Form of Joint Operation Agreement, , to Purchase this doc, visit this link: https://sdkpermit.company.site/products/Joint-Operation-Agreement-Template-English-p524974907

1. JOINT OPERATION AGREEMENT
This Joint Operation Agreement is made on ..................................in ................,
between:
(1) PT ________________ (“ X ”).
And
(2) PT _________________ (“ Y ”).
(collectively referred to as the “Parties” and individually as the “Party”.
Alternatively collectively referred to as “Consortium”)
Recitals
(A) ‘ X ‘ is a Shipping Company providing Ship Chartering, Shipping Agency,
Ship management, and On-Shore Logistic Provider to the Indonesia Oil &
Gas Industry.
(B) ‘ Y ‘ and its group of companies are engaged in the business of Oil & Gas
and support services particularly in systems design, Engineering,
Procurement, Installation, Commissioning and Operation (EPICO), project
management and construction and are owner-operators of Floating
Production Storage and Offloading (FPSO) and Floating Storage and
Offloading (FSO) facilities.
(C) ‘ Z ‘ (hereinafter referred to as “Client”), the operator of an oil and gas field
located at _______________, offshore Indonesia, intends to open to the
public via tender bidding for the provision of a “Permanent” LPG-FSO
facility for the field and the operation and maintenance (hereinafter
referred to as “O&M”) services for the LPG-FSO in the ________ field
(hereinafter referred to in entirety as “Project”).
(D) Pursuant to Clause 2.2 and Clause 6 of the Consortium Bidding
Agreement signed between the Parties on _______________, the Parties
hereto agree to finalize and execute this Agreement regulating the
cooperation between the Parties as a Consortium whereby ‘ X ‘ acts as
Consortium Leader, while ‘ Y ‘ as Partner for Operational, Technical and
Financial matters will act as Executing Partner; in the event the Parties are
successfully awarded the Contract.

2. IT IS HEREBY AGREED as follows:
1. Definition and Interpretation
1.1 Definition
In this Agreement, the following words and expressions shall, except
where the context otherwise requires, have the following meanings
ascribed to them:
‘ X ‘ means PT ________________
‘ Y ‘ means ‘ PT _______________ ‘
Client means ‘ Z ‘
Contract means the agreements to be executed between Client and the
Parties for the performance and delivery of the Project.
Conversion means all activities necessary for provision of the LPG-FSO
including but not limited to Engineering, Procurement,
Installation & Commissioning (EPIC) in accordance to the
Contract; until full acceptance of the LPG-FSO by the Client.
Pre-
Conversion means matters and activities that are related to the selection,
identification and acquisition of a suitable Vessel to be
converted (Conversion) in order to undertake the obligations of
the Project as stated in the Contract.
Proposal means the offer to Client together with the Technical
specification and any amendments or modifications thereto
which may subsequently be offered to the Client in respect of
the Project.
Project means the Provision of the “Permanent” LPG-FSO facility for
the oil and gas field and the O&M services for the LPG-FSO in
the ______________field, offshore Indonesia.
LPG-FSO means an LPG floating storage and offloading facility
converted in accordance with the requirements of the
Contract.

3. Time Charter
Period means the duration of the Time Charter which is ten (10) years
plus six (6) annually renewable options of the Client to extend
the Time Charter Period until the completion of the Project.
Time
Charter means all activities necessary for the Operation and
Maintenance of the LPG-FSO and related services in
accordance with the Time Charter Contract.
Vessel means a suitable seagoing vessel meeting the requirements of
the Contract to be selected and acquired (Pre-Conversion) by
the ‘ Y ‘ and be utilized for Conversion.
1.2 Interpretation
In this Agreement, unless the context otherwise requires:
1.2.1 words denoting the singular number shall include the plural and vice
versa;
1.2.2 words denoting individuals shall include corporations and vice
versa;
1.2.3 where any word or expression id defined in this Agreement, the
definition shall extend to all grammatical variation and cognate
expressions of the word or expression so defined;
1.2.4 headings and the table of contents are for convenience only and
shall not affect the interpretation, construction and implementation
hereof;
1.2.5 references to clauses, recitals, Appendices are references to
clauses, recitals and Appendices to this Agreement;
1.2.6 references to clauses shall be read in the case of sub=clauses,
paragraphs and sub-paragraphs as being references to sub-
clauses, paragraphs and sub-paragraphs as may be appropriate;
1.2.7 references to any document or agreement shall be deemed to
include references to such document or agreement as amended,
novated, supplemented or replaced from time to time;

4. 1.2.8 references to either party shall include its successors-in-title and
permitted legal assigns;
1.2.9 words denoting any gender shall include all genders;
1.2.10 any reference to an “amendment” includes any variation, deletion
or addition and “amend” and “amended” shall be construed
accordingly.
2. Objectives
2.1 For the purposes of this Agreement, the Parties agree:
(a) to be regulated by this Agreement in respect of executing the
Project; and
(b) to undertake the duties and the responsibilities identified for both
parties for the implementation and execution of the Project.
3. Obligations of the Parties as Consortium Partners
3.1 It is hereby agreed that the roles and responsibilities of ‘ X ‘ are as follows;
(a) to lead the business development and marketing effort with respect to
the Project;
(b) to lead the activities by having, maintaining and make available all
Indonesian Authorities requirement such as licenses, annual account
statements, tax account etc. and advising on relevant local interests,
practices, contracts and requirements;
(c) to liaise with the appropriate Indonesia Authorities and directing,
channeling and expediting communication with the relevant parties;
(d) to administer execution of the Contract fulfilling Contract requirements
and any other Instrument, agreement or documentations required for
purposes of execution and implementation of the Project in accordance
with the understanding within this Agreement;
(e) to assist where necessary and to carry out specific services outlined
below for O&M of the LPG-FSO facility, on competitive consideration
basis:

5. i. Marine Operations Manpower
ii. Marine Maintenance Manpower
iii. Other Manpower Supply
iv. Class Survey
v. Catering
vi. Onshore Supply Base
vii. Offshore Support Vessel
(f) to provide technical and competitive commercial input for their relevant
scope as identified in Clause 3.1(e) above; and
(g) to carry out any other duties as mutually agreed by the Parties hereto
from time to time.
3.2 It is further agreed that the roles and responsibilities of ‘ Y ‘ are as follows:
(a) to carry out necessary business development and marketing effort with
respect to the Project;
(b) to have full authority to execute Parties’ obligation to the Client during
the Pre-Conversion and Conversion phase of the Project in
accordance with the terms and conditions of the Contract;
(c) to secure the bid bond and performance bond to be issued for the
Project as required by Client;
(d) to make proper arrangements for securing necessary funding up to
Conversion phase;
(e) to lead the management and administration of the Project;
(f) to be responsible for O&M and to provide technical & management
support for the LPG-FSO facility throughout the Contract period per
below details;
i. Overall Operations Management
ii. Asset Integrity & Maintenance Management
iii. Contracts & Procurement
iv. Engineering & Technical Support
v. QHSE, Finance & Logistics
(g) to transfer technology owned and utilized by ‘ Y ‘ in respect of the
Project;

6. (h) to bear any and all costs, expenses, taxes and any funding
requirements in relation to the Project;
(i) to indemnify ‘ X ‘ from any loses and liabilities and to provide a
minimum profit for ‘ X ‘ ;
(j) to give priority to ‘ X ‘ to perform its obligation as regulated under
Clause 3.1 (e); and
(k) to carry out any other duties as mutually agreed by the Parties hereto
from time to time.
4. Pre-Conversion
4.1 The Parties agree that upon successful award of the Contract for the
Project, ‘ Y ‘ shall immediately either directly or through its nominee
corporation identify, select and acquire a Vessel for purposes of
Conversion into an LPG-FSO.
4.2 ‘ Y ‘ shall execute Parties’ obligation in relation to Pre-Conversion and
Conversion wherein such obligation includes without limitation to the
following:
(a) specify, advise and determine all technical and commercial
requirements relating to the identification, selection and acquisition of
Vessel during the Pre-Conversion phase;
(b) specify, advise and determine all technical and commercial
requirements relating to Conversion including but not limited to the
location and selection of a reputable shipyard; and
(c) secure and obtain funds to finance the Pre-Conversion and
Conversion.
4.3 Upon completion of Conversion, ‘ Y ‘ shall transfer or cause to be
transferred the ownership of the LPG-FSO to a newly incorporated
company in Indonesia with at least 51% shares held by Indonesia
shareholders which in this case not being ‘ X ‘ . The transfer value of the
LPG-FSO shall include all costs and expenses incurred by ‘ Y ‘ for Pre-
conversion and Conversion including financing costs.
4.4 Parties agree that the transfer value shall be paid and effected through an
assignment of proceeds of the Contract to either ‘ Y ‘’s nominated
corporation (hereinafter referred to as ”SPC’’) or SPC’s bank or financier,
as instructed by ‘ Y ‘.

7. 4.5 Parties acknowledge that the proceeds of the Contract are greater than
the transfer value of the LPG-FSO and that the Parties hereto shall avail
to itself sufficient operating expenses for purposes of Project execution.
As such, SPC or its bank or financier shall endeavor to formulate a
remittance structure of the proceeds in the assignment instrument or
agreement.
5. (THIS ARTICLE HAS BEEN LEFT BLANK)
6. Management Committee
6.1 The Management Committee shall be the body which will oversee
implementation of the Project of which identified roles are as follows:
(a) to sign the Conversion Contract with the Client;
(b) to sign or execute any instrument or agreement to effect assignment
of contract proceeds to SPC or its bank or financier;
(c) to deliberate and give unanimous approval to the total of profits to be
disbursed to the Parties, in accordance to Clause 7.1 below.
6.2 Each Party shall nominate two (2) senior member and one (1) alternate
member to represent the Party in the Management Committee. The
Parties shall have the right to remove and/or substitute their nominees and
shall give to the other Party advance notice of the same. The nominees
shall also be signatories for the Consortium bank account.
6.3 ‘ Y ‘ nominated member shall be appointed the Chairman of the
Management Committee. The Chairman shall preside over all
Management Committee meetings.
6.4 Unless agreed otherwise unanimously by the Management Committee,
the Management Committee shall meet at least once every six (6) months
or more frequently at the request, either physically or via electronic
communication, of any Management Committee member.
6.5 The agenda for each meeting shall be forwarded to the members at least
seven (7) business days prior to the date of the Management Committee
meeting by the Chairman.
6.6 In case of urgency, whereby a matter requiring urgent consideration by the
Management Committee arises, the Chairman may waive the
requirements of notice period and the circulation of agenda to such extent
as would be consistent with the urgency and for consideration of the
matter by the Management Committee.

8. 6.7 The meetings of the Management Committee shall be held either in
Jakarta or in Kuala Lumpur on rotation basis whereby the first Committee
Meeting shall be held in Jakarta followed by Kuala Lumpur for the second
meeting and so on.
7. Remuneration
7.1 In consideration of the Parties’ roles and responsibilities, it is hereby
agreed that at the conclusion of each annual fiscal reporting period, any
profits payable to the Parties after having deducted all applicable
deductions, payments to be made and the like to be borne by the
Consortium, shall be disbursed as follows:
‘ X ‘ 10%
‘ Y ‘ 90%
7.2 Upon completion of the Time Charter, and upon the sale of the Vessel in
the open market at a value duly determined by a professional valuer, ‘ Y ‘
shall caused to be paid the sum of ten percent (10%) of the net proceeds
of sale to ‘ X ‘ .
8 Covenants by the Parties
8.1 Both ‘ X ‘ and ‘ Y ‘ shall fulfill their obligations set out in Clause 3 of this
Agreement.
8.2 In respect of the bid bond secured and facilitated by ‘ Y ‘ for the Project as
per clause 3.2 (c) above, ‘ X ‘ covenants that it shall act in the best
interest of the parties in performing its obligation and shall not act in any
manner detrimental to or in any way cause the bid bond for the Project to
be forfeited by the Client.
8.3 On the overall, each Party undertakes and covenants to act in the best
interest of the other Party in performing their respective obligations
hereunder and shall use utmost good faith not to act in any manner that
may be detrimental to the other Party.
8.4 ‘ Y ‘ shall not default in its obligations to ‘ X ‘ herein and shall not abandon
the Project and/or remove the Vessel from the Project site prior to the
completion of the Time Charter Contract.
8.5 ‘ Y ‘ shall bear all risks of the Project, be it technical, financial or
otherwise.
9. Exclusivity

9. 9.1 The cooperation between the Parties hereto shall be based on the
principle of mutual exclusivity.
9.2 Save and except for the arrangement expressly made between the
Parties, none of the Parties hereto shall either directly nor indirectly tender
for the Project in combination with any third party.
10. Indemnification
10.1 In view of ‘ Y ‘ as the Executing Partner carrying out all works to be
performed under the Contract, ‘ Y ‘ shall indemnify ‘ X ‘ against any claim,
action, claim, proceeding or demand against ‘ X ‘ by the Client or any third
party and all damages, loss, costs and expenses incurred or sustained by
‘ X ‘ howsoever and whatsoever which ‘ X ‘ may sustain or incur arising
out of or resulting from any omission, failure or breach in the performance
of the Contract.
11. Assignment
11.1 Upon the successful award of the Contract to the Consortium and subject
to the provisions of the Contract and approval by the Client, ‘ X ‘ and ‘ Y ‘
may at its discretion assign the whole or any part of their rights and
obligations to any of their subsidiaries or related company, newly
incorporated or otherwise, in order to carry out the obligations under the
Contract in a more efficient or effectual manner or otherwise for purpose
of compliance with any relevant laws, rules or regulations governing the
Contract and the performance thereof.
12. Confidential Information
12.1 The technical and commercial information exchanged between the Parties
in respect to this Agreement shall be regarded and treated as confidential.
The Parties shall make use of such information exclusively for the
purposes of preparing the Proposal and all matters leading to the award of
the Contract and thereafter for the performance of the Contract only. Save
and except for the same, the information exchanged cannot be used
and/or disclosed to any third party for any other purpose.
12.2 Each Party agrees to limit disclosure of the technical and commercial
information only to those among its employees and/or agents who need to
use it for the purpose of this Agreement and to advise each of those
employees and/or agents of their confidentiality obligations hereunder and
shall be consequently responsible for the compliance with such
confidentiality obligations by its employees and/or agents.

10. 12.3 No Party shall provide any information under this Agreement to any third
Party nor undertake any action which may adversely affect the other Party
without the prior consent of the other Party.
12.4 The obligation of each Party under this Clause 12 shall continue
notwithstanding the termination of this Agreement but shall cease to apply
to any information going into the public domain otherwise than by a breach
by any such party of any such obligation, provided that nothing herein
shall prevent any party from disclosing any such information to the extent
required by law or in connection with legal proceedings arising out of this
Agreement.
13. Relationship of Parties
13.1 The Parties shall cooperate on an exclusive basis as Consortium partners
in respect of the Contract in order to achieve the objectives set out in this
Agreement.
13.2 Both Parties undertake to observe the utmost good faith and warrant in their
dealings with each other that they shall not do anything which might
prejudice or detract from the rights, assets or interest of the other Party.
13.3 Save as expressly agreed otherwise, neither Party nor any of its
respective agents, employees, independent contractors or representatives
shall be considered as an agent, employee or representative of the other
Party for any purpose whatsoever or have any authority to make the
agreement or commitment for any other Party or to incur any liability or
obligation in the other Party’s name or on its behalf.
13.4 During the term of this Agreement, no Party will support any other
proposal nor submit any bid in connection with the Project with any third
party either directly or indirectly by way of a partnership, consortium, joint
bid or as a subcontractor, except by mutual prior written agreement
between the Parties.
14. Warranty & Liability
14.1 If any specification, drawing, data or other information submitted by either
Party to the other Party in relation to the Project turns out to be incorrect
or insufficient, the Party providing such information shall promptly correct
and/or deliver such information.
14.2 In the case of a claim against ‘ Y ‘ by a third party in relation to the Project,
‘ Y ‘ shall be responsible for the claim and shall hold harmless and
indemnify ‘ X ‘ with respect to such claim.

11. 14.3 Notwithstanding Clause 10.1 and Clause 14.2 above, it is hereby
expressly agreed that the liability of the Parties to the Client for the due
fulfillment of all duties, obligations and responsibilities under the Contract
shall be joint and several and the Contract with the Client shall be
executed by both Parties on such basis.
15. Duty to Disclose
15.1 During the continuance of this Agreement, ‘ X ‘ shall immediately upon
becoming aware of the same, notify ‘ Y ‘ in writing of any litigation,
investigation, arbitration or proceeding before any court or governmental
regulatory agency or claim affecting ‘ X ‘ which could materially impair the
ability of ‘ X ‘ to carry on its business as now conducted or have a material
adverse affect on ‘ X ‘ .
15.2 Upon receipt of notification of any such litigation, investigation, arbitration
or proceeding before any court or governmental regulatory agency or
claim affecting ‘ X ‘ , both Parties shall mutually agree on the necessary
action to be taken to safeguard the interests of the Parties to avoid and/or
minimize the effect of the same on the Contract.
16. Governing Law & Arbitration
16.1 This Agreement shall be governed by and construed in accordance with
the laws of the Republic of Indonesia.
16.2 All disputes arising out of or in connection with this Agreement which
cannot be solved amicably by the Parties shall be referred the Indonesian
Board of Arbitration (“BANI”) for arbitration. The Parties agree that the
number of arbitrators shall be three (3). The expense of arbitration shall be
borne in accordance with the determination of the arbitrators with respect
to the Agreement. The decision or award by BANI shall be final and
binding. The costs of enforcement, if any, of any arbitration award shall be
borne by the Party against which the BANI award was issued.
16.3 The Parties expressly waives the following provisions of Law No. 30 of
1999 regarding Arbitration and Alternative Dispute Resolution (Arbitration
Law).
(a) To the extent applicable, the applicability of Article 73 paragraph (b) of
the Arbitration Law is hereby expressly and irrevocably waived, so that
the appointment of arbitrators shall not terminate within a specified
time and the mandate of the arbitrator shall remain in effect until a final
arbitration award has been issued.

12. (b) All provisions of Indonesian laws and regulations that would otherwise
give the right to appeal against the decision of the arbitral panel to any
court or other tribunal is expressly waived;
(c) The applicability of Article 48 paragraph (1) of the Arbitration Law is
hereby expressly waived and the Parties agrees that the arbitration
proceedings need not be completed within a specified time period.
17. Miscellaneous
17.1 This Agreement shall take effect on the date entered into on the first page
of this Agreement irrespective of the diverse dates upon which the
respective Parties may have executed this Agreement and shall terminate
on the occurrence of the following whichever is the earlier:
(a) upon all sums due by the Client under the Contract have been paid
and until any and all obligations and/or liabilities (including guarantee
and warranty obligations) of this Agreement as well as under the
Contract, have been finally fulfilled or settled, as the case may be; or
(b) by mutual consent of the Parties.
17.2 All costs of and incidental to the preparation of this Agreement shall be
borne equally by the Parties hereto but each Party shall be responsible to
bear its own solicitors’ fees.
17.3 Any individual provision of this Agreement which is or becomes invalid or
any omission to provide for any subject matter, shall not affect the validity
of the remaining provisions of this Agreement. In such cases, the Parties
shall seek effective solutions as closely as possible approximating the
invalid provision.
17.4 Any waiver on the part of either Party hereto of any right or interest shall
not imply the waiver of any other right or interest or any subsequent
waiver.
17.5 Notwithstanding anything herein contained neither party will be liable to
the other for any breach or failure to perform any of its obligations under
this Agreement where such breach failure is caused directly or indirectly
by war, civil commotion, hostilities, strikes, lockouts, acts of God,
governmental regulations or directions or the action or omission or
purported action or omission of any governmental authority, or any other
cause or causes beyond that party’s reasonable control, whether similar to
any of the foregoing or not, but if either party is or is likely to be, affected
by any such cause it will immediately notify the other party of the

13. occurrence of the relevant event and will use all reasonable endeavors to
overcome or mitigate the effects thereof.
17.6 This Agreement is exclusively for the benefit of the Parties hereto and shall
not vest any benefits or rights in, or create any obligations or duties
towards, any third party.
17.7 Save as provided in this Agreement, neither party shall assign or delegate
any or all its rights or obligations under this Agreement to any third party
without the prior written consent of the other.
17.8 Both Parties shall execute and do and procure all other persons or
companies, if necessary, to execute and do all such further deeds,
assurances, acts and things as may be reasonably required so that full
effect may be given to the terms and conditions of this Agreement.
17.9 This Agreement shall be binding upon each Party, their respective
successors and permitted assigns, and shall inure to the benefit of each
Party and their respective successors and/or permitted assigns.
17.10 This Agreement shall be signed and executed in both English and Bahasa
Indonesia language and in the event of any conflict between the two
languages, the Bahasa Indonesia version shall prevail.
17.11 Any amendment, variation, revocation, cancellation, substitution or waiver
of or addition or supplement to, any of the provisions of this Agreement
shall be effective only if it is in writing and signed by both of the Parties.
Any amendments, addendum, variation of this Agreement shall be an
integral and inseparable part of this Agreement.
17.12 Notices
Any notice to be given under the terms of this Agreement shall be served
by sending the same by registered mail or fax to the following addresses:
‘ X ‘
Tel : ................................
Fax : ................................
Attn : Business Director
‘ Y ‘
Tel : ................................
Fax : ................................
Attn : ................................

14. **THE REMAINDER OF THIS PAGE HAS BEEN LEFT BLANK**
Execution
IN WITNESS WHEREOF the Parties hereto have caused this Agreement to be
signed in the manner hereinafter appearing.