MASTER AGREEMENT FOR GOODS AND SERVICES CW NO.

Transcription

1 MASTER AGREEMENT FOR GOODS AND SERVICES CW NO. This Master Agreement for Goods and Services ( Agreement ), effective ( Effective Date ), is made by and between Hess Corporation ( Company ), a Delaware corporation, with an office at Hess Tower, 1501 McKinney, Houston, Texas 77010, and ( Contractor ), a [State of Formation] [Type of Business Entity, e.g., limited liability company], with an office located at. Company and Contractor may be referred to herein individually as a Party and collectively as the Parties. WHEREAS, Company is engaged in the oil and gas business, including exploring for and producing oil, gas, and other minerals, for itself and for the account of others; WHEREAS, from time to time, Company desires to contract with one or more independent contractors for the performance of the Services; and WHEREAS, Contractor is in the business of performing the Services and desires to perform the same for Company in accordance with the terms and conditions of this Agreement; NOW, THEREFORE, for a good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. Contents. This Agreement is comprised of the following: (a) (b) (c) This document; Annex I (Special Terms and Conditions); and Annex II (General Terms and Conditions), including Exhibits A - I. 2. Terms and Conditions. This Agreement is made subject to Company s General Terms and Conditions ( General Terms ), attached as Annex II, as modified by the Special Terms and Conditions ( Special Terms ), attached as Annex I. 3. Defined Terms. Capitalized and other defined terms used in this Agreement shall have the meanings given such terms in the General Terms or as elsewhere defined in this Agreement. 4. Goods and Services. The Goods to be supplied and the other Services to be performed are described in Schedule 1 of the relevant Commercial Order (or if there is no Commercial Order, the relevant Purchase Order), subject to the requirements contained therein and this Agreement. Company may, from time to time, request other Goods and Services, subject to Contractor s agreement to provide same. The provision of such other Goods and Services shall be governed by the relevant terms of this Agreement. 5. Compensation. The rates and prices for the Goods and/or Services are described in Schedule 2 of the relevant Commercial Order (or if there is no Commercial Order, the relevant Purchase Order). Master Agreement for Goods and Services (Domestic 2/1/2014) Page 1 of 6

2 6. Notices. Any and all notices required or permitted to be given hereunder (each, a Notice ) shall be in writing and delivered by courier, U.S. Mail, or electronic mailing, to the Party to be notified at the address as set forth below, unless the Order specifies a different address for Notice purposes. A Notice shall be deemed given when received by the Party to be notified; provided, however, that a Notice received after 5:00 p.m. (local time at receiving Party s location) or on a non-business Day shall be deemed to be given the following Business Day; provided, further, that if a Notice cannot be given after reasonable effort at such address, such Notice shall be deemed constructively given three (3) days after being deposited in the U.S. Mail, postage prepaid. Company: Hess Corporation Global Supply Chain Contractor: Attention: Telephone: Attention: Telephone: A Party shall designate any changes to its contact information with ten (10) days prior Notice to the other Party. 7. Annexes and Exhibits. The following Annexes and Exhibits are attached to and made a part of this Agreement: Annex I Annex II Special Terms and Conditions General Terms and Conditions Exhibit A Affiliates Exhibit B Insurance Requirements Exhibit C Ethical Business Practices Exhibit D Human Rights, Social Responsibility, and Business Integrity Exhibit E Search and Seizure Policy Exhibit F Environment, Health, and Safety Requirements Exhibit G Lifting and Cargo Carrying Unit (CCU) Standards Exhibit H Federal Contractor Requirements Exhibit I Quality Project Management Standards 8. Counterpart Execution. This Agreement may be executed in any number of counterparts and each such counterpart shall be deemed an original of this Agreement for all purposes, but shall not be effective until every Party has executed at least one counterpart. Each counterpart shall constitute an original of this Agreement, but all the counterparts shall together constitute one and the same instrument. Master Agreement for Goods and Services (Domestic 2/1/2014) Page 2 of 6

3 9. Execution by Facsimile/PDF. This Agreement may be executed and delivered by facsimile or similar electronic means (including Adobe Portable Document Format (PDF) and the like) and the Parties agree that such execution and delivery shall have the same force and effect as delivery of an original document with original signatures and that each Party may use such signatures as evidence of the execution and delivery of this Agreement by the Parties to the same extent that an original signature could be used. [Signature Page Follows] Master Agreement for Goods and Services (Domestic 2/1/2014) Page 3 of 6

4 IN WITNESS WHEREOF, the authorized representatives of the Parties have executed this Agreement on the day of, 201, but effective as of the Effective Date. [Contractor Name] By: Name: Title: Hess Corporation By: Name: Title: Master Agreement for Goods and Services (Domestic 2/1/2014) Page 4 of 6

5 MASTER AGREEMENT FOR GOODS AND SERVICES ANNEX I SPECIAL TERMS AND CONDITIONS [NOTE: Modifications to the General Terms and Conditions, as well as Exhibit B, shall be noted in Annex I (Special Terms and Conditions). The other exhibits are Company policies and are not subject to negotiation. A bridging document shall be used to coordinate Exhibit F with Contractor s EHS policies.] Master Agreement for Goods and Services (Domestic 2/1/2014) Page 5 of 6

6 MASTER AGREEMENT FOR GOODS AND SERVICES ANNEX II GENERAL TERMS AND CONDITIONS (Domestic) including EXHIBITS A THROUGH I (ATTACHED AS A PDF DOCUMENT) Master Agreement for Goods and Services (Domestic 2/1/2014) Page 6 of 6