Etude sur l'impact environnemental et plan de gestion
Within 3 months of the effective date, PC. (Timor Sea 06-102) Ltd., KG (Timor Sea 06-102) Ltd., Samsung Oil & Gas (Timor Sea 06-102) Ltd., and LG (Timor Sea 06-102) shall submit to Timor Sea Designated Authority, for its approval, plans in regard to the protection of the environment (including the marine environment and the atmosphere and the prevention of pollution), in order to reduce the risks to the personnel and the environment so they are as low as reasonably practicable. The plans shall be reviewed annually and amended from time to time as may be necessary to ensure its continuing compliance with good oil field practice.
PC. (Timor Sea 06-102) Ltd., KG (Timor Sea 06-102) Ltd., Samsung Oil & Gas (Timor Sea 06-102) Ltd., and LG (Timor Sea 06-102) (Timor Sea 06-102 companies) shall carry out petroleum operations, and shall procure that they are carried out, in a proper, efficient and workmanlike manner, and in accordance with the Code, this Agreement and Good Oil Field Practice.
In particular, Timor Sea 06-102 companies shall carry out petroleum operations, and procure that they are carried out to:
- protect the environment, ensure that petroleum operations result in minimum ecological damage or destruction, and clean up pollution;
- ensure the safety, health and welfare of persons in or about the petroleum operations;
- on the earlier of either the termination of this agreement or when no longer required for petroleum operations abandon, decommission, transfer, remove and/or dispose of all structures, facilities, installations, equipment and other property, clean up the contract area and make it good and safe, and protect the environment, to the satisfaction of the Timor Sea Designated Authority.
- control the flow and prevent the waste or escape of petroleum, water or any product used in or derived by processing petroleum;
- prevent the escape of any mixture of water or drilling fluid with petroleum or any other matter;
- prevent damage to petroleum-bearing strata in or outside the contract area;
- prevent water or any other matter entering any reservoir through wells in the contract area, except when required by, and in accordance with, the development plan and good oil field practice;
- minimize interference with navigation and fishing; and
- remedy in a timely fashion any damage caused to the environment.
Timor Sea 06-102 companies shall clean up pollution resulting from petroleum operations to the satisfaction of the Designated Authority, and meet the costs of so doing to the extent done by anyone else (including the Timor Sea Designated Authority).
Except with the consent of Timor Sea Designated Authority, or in an emergency, Timor Sea 06-102 companies shall not flare petroleum.
The Timor Sea Designated Authority may require, at PC. (Timor Sea 06-102) Ltd., KG (Timor Sea 06-102) Ltd., Samsung Oil & Gas (Timor Sea 06-102) Ltd., and LG (Timor Sea 06-102) (Timor Sea 06-102 companies)'s cost, an independent audit (starting, except in the case of manifest error or fraud, within 24 months after the end of the calendar year, and concluding within 12 months of this start) of Timor Sea 06-102 companies’books and accounts relating to this agreement for any calendar year. Timor Sea 06-102 companies shall forward a copy of the independent auditor's report to the Timor Sea Designated Authority within 60 days following the completion of the audit. There shall be a period of at least 12 months between independent audits except in the case of manifest error or fraud.
The Timor Sea Designated Authority may inspect and audit (by itself or as it directs), and at its own cost, Timor Sea 06-102 companies’books and accounts relating to this agreement for any calendar year (starting within 24 months after the end of the calendar year, and concluding within 12 months of this start).
Timor Sea 06-102 companies shall fully and expeditiously assist and cooperate with audits.
Partage de production - Eléments de "Profit Oil" (critères pour la modification du partage, - TRI, facteur "r", niveau de production, etc.)
Any petroleum not taken by as royalty or recoverable cost petroleum shall be shared as 40% by the Timor Sea Designated Authority and 60% by Timor Sea 06-102 companies.
Partage de production - Eléments de "Cost Oil" (base de calcul, limites sur le recouvrement des coûts, e.g. comme % des revenues ou de la production, crédit d'investissement, etc.)
In each calendar year, PC. (Timor Sea 06-102) Ltd., KG (Timor Sea 06-102) Ltd., Samsung Oil & Gas (Timor Sea 06-102) Ltd., and LG (Timor Sea 06-102) shall take and receive the following shares of every grade and quality of petroleum as and when it is delivered at the field export point: 95%, but not more than is equal in value to recoverable costs for the calendar year concerned.
In each calendar year, Timor Sea Designated Authority shall take and receive 5% of every grade and quality of petroleum as and when it is delivered at the field export point:
PC. (Timor Sea 06-102) Ltd., KG (Timor Sea 06-102) Ltd., Samsung Oil & Gas (Timor Sea 06-102) Ltd., and LG (Timor Sea 06-102) shall take reasonable steps to comply with the proposals which accompanied its application in respect of training, employment and the acquisition of goods and services (such proposals are specifically listed at Annex D), and shall with due regard to occupational health and safety requirements, give preference in employment in petroleum operations to nationals and permanent residents of Timor-Leste.
PC. (Timor Sea 06-102) Ltd., KG (Timor Sea 06-102) Ltd., Samsung Oil & Gas (Timor Sea 06-102) Ltd., and LG (Timor Sea 06-102) (Timor Sea 06-102 companies) shall take reasonable steps to comply with the proposals which accompanied its application in respect of training, employment and the acquisition of goods and services (such proposals are specifically listed at Annex D), and shall give persons based in Timor-Leste a real opportunity to compete for delivery of goods and services, provided they are offered on competitive terms and conditions.
Except with the consent of Timor Sea Designated Authority, Timor Sea 06-102 companies shall draw to the attention of suppliers based in Timor-Leste and Australia, in such manner as Timor Sea Designated Authority agrees, all opportunities for the provision of goods and services for petroleum operations.
All invitations to tender made for the purpose of procuring goods and services shall be published in 2 of the newspapers with broadest circulation in Timor-Leste and Australia or as agreed with Timor Sea Designated Authority.
From time to time, if requested by Timor Sea Designated Authority, Timor Sea 06-102 companies shall submit details of goods and services actually procured both from suppliers based inside and outside Timor-Leste and Australia.
PC. (Timor Sea 06-102) Ltd., KG (Timor Sea 06-102) Ltd., Samsung Oil & Gas (Timor Sea 06-102) Ltd., and LG (Timor Sea 06-102) shall take reasonable steps to comply with the proposals which accompanied its application in respect of training (such proposals are specifically listed at Annex D).
PC. (Timor Sea 06-102) Ltd., KG (Timor Sea 06-102) Ltd., Samsung Oil & Gas (Timor Sea 06-102) Ltd., and LG (Timor Sea 06-102) (Timor Sea 06-102 companies) shall provide for third party access to the structures, facilities, installations, equipment and other property within the contract area on reasonable terms and conditions. Timor Sea 06-102 companies shall use all reasonable efforts to negotiate a satisfactory agreement for third party access, and where mutual agreement cannot be reached, the Timor Sea Designated Authority after consultation with the joint commission, shall set the terms for such third party access after taking into account internationally accepted principles, good oil field practice and operational requirements and standards.
In contract years 1, 2 and 3 mentioned below, PC. (Timor Sea 06-102) Ltd., KG (Timor Sea 06-102) Ltd., Samsung Oil & Gas (Timor Sea 06-102) Ltd., and LG (Timor Sea 06-102) (Timor Sea 06-102 companies) shall carry out an exploration
work program and budget of not less than the amount of work specified for these contract years below:
Years 1-3:
Data Evaluation: Interpretation and reprocessing of new and existing seismic data. Systematic review of the
hydrocarbon potential of the contract area through integrated geological, geophysical, structural, geochemical and other studies.
Survey: Acquisition and processing of a minimum of 300 square kilometers of 3D full-fold high quality seismic.
Wells: 3 exploration wells to a depth regarded as sufficient by Timor Sea Designated Authority to fully investigate all exploration prospects of the chosen location.
In contract years 4 and 5 mentioned below, and unless Timor Sea 06-102 companies have relinquished all
of the contract area before the start of the 4th contract year, the Timor Sea 06-102 companies shall carry out an
exploration work program and budget of not less than the amount of work specified for these contract years below:
Years 4-5:
Data Evaluation: Interpretation of new and existing seismic data. Systematic review of the hydrocarbon potential of the contract area through integrated geological, geophysical, structural, geochemical and other
studies.
Surveys: Acquisition and processing of a minimum of 100 square kilometers of new 3D full-fold high quality
seismic data.
Wells: 1 exploration well to a depth regarded as sufficient by Timor Seas Designated Authority to fully investigate all exploration prospects of the chosen location.
In contract years 6 and 7 mentioned below, and unless the Timor Seas 06-102 companies have relinquished all
of the contract area before the start of the contract year concerned, the Timor Seas 06-102 shall carry out such
exploration work program and budget of not less than the amount of work specified for these contract years:
Years 6-7:
Data Evaluation: Interpretation of new and existing seismic data. Systematic review of the hydrocarbon potential of the contract area through integrated geological, geophysical, structural, geochemical and other
studies.
Surveys: Acquisition and processing of 100 square kilometers of new 3D full-fold high quality seismic data.
Well: 1 exploration well to a depth regarded as sufficient by Timor Sea Designated Authority to fully
investigate all exploration prospects of the chosen location.
If a dispute arises between the Timor Sea Designated Authority and PC. (Timor Sea 06-102) Ltd., KG (Timor Sea 06-102) Ltd., Samsung Oil & Gas (Timor Sea 06-102) Ltd., and LG (Timor Sea 06-102) (Timor Sea 06-102 companies) relating to the interpretation and performance of this agreement and relevant provisions of the treaty and the code, the parties shall attempt to resolve that dispute by means of negotiation. If such a dispute cannot be resolved by negotiation within a period of 90 days, either party may submit that dispute to arbitration.
Arbitration shall be conducted in accordance with the Rules of Arbitration of the International Chamber of Commerce (ICC). The place of arbitration shall be Singapore. The language of the arbitration shall be English.
The majority decision of the arbitrators shall be final and binding on the parties. An award made may be enforced in any court having jurisdiction for the purpose.
Both the Timor Sea Designated Authority and Timor Sea 06-102 companies waive any claim to sovereign immunity which they may have, both as to process and execution. The obligations of the parties under the agreement shall continue pending the resolution of any matter submitted to arbitration.
Except with the consent of the designated authority, or as required by law or the rules of a recognized stock exchange, PC. (Timor Sea 06-102) Ltd., KG (Timor Sea 06-102) Ltd., Samsung Oil & Gas (Timor Sea 06-102) Ltd., and LG (Timor Sea 06-102) (Timor Sea 06-102 companies) may not sell or disclose any such data, information and records without the consent of the government or as otherwise provided in this agreement.
Except as otherwise provided in this agreement or with the consent of Timor Sea 06-102 companies, the Timor Sea Designated Authority shall not publicly disclose or, other than for the purpose of the administration of the treaty or the code, or as otherwise required by the treaty or the code or for the purpose of the resolution of disputes under this agreement, make available to any person, any data or information until the earlier of:
(i) 5 years after the data or information was acquired by Timor Sea 06-102 companies; and
(ii) this agreement ceasing to apply;
Except with the consent of the Timor Sea Designated Authority, and in accordance with the conditions (if any) of the consent, Timor Sea 06-102 companies shall not disclose the data or information other than:
(i) to its employees, agents, contractors and affiliates to the extent necessary for the proper and efficient carrying on of petroleum operations;
(ii) as required by law;
(iii) for the purpose of the resolution of disputes under this agreement; or
(iv) as required by a recognized stock exchange.
Timor Sea 06-102 companies shall procure that a person to which the disclosure is made maintains the data and information disclosed to it confidential.
Except with the consent of Timor Sea 06-102 companies, the Timor Sea Designated Authority shall not publicly disclose or, other than for the purpose of the administration of the treaty or the code, or as otherwise required by the treaty or the code or for the purpose of the resolution of disputes under this agreement, make available to any person, any data or information submitted to it by Timor Sea 06-102 companies which:
(i) is a trade secret of, or other data and information the disclosure of which would, or could reasonably be expected to, adversely affect, Timor Sea 06-102 companies in respect of its lawful business, commercial or financial affairs; and
(ii) was clearly marked as such when it was submitted to the Timor Sea Designated Authority.
Without prejudice to sub-paragraph 13.7(a)(i):
(i) the Timor Sea Designated Authority may, at any time and from time to time, serve notice on Timor Sea 06-102 companies requiring it to show cause, within the time specified for the purpose in the notice, why information should still be considered a trade secret or other information as mentioned in that paragraph; and
(ii) if Timor Sea 06-102 companies does not show cause within that time, the data and information shall no longer be a trade secret.
This agreement shall be governed by and construed in accordance with the laws of England without regard to principles of conflicts of law which would otherwise direct the laws of another jurisdiction to be applied.