exv10w34



 





Exhibit 10.34




SERVICES AGREEMENT



This Agreement is entered into by and between General Atomics, a California corporation (“GA”) and
Oceanic Exploration Company, a Delaware corporation (“Oceanic”), and is effective August 1, 2007
(the “Effective Date”). GA and Oceanic are individually referred to herein as a “Party” and
collectively as the “Parties”.




RECITALS



WHEREAS, Oceanic wishes GA to provide it with consulting services and GA is willing to provide such
services.



NOW THEREFORE, in consideration of the promises, mutual covenants and agreements herein contained,
the Parties hereto agree as follows:





	 	1.	 	Scope of Services. GA shall provide consulting services in coordinating
various activities in support of Oceanic efforts regarding the East Timor Project. The
services shall be performed by Mr. Karsten Blue. GA may not use any other personnel to
perform services under this Agreement without the written approval of Oceanic.
	 
	 	2.	 	Term. This Agreement shall commence as of the Effective Date and shall remain
in effect until terminated by either Party in accordance with the Termination provision set
forth in Paragraph 10 below.
	 
	 	3.	 	Consideration/Payment. Labor-related costs, including salary and fringe
benefits, incurred in the performance of services identified in Paragraph 1 shall be billed
at a fixed monthly amount of $6,500.00. Non-labor related costs, including travel,
required in the performance of services identified in Paragraph 1 shall be billed at actual
cost plus a fixed handling fee of 2.5%. Payments to GA for services rendered will be both
due and payable in full no later than 30 days after the invoice date. All payments made
pursuant to this Agreement will be in U.S. Dollars and will be made via check to the
address designated on the GA invoice.
	 
	 	 	 	The Parties acknowledge that the $6,500.00 fixed monthly amount provided for, herein, shall
be reviewed annually. That amount may be adjusted by mutual agreement between the parties.
	 
	 	4.	 	Limitation of Liability. Each Party hereto shall use its reasonable efforts in
the performance of its obligations under this Agreement; and, provided it has done so,
shall not be liable to the other Party for any loss or damage of whatever nature sustained
by the other Party, as a result of such performance. The provision of this Paragraph 4
shall apply notwithstanding any conflicting provision(s) of any other agreement and to the
full extent permitted by law and regardless of fault.
	 
	 	5.	 	Standards and Remedies. If the performance of any tasks by GA under this
Agreement was not in accordance with that which could be reasonably expected, Oceanic will
give GA prompt notice and GA will, if practicable at that time, re-perform the
non-complying portion of the work in accordance with the terms of this Agreement. Such
re-performance by GA





 









 






	 	 	 	shall be Oceanic’s exclusive remedy and shall be GA’s sole obligation. GA shall not be
responsible for the use of or the inability to use any information furnished in conjunction
with the work performed hereunder.
	 
	 	 	 	THE EXPRESS UNDERSTANDING AND THE REMEDY SET FORTH IN THIS PARAGRAPH 5 ARE EXCLUSIVE AND NO
WARRANTIES OR REMEDIES OF ANY KIND, WHETHER STATUTORY, WRITTEN, ORAL, EXPRESSED OR IMPLIED,
INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USAGE SHALL
APPLY.
	 
	 	6.	 	Conflict of Interest.  If in rendering services hereunder either Party at any
time has reason to believe that such services may involve matters as to which the
respective interests of the Parties may be in conflict, the Party which first becomes aware
of the potential conflict of interests shall immediately advise the other Party and call
attention to any possible means by which such conflicts may be reconciled and eliminated.
	 
	 	7.	 	Action by the Parties. Neither Party hereto shall be responsible for the acts
or omissions of the other Party’s employees, contractors, subcontractors, or agents and,
except as may be otherwise stated in a separate agreement, neither Party shall be liable
for any property damage or personal injury caused by any act or failure to act by such
employees, contractors, subcontractors or agents of the other Party.
	 
	 	8.	 	Assignment. The delegating or assigning by either Party hereto of any or all
of its duties or rights hereunder may be made only with the written consent of the other
Party.
	 
	 	9.	 	Applicable Law. The rights and obligations of the Parties hereto shall be
interpreted in accordance with and governed in all aspects by the laws of the State of
Delaware.
	 
	 	10.	 	Termination. Either Party hereto may terminate this Agreement at any time by
providing notice in writing at least thirty (30) calendar days in advance of the effective
date of such termination. Paragraph 4 and Paragraph 7 shall survive termination of this
Agreement as long as is permitted by law. Notwithstanding the above, this Agreement shall
terminate immediately upon the termination of Mr. Karsten Blue’s employment with General
Atomics.
	 
	 	11.	 	Notices. Notices under this Agreement will, until further notice, be in
writing and will be sent by facsimile followed by courier mail to the respective Parties at
the addresses below:





	 	 	 	 	 
	 

	 	Oceanic:
	 	Oceanic Exploration Company
	 

	 	 	 	7800 East Dorado Place, Suite 250
	 

	 	 	 	Englewood, Colorado 80111
	 

	 	 	 	Attention: Courtney Cowgill, CFO
	 

	 	 	 	Facsimile No.: (303) 779-8644
	 
	 	 	 	 
	 

	 	GA:
	 	General Atomics
	 

	 	 	 	3550 General Atomics Court
	 

	 	 	 	San Diego, California 9212
	 

	 	 	 	Attention: Denyce Carter, Vice-President Contracts and Purchasing
	 

	 	 	 	Facsimile No.: (858) 455-3545







 









 






	 	12.	 	Severability. In the event that one or more provisions contained herein is
held by a court of competent jurisdiction to be invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining provisions contained
herein will not in any way be affected or impaired thereby and the Parties agree to replace
such invalid, illegal or unenforceable term or provision with an enforceable and valid
arrangement that in its economic effect, will be as close as possible to the invalid,
illegal or unenforceable term or provision.
	 
	 	13.	 	Entire Agreement. This Agreement contains the entire agreement between the
Parties hereto with respect to the subject matter set forth herein and supersedes any and
all other agreement, oral or written, in respect to the subject matter hereof. With the
exception of a change in price per Paragraph 3, this Agreement shall not be modified or
amended except by an instrument in writing signed by authorized representatives of both
Parties.





	 	 	 	 	 	 	 
	General Atomics	 	Oceanic Exploration Company
	 
	 	 	 	 	 	 
	By:

	 	/s/ Denyce Carter
	 	By:
	 	/s/ Courtney Cowgill
	 

	 	 
	 	 	 	 
	 

	 	Denyce Carter, Vice-President
	 	 	 	Courtney Cowgill
	 

	 	Contracts and Purchasing
	 	 	 	CFO/Corporate Treasurer