from the fraud,

negiligence or wilful misconduct of such Indemnitee. JOGMEC further agrees that this Section

7.1 shall survive the termination of this Agreement for any reason.

 

7.2. UNDER NO CIRCUMSTANCES SHALL ANY INDEMNITEE BE LIABLE FOR INDIRECT,

SPECIAL OR PUNITIVE DAMAGES OR LOSS, on account of any claim arising from or in

connection with or otherwise relating to the Agreement, whether on the basis of negligence, tort,

breach of contract, misrepresentation, indemnity or otherwise.

7.3. This Agreement is made exclusively for the benefit of the Parties to it and does not confer any

rights on any third party.

7.4. The Contractor will use reasonable commercial efforts to comply with any date for updating of

the database or any portion thereof, but any such date shall only constitute a statement of

expectation and shall not be binding. Failure to complete the database or any portion thereof by a

 4particular date shall not constitute a breach of contract, provided the Reports (or the relevant part

of the Reports) are completed to the reasonable satisfaction of JOGMEC within fourteen (14)

days of notification by JOGMEC to the Contractor. The Contractor shall not be liable for any loss,

cost or damage, direct or indirect, caused by any such permitted delay and in no case shall delay

be a ground for terminating the Agreement.

 

 8. Variation

No variation of this Agreement shall be effective unless it is in writing signed by and on behalf of

both of the Parties. The expression “variation” as used in the preceding sentence includes, but is

not limited to supplement, deletion or replacement, however effected. Variation of this

Agreement cannot be effected via email.

 

9. Waiver

The rights and remedies of either Party shall not be affected by any failure to exercise or delay in

exercising any right or remedy or by the giving of any indulgence by such Party except a specific

waiver or release in writing and any such waiver or release shall not prejudice or affect any other

rights or remedies of such Party. No single or partial exercise of any right or remedy by either

Party shall prevent any further or other exercise thereof or the exercise of any other right or

remedy by such Party.

 

10. Notices

10.1. Any notice or other communication required or permitted to be given under this Agreement:

10.1.1. shall be in writing in the English language; and

10.1.2. shall be left at the address of the addressee or sent by pre-paid post, recorded delivery or

courier to the address of the addressee or sent by facsimile to the facsimile number of the

addressee in each case which is specified in this clause in relation to the Party to whom

the notice is addressed, and marked for the attention of the person so specified, or to such

other address or facsimile number, and/or marked for the attention of such other person,

as the relevant Party may from time to time specify by notice given in accordance with

this clause. Email is not an appropriate medium for notices or other communications

required or permitted to be given under this Agreement.

 

The relevant details of each party at the date of this Agreement are:

 JOGMEC

Address: Japan Oil, Gas and Metals National Corporation

 1-2-2 Hamada, Mihama-ku Chiba-city 261-0025 Japan

Facsimile: +81-43-276-9258

Attention: Katsuhiko Bando

Development and Production Division

Survey and Technology Department

Oil & Gas Upstream Technology Unit

 

Contractor [ ]

Address: [ ]

Facsimile: [ ]

Attention: [ ]

 

10.2. In the absence of evidence of earlier receipt, any notice or other communication shall take effect

from the time that it is deemed to be received in accordance with sub-clause 10.3 below.

10.3. Subject to sub-clause 10.4 below, any notice or other communication is deemed to be received:

10.3.1. in the case of a notice left at the address of the addressee, upon delivery at that address;

10.3.2. in the case of a posted/couriered letter, on the third day after posting/couriering or, if

posted/couriered to or from a place outside Japan, the seventh day after

posting/couriering; and,

10.3.3. in the case of a facsimile, on production of a transmission report from the machine from

which the facsimile was sent which indicates that the facsimile was successfully sent in

its entirety to the facsimile number of the recipient provided that a confirmatory copy of

such facsimile shall have been sent by post/courier in accordance with sub-clause 10.1

above within 24 hours of transmission.

10.4. Any notice or other communication received or deemed to be received in accordance with

sub-clause 10.3 above on a day which is not a Business Day or after 5pm on any Business Day

according to local time in the place of receipt, shall be deemed to be received on the next

following Business Day.

10.5. For the purpose of this clause, “Business Day” shall mean a day not being a Saturday on which

commercial banks are generally open for business in both Tokyo, Japan and the place where the

notice or other communication is received.

10.6. Each Party undertakes to notify the other Party by notice served in accordance with this clause if

the address specified herein is no longer an appropriate address for the service of notice.

 

11. General

11.1. Except with the prior written consent of the Contractor, JOGMEC shall not solicit the employment of

any employee of the Contractor until not less than one (1) year has elapsed from the payment of the

final invoice for the services provided under this Agreement.

11.2. Except with the prior written consent of JOGMEC, the Contractor shall not solicit the employment of

any employee of JOGMEC until not less than one (1) year has elapsed from the payment of the final

invoice for the services provided under this Agreement.

11.3. The Contractor may engage third party consultants or subcontractors, including but not limited to

companies with which the Contractor may have an alliance, to perform the services under this

Agreement in whole or in part on behalf of the Contractor, with the prior written consent of JOGMEC,

which consent shall not be unreasonably withheld or delayed, provided the Contractor shall remain

responsible for such performance.

 

12. Governing Law

 This Agreement shall be governed by and construed in accordance with the laws of Japan.

 

13. Language

This Agreement is entered into in the English language. Should there be any discrepancy

between this Agreement and any translation of it into any language other than English, the

original English text shall prevail.

 

14. Disputes and Arbitration

14.1. All disputes, controversies or differences which may arise between the Parties, out of or in

relation to or in connection with this Agreement shall be finally settled by arbitration in Tokyo in

accordance with the Commercial Arbitration Rules of the Japan Commercial Arbitration

Association.

14.2. The language to be used in the arbitral proceedings shall be English.

14.3. The number of arbitrators shall be three (3).

 

JOGMEC and the Contractor shall execute this Agreement in duplicate and retain one copy each.

 

15. DISCLOSURE OF THIS AGREEMENT

 7JOGMEC may disclose the following information regarding this agreement on the JOGMEC Japanese

website (www.jogmec.go.jp).

 (a) the title of the contract

 (b) the date of the contract

 (c) the name and address of company

 (d) the value of the contract

 

IN WITNESS WHEREOF this Agreement is signed on the date first written above.

 

SIGNED:

 

 __________________________________________________

For and on behalf of Japan Oil, Gas and Metals National Corporation

Koichi SUGIYAMA

Executive Director, Member of the Board

Oil & Gas Upstream Technology Unit

 

 

SIGNED:

 

__________________________________________________

 For and on behalf of [ ]

[ ]

[ ]