Association of International Petroleum NegotiatorsJune 2006MODEL FORM INTERNATIONAL STUDY AND BID GROUP AGREEMENTDISCLAIMERThis model contract has been prepared only as a suggested guide and may not contain all of the provisions that may be required by the parties to an actual agreement. This model contract has not been endorsed by the Association of International Petroleum Negotiators (AIPN) or by any members of the AIPN. Use of this model contract or any portion or variation thereof shall be at the sole discretion and risk of the user parties. Users of the model contract or any variation thereof are encouraged to seek the advice of legal counsel to ensure that the final document reflects the actual agreement of the parties. The AIPN disclaims any and all responsibilities or liability whatsoever for loss or damages that may result from use of this model contract or portions or variations thereof. All logos and references to the AIPN must be removed from this model contract when used as an actual agreement. AIPN 20062006 Study and Bid Group Agreement1MODEL FORM INTERNATIONAL STUDY AND BID GROUP AGREEMENT(1)_AND(2)_AGREEMENT RELATING TO PARTICIPATING IN THESTUDY AREA: .2006 Study and Bid Group Agreement2THIS AGREEMENT is effective as of the _ day of _, 20_ among: , a company incorporated in _ _, (hereafter “ “); and, a company incorporated in _ _, (hereafter “ “). WHEREAS,The Parties believe acreage in the Study Area may become available; and, The Parties deem it necessary to enter into this Agreement to (i) jointly pursue the grant or award of exploration, development, and/or production rights in the Study Area; and, (ii) share acquisition costs and minimize the individual risks, expenses, and investments related to the evaluation, exploration and/or development of acreage that may be acquired.In consideration of the premises set out above and provisions set out below, the Parties agree as follows:ARTICLE 1 DEFINITIONS AND INTERPRETATION1.1 Definitions. As used in this Agreement, the following words and terms shall have the meaning ascribed to them below:“Affiliate” means a legal entity that Controls, is Controlled by, or is Controlled by an entity that controls a Party. “Agreed Interest Rate” means interest compounded on a monthly basis, at a fluctuating rate per year equal to the one (1) month term, London Interbank Offered Rate (LIBOR rate) for U.S. dollar deposits, as published in London by the Financial Times, or if not published by the Financial Times, then by The Wall Street Journal, plus _ percent (_%), applicable on the first Business Day before the due date of payment and after such date on the first Business Day of each succeeding one (1) month term. If such rate is contrary to any applicable law, the rate of interest to be charged shall be the maximum rate permitted by the applicable law. “Agreement” means this document, together with the Exhibits attached to this document, and any extension, renewal, novation or amendment of this document agreed to in writing by the Parties.“Application” means any application or bid for a Government Contract concerning the Study Area made by the Participating Parties under this Agreement. 2006 Study and Bid Group Agreement3“Application Costs” means all actual costs incurred by Operator to carry out the Work in the preparation and submission of an Application, including transportation, living, communication, courier, reproduction costs and wages and salaries of personnel directly engaged in, or attributable to, the Work.“Application Date” means ALTERNATIVE 1 TO BE SELECTED IN CASE A BID PROCEDURE HAS BEEN PUBLISHED the last date on which any Application must be submitted under the Bid Procedure. ALTERNATIVE 2 TO BE SELECTED IN CASE A BID PROCEDURE HAS NOT BEEN PUBLISHED the following date: _.“Bid Area” means an area for which an Application is made under the terms of this Agreement.OPTION TO BE SELECTED IF A BID PROCEDURE HAS BEEN PUBLISHED“Bid Procedure” means the bid procedure published by _specify name in the _specify publication on the_day of_, 20_, as amended from time to time.“Budget” means the budget for the Work attached as Exhibit C and any budget that has been approved by the Parties.OPTION TO BE SELECTED IF ALTERNATIVE 2 UNDER ARTICLE 8 IS CHECKEDincluding Negotiation Costs. “Business Day” means a Day on which the banks in _ specify country are customarily open for business.“Commercial Terms” means ALTERNATIVE 1 TO BE SELECTED IF THE GOVERNMENT HAS ANNOUNCED SELECTION CRITERIA2006 Study and Bid Group Agreement4those terms that the Government has indicated will be used to evaluate the appli