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MIRIPRAVO.RU
, , lexmercatoria
1999

E3.2a. ( ) (The Accounting Procedure (Schedule to Joint Operating Agreement))


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SECTION I - DEFINITIONS AND PURPOSE
2 BANK ACCOUNTS, CASH CALLS AND ADVANCES
3 ACCOUNTING RECORDS
4 BILLING STATEMENTS AND SCHEDULES
5 MONTHLY CASH RECONCILIATION
6 INVENTORIES OF MATERIAL
6.1 PERIODIC INVENTORIES, NOTICE AND REPRESENTATION
6.2 RECONCILIATION AND ADJUSTMENT OF INVENTORIES
6.3 SPECIAL INVENTORIES
7 ADJUSTMENTS
8 AUDITS
9 BUDGETING, FORECASTING AND REPORTING
10 COST CONTROL
11 MODIFICATION AND REVISIONS

SECTION II - CHARGEABLE EXPENDITURE
1. LICENCE PAYMENTS
2 PERSONNEL AND OVERHEAD COSTS
2.1 PERSONNEL
2.1.1 TIMEWRITERS
2.1.2 NON-TIMEWRITERS
2.1.3 AMOUNTS TO BE CHARGED FOR TIMEWRITERS
3 EXPENSES INCURRED BY PERSONNEL
4 MATERIAL
4.1 GENERAL
4.2 MATERIAL PURCHASED FROM THIRD PARTIES
4.3 MATERIAL TRANSFERRED FROM THE OPERATOR OR ANY OF ITS AFFILIATES
4.4 WARRANTY OF MATERIAL
5 TRANSPORT
6 SERVICES
6.1 SERVICES PROVIDED BY NON-OPERATORS AND THIRD PARTIES
7 DAMAGE AND LOSSES
8 LEGAL EXPENSES
9 TAXES
10 INSURANCE AND CLAIMS
11 FIELD EXPENSES
12 OTHER TYPES OF EXPENDITURE

SECTION III - RECEIPTS
1 GENERAL
2 DISPOSAL OF MATERIAL
2.1 GENERAL
2.2 MATERIAL PURCHASED BY THE PARTICIPANTS
2.3 MATERIAL PURCHASED BY THE PARTICIPANTS AND OTHERS
2.4 ALTERNATIVE METHODS OF DISPOSAL
3 DISPOSAL OF JOINT PROPERTY OTHER THAN MATERIAL
4 SERVICES PROVIDED TO THIRD PARTIES OR INDIVIDUAL PARTICIPANTS BY THE OPERATOR ON BEHALF OF THE PARTICIPANTS
4.1 GENERAL
4.2 MAJOR SERVICE
4.3 SERVICES OTHER THAN A MAJOR SERVICE
4.4 PRIORITIES
5 MATERIAL RETURNED TO THE OPERATOR'S WAREHOUSE FROM THE JOINT OPERATIONS

SECTION IV - BUDGETARY FORECASTING AND REPORTING PROCEDURE
1 BUDGET PREPARATION
1.1 EXPLORATION, APPRAISAL AND PRODUCTION BUDGETS
1.2 DEVELOPMENT BUDGETS
2 BUDGET APPROVAL
3 BUDGET REVIEW AND AMENDMENT
4 BUDGET APPROVAL AND AFE APPROVAL
5 SUBDIVISION OF BUDGETS FOR APPROVAL BY AFE AND FOR CONTROL
6 AUTHORISATION FOR EXPENDITURE
7 COMMITMENT REPORT
8 CASH FORECASTS
9 COST CONTROL REPORTS
11 CASH RECONCILIATIONS
12 PRODUCTION REPORT
13 REVIEW AND AMENDMENT

SECTION V - COST CONTROL PROCEDURES

SECTION VI - REPORTING FORMS

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3. ACCOUNTING RECORDS

3.1 The Operator shall open and maintain such separately identifiable accounting records as may be necessary to record in a full and proper manner all Advances received by the Operator from the Participants and all expenditure incurred and all receipts obtained by the Operator in connection with the Joint Operations.

3.2 The Joint Account shall be maintained in (Sterling). Advances made by the Participants, expenditures and receipts in currencies other than Sterling shall be translated into Sterling using translation rates in accord with the Operator's standard translation practice, a copy of which will be provided to the Participants on request.

Where expenditure is made in any currency other than Sterling and is met out of Advances made in Sterling, the sum charged to the Joint Account shall be the actual cost in Sterling of the other currency purchased. Any gain or loss resulting from the reconversion of any part of such currency to Sterling shall be for the Joint Account.
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iii. () . - " " i ii, . 2.3. , . 2.7., () , . , () . 25 .
5 MONTHLY CASH RECONCILIATION

5.1 At the end of each Month the Operator shall prepare a reconciliation (a "Cash Reconciliation") consisting of a statement in each currency in which Advances have been made of:

i. the total of Advances received in such currency during the Month and the balance, if any, brought forward from previous Months;

ii. the total of cash payments, net of receipts other than interest, made in such currency by the Operator during the Month as reflected in the Billing Statement for such Month and the net transfers, if any, during the Month to other currencies held for the Joint Account; and

iii. the balances per the joint bank account(s) at the Month end.

If any Cash Reconciliation shows a difference between i and ii above, the Operator shall, subject to giving notice as required under paragraph 2.3 and to the extent that such difference has not been, or will not be, repaid under the provisions of paragraph 2.7, adjust the amounts in the Advance or Advances next due for payment, and, if part of such difference still remains, shall take such part into account in fixing the amount of Advances in subsequent Cash Calls. The Cash Reconciliation for any Month shall show separately the funds employed at the end of such Month on value added tax and other taxes recoverable by the Operator for the benefit of the Participants. The Cash Reconciliation shall be sent by the Operator to the Participants within twenty five (25) days following the end of each Month.
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8 AUDITS

8.1 All the Non-Operators shall have the right to audit the accounts and records of the Joint Account for each Year including the Billing Statements and Billing Schedules relating thereto and to obtain all necessary information for such purposes, before the end of the twenty fourth (24th) Month following the end of such Year. The Non-Operators shall give at least thirty (30) days notice to the Operator of their intention to conduct an audit. The right of audit includes the right of access at all reasonable times during normal business hours to all accounts and records, pertaining to the Joint Account, maintained by the Operator and its Affiliates. The Operator may require that audits of accounts and records pertaining to the Joint Account maintained by Affiliates of the Operator, other than any Affiliates of the Operator which are conducting a substantial part of the Joint Operations on behalf of the Operator, be conducted either by the Operator's statutory auditors working to the instruction of the Non-Operators (provided such appointment is accepted by the statutory auditors), or by an external auditor of international standing, to be appointed by the Non-Operators. (At the request of the Non-Operators, the fixed percentage rates for administrative overhead to be applied pursuant to paragraph 2 of Section II will be subject to audit. Such audit shall be conducted by the Operator's statutory auditors working to the instruction of the Non-Operators.) The Operator shall use its best endeavours to obtain audit rights for all Non-Operators in all contracts of a "cost plus" nature entered into by the Operator on behalf of the Participants.
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SECTION II - CHARGEABLE EXPENDITURE

Subject to the limitations hereinafter set out, and to other relevant provisions of the Agreement, the Operator shall charge the Joint Account with the following items of expenditure insofar as they relate to and are necesary for the Joint Operations:

1. LICENCE PAYMENTS

Licence rentals and Licence fees of whatever nature paid by the Operator on behalf of the Participants in connection with the Joint Operations.

2 PERSONNEL AND OVERHEAD COSTS

Actual cost of salary and related benefits of all personnel who work on the Joint Operations.
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2.1 PERSONNEL

2.1.1 Timewriters

Those personnel designated as Timewriters who work on the Joint Operations under the direct control of the Operator will maintain time sheets for the purpose of charging salary and related benefits direct to the Joint Account. Time sheets will record time worked on the Joint Operations and all other operations whether such personnel are engaged full time or part time on the Joint Operations and will show the time worked on the various projects and other classifications of cost to enable personnel costs to be allocated to AFEs and shown separately within each AFE for Budget and cost control purposes.
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4 SERVICES PROVIDED TO THIRD PARTIES OR INDIVIDUAL PARTICIPANTS BY THE OPERATOR ON BEHALF OF THE PARTICIPANTS

4.1 General

Services using Material, other Joint Property, facilities, expertise or other resources available to the Joint Operations may be rendered to third parties or individual Participants as provided in this paragraph 4, except that in no instance shall the provision of such services jeopardize, hinder or unreasonably interfere with the Joint Operations or any Sole Risk Project.
















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