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The contracting parties the administrator the secretary of state for trade and industry


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7.Confidentiality and Notices


The Contracting Parties hereby agree that:

(1)All information disclosed hereunder (including all disclosures made in respect of any Execution Document) shall be treated as confidential and shall be subject to such rights and obligations of confidentiality as would apply (mutatis mutandis) as if such rights and obligations of confidentiality were those of the applicable Petroleum Agreements and such information was disclosed thereunder;

(2)Notwithstanding Clause 7(3), the provisions of each Existing Operating Agreement relating to the giving and receiving of notices and other communications under the Existing Pre-emption Arrangements shall apply (mutatis mutandis) to this Master Deed in relation to the giving and receiving of notices and other communications under this Master Deed in relation to the New Pre-emption Arrangements; and

(3)T

he following provisions shall apply in relation to the giving and receiving of notices and other communications under this Master Deed in respect of the New Transfer Arrangements:

(a)For the purposes of this Master Deed any communications to be made among all or any of the Contracting Parties and/or the Administrator shall be in writing and shall be sufficiently made if sent by pre-paid mail (or recorded delivery, facsimile transmission, or by delivering the same by hand) to the addresses and contact details of such Contracting Party or Administrator detailed in Schedule 1 or such other address, telephone number or facsimile number as may be notified to and subsequently published by the Administrator from time to time;

(b)In the case of a Contracting Party notifying the Administrator of such change of address and/or contact details, the Administrator shall notify all other Contracting Parties of such change;

(c)Subject to Clause 7(3)(d), notices shall be deemed to have been received in accordance with the following:

(i)If delivered by hand - at the time of the delivery; and

(ii)If delivered by facsimile transmission - at the time shown on the transmission confirmation report; and

(iii)If sent by pre-paid registered mail or recorded delivery – at the time of receipt;

(d)If the time of such deemed receipt is after 5.00 pm on any Business Day at the place of receipt, or occurs on any day which is not a Business Day, notice shall be deemed to have been received at 10.00 am on the first Business Day thereafter;

(e)Save as otherwise notified to the Administrator from time to time, notices to any Contracting Party shall be marked for the attention of the Company Secretary and/or the Legal Department.

8.Third Party Rights


Save as specifically set out in Clause 5(4) and as otherwise specifically set out in this Master Deed, no Person other than a Contracting Party or the Administrator may acquire or exercise rights under or enforce this Master Deed by reason of the Contracts (Rights of Third Parties) Act 1999.

9.Governing Law


This Master Deed shall be governed by and construed in accordance with English law and each Contracting Party and the Administrator and the Secretary of State irrevocably agrees that the courts of England shall have exclusive jurisdiction in relation to any claim, dispute or difference concerning this Master Deed and any matter arising in respect of this Master Deed.

10.Counterparts


This Master Deed may be executed in any number of counterparts and by the Contracting Parties, the Administrator and the Secretary of State on separate counterparts each of which when executed and delivered shall be an original but all the counterparts together shall constitute one and the same instrument.

11.Further Provisions

(1)The Contracting Parties, the Administrator and the Secretary of State recognise that this Master Deed is intended to have long term effect and is made in the context of (among other things), the Petroleum Agreements and the Acts as in force and effect as at the Effective Date and:

      1. events or circumstances (such as any change in or implementation of any law, licence or regulation or any order, direction or act of any government entity with which a Contracting Party, the Administrator or the Secretary of State is required to comply) may render a Contracting Party, the Administrator or the Secretary of State unable to perform its obligations or exercise its rights under this Master Deed or will make such performance or exercise materially different from that envisaged as at the Effective Date and it is accordingly agreed that the chairman of the ad hoc legal committee of the United Kingdom Offshore Operators’ Association, the Secretary General of the United Kingdom Offshore Operators’ Association and any representative appointed from time to time for such purpose by the Non-Operators’ Forum may meet together with the Administrator and (if he wishes to be present) the Secretary of State to discuss such matters with the purpose of reviewing the nature and effect of this Master Deed in the circumstances prevailing from time to time and with the intention that the nature and effect of this Master Deed as at the Effective Date may be maintained over time and whether by amendment of this Master Deed or otherwise; and

(a)in the event that any of the Contracting Parties shall cease to be a party to all Petroleum Agreements by reason of which it is a party to this Master Deed then (unless otherwise agreed by all other Contracting Parties) such Person shall cease to be a party to this Master Deed; and

(i)the appointment and delegation in respect of the Administrator pursuant to Clause 5 shall cease to have effect (mutatis mutandis) in respect of such Person; and

(ii)such cessation shall be without prejudice to the continuation of all and any liabilities accrued under this Master Deed prior to such cessation; and

(b)in the event that any Person shall wish to become a Contracting Party to this Master Deed after the Effective Date then (unless otherwise agreed by all Contracting Parties), the Administrator (on behalf of the Contracting Parties) shall enter into a Deed of Adherence in the form and substance of that set out in Schedule 4 and the appointment and delegation in respect of the Administrator pursuant to Clause 5 shall apply (mutatis mutandis) in relation to the entry into such Deed of Adherence.

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