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A technical services agreement is a legal document that outlines how a service provider and client will work together. For example, it can define the scope of work, payment terms, deadlines, etc. Technical service agreements are used in a variety of business partnerships.
Technical service agreements are standard in web design projects where a project manager works with a client to create an agreement that meets their needs and requirements for the website they want to be developed.
Below is a list of common sections included in Technical Services Agreements. These sections are linked to the below sample agreement for you to explore.
TECHNICAL SERVICES AGREEMENT
DATED effective as of the Effective Date.
JED OIL INC. , an Alberta corporation (" JED ")
ENTERRA ENERGY CORP. , an Alberta corporation (" Enterra ")
WHEREAS JED, Enterra and JMG Exploration, Inc. have entered into an Amended and Restated Agreement of Business Principles dated effective August 1, 2004, which contemplates that Enterra and JED will enter into a Technical Services Agreement for JED to provide certain administrative, management and technical services in connection with the operation and management of the Enterra Group and their respective assets, and for Enterra to provide office space under Enterra’s current lease and certain other business machines, software, equipment and office supplies;
NOW THEREFORE THIS AGREEMENT WITNESSES THAT, in consideration of the premises and the respective covenants and agreements hereinafter set forth in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged the Parties do covenant and agree with one another as follows:
ARTICLE 1
INTERPRETATION
The following words and phrases have the following meanings when used herein:
" Acquisition " means an acquisition by any member of the JED Group, Enterra Group or JMG Group of oil and gas properties, or shares of a corporation out of the ordinary course of such entity's business;
" Acquisition Costs " means all costs and expenses incurred by a member of the JED Group, Enterra Group or JMG Group in making any Acquisition including, without limitation, the net purchase price paid for such an Acquisition, brokers' fees, commissions, costs of registration of conveyances of title, and costs of consultants, lawyers, landmen, engineers and other technical advisors;
" Affiliate " means any Person which:
controls either directly or indirectly a Party;
is controlled directly or indirectly by such Party; or
is directly or indirectly controlled by a Person;
which directly of indirectly controls such Party, or a related person, where "control" means the power, direct or indirect, of one Person to direct or cause the direction of the management on policies of another, whether by contract, through voting securities or otherwise;
“ Applicable Laws " means the mandatory applicable provisions of any law, by-law, statute, regulation, rule, ordinance, policy, order or directive enacted or issued by any governmental or regulatory body or other duly constituted public authority (whether legislative, administrative or executive);
" BOE " means the number of barrels of crude oil and crude oil equivalent, determined on the basis that 6 mcf of natural gas is equivalent to one barrel of crude oil and one barrel of natural gas liquids is equivalent to one barrel of crude oil;
" Business Day " means a day, other than a Saturday, Sunday or statutory holiday, when banks are generally open in the City of Calgary, in the Province of Alberta, for the transaction of banking business;
" Confidential Information " means any and all information (whether written electronic or verbal) acquired by JED in the course of providing the JED Services hereunder, including information acquired prior to the execution of this Agreement, which shall include, without limiting the generality of the foregoing, all financial information, engineering reports, geological information, well data, prospect data, compilations, cross-sections and Seismic Data (both raw and processed data) which is or may be either applicable to or related in any way to the assets, business or affairs of any member of the Enterra Group and their respective Affiliates and which would logically be considered confidential in view of its relationship to the whole disclosure together with analyses, compilations, data studies or other documents prepared by a party containing or based upon, in whole or in part, information acquired by JED hereunder;
" Effective Date " means the 1 st day of January, 2004;
" Enterra Acquisition Costs " means all costs and expenses incurred by a member of the Enterra Group in making any Acquisition including, without limitation, the net purchase price paid for such an Acquisition, brokers' fees, commissions, costs of registration of conveyances of title, and costs of consultants, lawyers, landmen, engineers and other technical advisors;
" Enterra Assets " means the combined assets held directly or indirectly by all of the members of the Enterra Group;
" Enterra Capital Expenditures " means with respect to any period, all of the costs (including any costs reimbursed to Enterra or Enterra Partnership by the Trust) respecting the drilling, completion, equipping, abandonment or recompletion of Wells, the construction, acquisition or installation of gathering systems, batteries, plants, pipelines or other facilities, or any other operations or activities undertaken in respect of the Enterra Assets, acquisition costs of Enterra Assets acquired from time to time and all other costs relating to Enterra Assets that are "capital costs" under generally accepted accounting principles and are accrued during such period, but excluding Acquisition Costs;
“ Enterra Financing Costs " means all costs and expenses incurred by a member of the Enterra Group in raising capital, by either equity or debt financing, including without limitation, brokers' fees, banking fees, commissions, costs of regulatory compliance, and costs of consultants, lawyers, landmen, engineers and other technical advisors;
“ Enterra Group ” means, at any time, Enterra, Enterra Partnership, the Trust and all subsidiaries or Affiliates of Enterra now owned or acquired in the future, which at the Effective Date are Enterra Energy Partner Corp. and the Enterra Energy Commercial Trust;
" Enterra Partnership " means the Enterra Production Partnership, a general partnership created under the laws of the Province of Alberta;
" Enterra Production " means, for any period, all of Enterra's production of Petroleum Substances from the Enterra Assets measured as BOE;
“ Enterra Pro Rata Share ” means, for any period, the percentage which is the average of the percentage which the Enterra Production bears to Total Production for such period and the percentage which the Enterra Capital Expenses bears to Total Capital Expenditures for such Period;
" Enterra Services " means those services to be provided by Enterra to JED hereunder, as more particularly described in Section 2.6;
" Financing Costs " means all costs and expenses incurred by a member of the JED Group, Enterra Group, or JMG Group in raising capital, by either equity or debt financing, including without limitation, brokers' fees, banking fees, commissions, costs of regulatory compliance, and costs of consultants, lawyers, landmen, engineers and other technical advisors;
" General and Administrative Expenses " with respect to any period, means all general and administrative costs and expenses incurred by JED in such period that are reasonably and necessarily incurred by the Parties in connection with the management and administration of the business and affairs of the JED Group, the Enterra Group or the JMG Group, or the ownership, operation and maintenance of the JED Assets, the Enterra Assets or the JMG Assets, including, without limitation, costs and expenses incurred in respect of accounting, bookkeeping, rent and other leasehold expenses, land administration, engineering, travel, telephone, data processing, reporting, executive and management time and salaries, but excludes Acquisition Costs and Financing Costs;
" JED Assets " means the combined assets held directly or indirectly by all of the members of the JED Group;
" JED Capital Expenditures " means with respect to any period, all costs respecting the drilling, completion, equipping, abandonment or recompletion of Wells, the construction, acquisition or installation of gathering systems, batteries, plants, pipelines or other facilities, or any other operations or activities undertaken in respect of the JED Assets, acquisition costs of JED Assets acquired from time to time and all other costs relating to JED Assets that are "capital costs" under generally accepted account principles and are accrued during such period, but excluding Acquisition Costs;
“ JED Group ” means, at any time, JED and all subsidiaries or Affiliates of JED now owned or acquired in the future, which at the Effective Date is JED Oil (USA) Inc.;
" JED Production " means, for any period, the cumulative production of Petroleum Substances allocated to any member of the JED Group from the JED Assets measured as BOE [without any reference to any obligations to the Trust];
“JED Pro Rata Share” means, for any period, the percentage which is the difference between the Enterra Pro Rata Share for such period and 100%;
" JED Services " means those services to be provided by JED to Enterra hereunder, as more particularly described in Section 2.2;
“JMG/JED Technical Services Agreement ” means the Technical Services Agreement dated effective January 1, 2004 between JED and JMG Exploration, Inc.;
“ JMG Acquisition Costs ”, “ JMG Assets ”, “ JMG Capital Expenditures ”, “ JMG Financing Costs ” “ JMG Group ” and “ JMG Production ” have the meanings ascribed to those terms in the JMG/JED Technical Services Agreement, which are the same meanings with respect to the JMG Group as such terms have in this Agreement with respect to the JED Group and the Enterra Group;
" Month " means an accounting month;
" Parties " means, collectively, JED and Enterra and "Party" refers to either of the Parties;
" Person " means any individual, body corporate, partnership (limited or general), trust, trustee, executor or similar official, government agency or authority or other entity;
" Petroleum Substances " means petroleum, natural gas, crude bitumen and related hydrocarbons, and any other substances, whether gaseous, liquid or solid, and whether hydrocarbons or not, (including, without limitation, sulphur) which might be produced in association therewith, or any of them, or any constituent of any of them;
" Seismic Data " means all records, books, documents, licences, reports and data and all sale, trading and reproduction rights associated with the seismic including, without limitation:
all permanent records of basic field data including, but not limited to, any and all microfilm or paper copies of seismic driller's reports, monitor records, observer's reports and survey notes and any and all copies of magnetic field tapes or conversions thereof;
all permanent records of the processed field data including, but not limited to, any and all microfilm or paper copies of shot point maps, pre- and post-stacked record sections including amplitude, phase and structural displays, post-stack data manipulations including filters, migrations and wavelet enhancements and any and all copies of final stacked tapes and any manipulations and conversions thereof; and
in the case of 3D seismic, in addition to the foregoing, all permanent records or bins locations, bin fold, static corrections, surface evaluations and any other relevant information;
" Total Capital Expenditures " means the aggregate of JED Capital Expenditures, Enterra Capital Expenditures and JMG Capital Expenditures for such period;
" Total Production " means the aggregate of JED Production, Enterra Production and JMG Production;
" Trust " means the Enterra Energy Trust, a trust formed in accordance with the laws of the Province of Alberta;
" Wells " means all wells which form part of the Enterra Assets, the JED Assets or the JMG Assets, as applicable.
In this Agreement, unless otherwise expressly stated:
references to "herein", "hereby", "hereunder", "hereof" and similar expressions are references to this Agreement and not to any particular section, subsection or schedule;
references to an "Article", "Section", "subsection", "clause" or "Schedule" are references to an Article, Section, subsection, clause or Schedule of or to this Agreement;
references to dollar amounts are references to Canadian dollar amounts;
words importing the singular shall include the plural and vice versa, words importing gender shall include the masculine, feminine and neuter genders;
words and phrases which are not defined herein but which have a generally accepted meaning in the custom and usage of the oil and gas industry in Western Canada as at the date hereof shall be given such generally accepted meaning;
the use of headings is for convenience of reference only and shall not affect the construction or interpretation hereof; and
time is of the essence.
This Agreement expresses and constitutes the entire agreement between the Parties with respect to the services to be provided by the Parties, and supersedes any previous agreements or understandings with respect thereto. This Agreement may be amended only by written instrument executed by both Parties.
ARTICLE 2
ENGAGEMENT AND APPOINTMENT