Exhibit 4.6


MASTER AGREEMENT 


This master agreement (the “Master”) is effective as of 24 January 2013 


BETWEEN: 


	
  

 	
  

 	
  

 
	
 (1)

 	
 SCORPIO TANKERS INC., a company incorporated under the laws of
 The Marshall Islands and having its registered office at Trust Company
 Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 (“STNG”) on its own account and as agent
 for and on behalf of each of its existing wholly owned subsidiaries (as set
 out in Schedule 1) (“SPVs”)
 as well as any future vessel owning subsidiaries wholly owned by STNG (“Future SPVs”) (the SPVs and Future SPVs
 jointly referred to as the “STNG SPVs”);
 

 
	
  

 	
  

 
	
 (2)

 	
 SCORPIO COMMERCIAL MANAGEMENT S.A.M., a company incorporated under the laws of
 Monaco and having its registered office at 9 Boulevard Charles III, Monaco
 98000 (“SCM”); and

 
	
  

 	
  

 	
  

 
	
 (3)

 	
 SCORPIO SHIP MANAGEMENT S.A.M., a company incorporated under the laws of
 Monaco and having its registered office at 9 Boulevard Charles III, Monaco
 98000 (“SSM”);

 
	
  

 
	
  

 	
 (each
 a “Party” and together the “Parties”).

 
	
  

 	
  

 	
  

 
	
  

 	
 WHEREAS:

 



	
  

 	
  

 
	
  

 	
  

 
	
 (1)

 	
 The
 STNG SPVs: (i) control a number of vessels already on the water; (ii) will
 control vessels to be delivered from Hyundai Mipo Dockyard of South Korea or
 other shipyards; and (iii) may in the future control vessels purchased or
 chartered in from third parties (together the “Vessels”). References to “control” or “controlled” herein
 means owned or chartered.

 
	
  

 	
  

 
	
 (2)

 	
 SSM
 and SCM provide technical and commercial management services (respectively).
 The Vessels require technical and/or commercial management services from SSM
 and/or SCM (respectively).

 
	
  

 	
  

 
	
 (3)

 	
 The
 relevant SPVs, SSM and SCM have previously entered into various technical and
 commercial management agreements, as amended and supplemented from time to
 time (“Management Agreements”).

 
	
  

 	
  

 
	
 (4)

 	
 The
 Parties have agreed on a standard set of terms for technical and commercial
 management services, which shall be applicable to all Vessels.

 
	
  

 	
  

 
	
 (5)

 	
 The
 standard set of terms for the commercial management of the Vessels is hereby
 attached as Annex I (“Standard
 Commercial Management Terms”) and the standard set of terms for
 the technical management of the Vessels is hereby attached as Annex II
 (“Standard Technical Management Terms”).
 Both the Standard Commercial Management Terms and the Standard Technical
 Management Terms (together the “Standard Management Terms”) form an
 integral part of this Master.

 
	
  

 	
  

 
	
 (6)

 	
 The
 Standard Management Terms as confirmed and amended by the relevant
 Confirmation (as defined below) will supersede the Management Agreements.

 
	
  

 	
  

 
	
 NOW THEREFORE in
 consideration of the payment of $1 by each Party to the other, the receipt
 and sufficiency of which is acknowledged by each IT IS AGREED as follows:

 


Page 1 of 6









	
  

 	
  

 	
  

 
	
  

 	
 1.

 	
 The
 Standard Management Terms contain the terms and conditions concerning the
 commercial and/or technical management provided by SCM and SSM respectively,
 to each Vessel controlled by the STNG SPVs. 

 
	
  

 	
  

 	
  

 
	
  

 	
 2.

 	
 All
 Vessels, existing and future,
 will be governed by the Standard Commercial Management Terms and/or Standard
 Technical Management Terms, in each case as amended by the terms detailed in
 the Confirmation. The entry by a Vessel under management by SCM and/or SSM
 and any amendments to those terms, will be evidenced by a written
 confirmation (substantially in the form set out in Schedule 2)
 executed by and between STNG as agent for and on behalf of the relevant STNG
 SPV on the one hand and SCM and/or SSM on the other hand (the “Confirmation”). 

 
	
  

 	
  

 	
  

 
	
  

 	
 3.

 	
 The
 management by SCM and/or SSM pursuant to the Standard Management Terms (as
 applicable) as amended by the terms detailed in the Confirmation shall be
 effective as of the date prescribed in the Confirmation (the “Effective Date”). 

 
	
  

 	
  

 	
  

 
	
  

 	
 4.

 	
 The
 Standard Management Terms (as applicable) as amended by the terms detailed in
 the Confirmation will supersede the terms of the Management Agreements as
 from the Effective Date. For the avoidance of doubt: (i) the Parties agree
 that the Management Agreements will be terminated as of the Effective Date
 notwithstanding the applicable duration and notice provisions as provided in
 the Management Agreements; and (ii) SCM and/or SSM (as applicable) agree to
 waive any management fees due to them by the SPVs for the period after the
 Effective Date as provided in the Management Agreements. 

 
	
  

 	
  

 	
  

 
	
  

 	
 5.

 	
 This
 Master may be executed in any number of counterparts and all of such
 counterparts taken together shall be deemed to constitute one and the same
 instrument. 

 
	
  

 	
  

 	
  

 
	
  

 	
 6.

 	
 The
 governing law and dispute resolution provisions in Clause 23 of the Standard
 Management Terms shall apply to this Master. 

 
	
  

 	
  

 	
  

 
	
  

 	
 7.

 	
 No provision of this Master
 shall be enforceable under the Contracts (Rights of Third Parties) Act 1999
 by any person who is not a party to this Master. 

 



IN WITNESS
WHEREOF this Master
has been executed the day and year first above written.


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Signed by

 	
  

 	
 Luca Forgione

 	
 )

 	
 

 
	
 For and on behalf of

 	
 )

 
	
 Scorpio
 Tankers Inc.

 	
 )

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Signed by

 	
  

 	
 Luca Forgione

 	
 )

 	
 

 
	
 For and on behalf of

 	
 )

 
	
 Scorpio
 Tankers Inc.

 	
  

 
	
 As agent for and on behalf
 of each of the STNG SPVs:

 	
 )

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Signed by

 	
  

 	
 Aldo Poma

 	
 )

 	
 

 
	
 For and on behalf of

 	
 )

 
	
 Scorpio
 Commercial Management S.A.M.:

 	
 )

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Signed by

 	
  

 	
 Francesco Bellusci

 	
 )

 	
 

 
	
 For and on behalf of

 	
 )

 
	
 Scorpio
 Ship Management S.A.M.:

 	
 )

 


Page
2 of 6





Schedule 1 –
LIST OF SPVs


	
  

 	
  

 
	
 Number

 	
 Entity Name

 
	
  

 	
  

 
	
 1

 	
 STI
 Amber Shipping Company Limited, of Marshall Islands

 
	
  

 	
  

 
	
 2

 	
 STI
 Beryl Shipping Company Limited, of Marshall Islands

 
	
  

 	
  

 
	
 3

 	
 STI
 Duchessa Shipping Company Limited, of Marshall Islands

 
	
  

 	
  

 
	
 4

 	
 STI
 Emerald Shipping Company Limited, of Marshall Islands

 
	
  

 	
  

 
	
 5

 	
 STI
 Garnet Shipping Company Limited, of Marshall Islands

 
	
  

 	
  

 
	
 6

 	
 STI
 Harmony Shipping Company Limited, of Marshall Islands

 
	
  

 	
  

 
	
 7

 	
 STI
 Heritage Shipping Company Limited, of Marshall Islands

 
	
  

 	
  

 
	
 8

 	
 STI
 Highlander Shipping Company Limited, of Marshall Islands

 
	
  

 	
  

 
	
 9

 	
 Noemi
 Shipping Company Limited, of Marshall Islands

 
	
  

 	
  

 
	
 10

 	
 STI
 Onyx Shipping Company Limited, of Marshall Islands

 
	
  

 	
  

 
	
 11

 	
 STI
 Opera Shipping Company Limited, of Marshall Islands

 
	
  

 	
  

 
	
 12

 	
 STI
 Ruby Shipping Company Limited, of Marshall Islands

 
	
  

 	
  

 
	
 13

 	
 STI
 Sapphire Shipping Company Limited, of Marshall Islands

 
	
  

 	
  

 
	
 14

 	
 Senatore
 Shipping Company Limited, of Marshall Islands

 
	
  

 	
  

 
	
 15

 	
 STI
 Spirit Shipping Company Limited, of Marshall Islands

 
	
  

 	
  

 
	
 16

 	
 STI
 Topaz Shipping Company Limited, of Marshall Islands

 
	
  

 	
  

 
	
 17

 	
 Venice
 Shipping Company Limited, of Marshall Islands

 
	
  

 	
  

 
	
 18

 	
 STI
 Chartering and Trading Ltd, of Marshall Islands

 
	
  

 	
  

 


Page 3 of 6





Schedule 2
– FORM OF CONFIRMATION TO THE MASTER AGREEMENT DATED [X] JANUARY 2013


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 VESSEL
NAME  

 	
VESSEL
DETAILS  

 	
REGISTERED OWNER
OR DISPONENT
OWNER  

 	
DATE OF ENTRY
INTO STNG FLEET 

 	
DATE OF ENTRY INTO MANAGEMENT BY
[SCM AND/OR SSM] ON [STANDARD
COMMERCIAL MANAGEMENT TERMS AND
STANDARD TECHNICAL MANAGEMENT
TERMS (RESPECTIVELY)] (the “Effective
Date”)  

 	
NOTES / AMENDMENTS TO
STANDARD MANAGEMENT TERMS  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 






	
  

 	
  

 
	
  

 	
 Scorpio Tankers Inc. as agent for and on behalf of [insert name of STNG SPV]:

 
	
  

 	
 Name:

 
	
  

 	
 Position:

 
	
  

 	
 Date:
 

 
	
  

 	
  

 
	
  

 	
  [Scorpio Commercial Management S.A.M.] [if
 applicable]

 
	
  

 	
  

 
	
  

 	
 Name:

 
	
  

 	
 Position:

 
	
  

 	
 Date:

 
	
  

 	
  

 
	
  

 	
  [Scorpio Ship Management S.A.M.]
 [if applicable]

 
	
  

 	
  

 
	
  

 	
 Name:

 
	
  

 	
 Position:
 

 
	
  

 	
 Date:
 

 


Page 4 of 6





Annex I –
STANDARD COMMERCIAL MANAGEMENT TERMS


Page 5 of 6









Printed by BIMCO’s idea


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 

 	
  

 	
  

 	
 SHIPMAN 2009

 STANDARD SHIP MANAGEMENT AGREEMENT

 

 PART I

 	
  

 
	
  

 	
 1.

 	
 Place and date of Agreement

 	
  

 	
  

 	
 2. Date of commencement of
 Agreement (Cls. 2, 12, 21 and 25)

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 3.

 	
 Owners (name, place of registered
 office and law of registry) (Cl. 1)

 	
  

 	
  

 	
 4. Managers (name, place of
 registered office and law of registry) (Cl. 1)

 	
  

 
	
  

 	
  

 	
   (i) Name: As per Confirmation

 	
  

 	
  

 	
  

 	
   (i) Name: Scorpio Commercial Management Sam

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
   (ii) Place of registered office: Trust Company Complex, Ajeltake Road, Ajeltake Island, Majure, Marshall Islands 96960

 	
  

 	
  

 	
  

 	
   (ii) Place of
 registered office: 9 blvd Charles III, MC98000, Monaco, Principality of Monaco

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
   (iii) Law of registry: Marshall Islands

 	
  

 	
  

 	
  

 	
   (iii) Law of
 registry: Principality of Monaco

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 5.

 	
 The Company (with reference to
 the ISM/ISPS Codes) (state name and IMO Unique Company Identification
 number. If the Company is a third party then also state registered
 office and principal place of business) (Cls. 1 and 9(c)(i))

 	
  

 	
  

 	
 6. Technical Management (state
 “yes” or “no” as agreed) (Cl. 4)

 No

 	
  

 
	
  

 	
  

 	
 (i) Name: Scorpio Ship Management sam

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 

 (ii) IMO Unique Company Identification number: 0531141

 

 (iii) Place of registered office: 9 blvd Charles III, MC98000, Monaco, Principality of Monaco

 

 (iv) Principal place of business: Principality of Monaco

 	
  

 	
  

 	
 7. Crew Management (state “yes”
 or “no” as agreed) (Cl. 5(a))

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 No

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 8. Commercial Management (state
 “yes” or “no” as agreed) (Cl. 6)

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 Yes

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 9.   Chartering Services period
 (only to be filled in if “yes” stated in Box 8) (Cl.6(a))

 	
  

 	
  

 	
 10. Crew Insurance arrangements
 (state “yes” or “no” as agreed)

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
   (i) Crew Insurances* (Cl.
 5(b)): No

 	
  

 
	
   Up to twelve (12) months

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
   (ii) Insurance for
 persons proceeding to sea on board (Cl. 5(b)(i)): No

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
   *only to apply if Crew Management (Cl.
 5(a)) agreed (see Box 7)

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 11.  Insurance arrangements (state
 “yes” or “no” as agreed) (Cl. 7)
No

 	
  

 	
  

 	
 12.

 	
 Optional insurances (state
 optional insurance(s) as agreed, such as piracy, kidnap and ransom, loss of
 hire and FD & D) (Cl. 10(a)(iv))

 	
  

 
	
  

 	
  

 	
  

 	
 n/a

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 13.

 	
 Interest (state rate of interest
 to apply after due date to outstanding sums) (Cl. 9(a))

 	
  

 	
  

 	
 14.

 	
 Annual management fee (state
 annual amount) (Cl. 12(a))

 	
  

 
	
    n/a

 	
  

 	
  

 	
 As per Confirmation

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 15.

 	
 Manager’s nominated account (Cl.12(a))

 	
  

 	
  

 	
 16.

 	
 Daily rate (state rate for days
 in excess of those agreed in budget) (Cl. 12(c))

 	
  

 
	
  

 	
 Beneficiary name and address:
 Scorpio Commercial Management sum, 9 blvd. Charles III, MC98000 Monaco

 	
  

 	
  

 	
 n/a

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Bank full name and address:

 	
  

 	
  

 	
 17. Lay-up period / number of
 months (Cl.12(d))

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 n/a

 	
  

 
	
  

 	
 A/C
 No:                    IBAN:                    Swift
 code:

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 18.

 	
 Minimum contract period (state number of months) (Cl. 21(a))

 	
  

 	
  

 	
 19.

 	
 Management fee on termination
 (state number of months to apply) (Cl. 22(g))

 	
  

 
	
    See clause 21(a)

 	
  

 	
    Three (3) months of flat
 management fee

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 20.
n/a

 	
 Severance Costs (state maximum
 amount) (Cl. 22(h)(ii))

 	
  

 	
  

 	
 21.

 	
 Dispute Resolution (state
 alternative Cl. 23(a), 23(b) or 23(c): if Cl. 23(c)
 place of arbitration must be stated) (Cl. 23)

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
    Clause 23(a) to apply

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 22.

 	
 Notices (state full style contact
 details for serving notice and communication to the Owners) (Cl. 24)

 	
  

 	
  

 	
 23.

 	
 Notices (state full style contact
 details for serving notice and communication to the Managers) (Cl.
 24)

 	
  

 
	
    As per Confirmation

 	
  

 	
    Scorpio Commercial Management sam, 9 blvd Charles III, MC98000
 Monaco. Phone +377 97985850 Fax +377 97985058. E-mail:
 management@scorpiogroup.net 

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 






Continued


This
document is a computer generated SHIPMAN 2009 form printed by authority of
BIMCO. Any insertion or deletion to the form must be clearly visible. In the
event of any modification made to the pre-printed text of this document which
is not clearly visible, the text of the original BIMCO approved document shall
apply. BIMCO assumes no responsibility for any loss, damage or expense as a
result of discrepancies between the original BIMCO approved document and this
computer generated document.












	
  

 	
  

 	
  

 
	
 Printed by BIMCO’s
 idea

 	
 SHIPMAN
 2009

 Standard ship
 management agreement

 	
 PART 1

 
	
  

 	
  

 	
  

 



(Continued)


It is
mutually agreed between the party stated in Box 3 and the party stated
in Box 4 that this Agreement consisting of PART I and PART II as well as
Annexes “A” (Details of Vessel or Vessels), “B” (Details of Crew), “C”
(Budget), “D” (Associated Vessels) and “E” (Fee Schedule) attached hereto,
shall be performed subject to the conditions contained herein. In the event of
a conflict of conditions, the provisions of PART I and Annexes “A”, “B”,
“C”, “D” and “E” shall prevail over those of PART ll to the extent of such
conflict but no further.


	
  

 	
  

 	
  

 	
  

 
	
  Signature(s) (Owners)

 	
  

 	
  

 	
 Signature(s) (Managers)

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 













Printed by BIMCO’s idea


	
  

 
	
 ANNEX “A” (DETAILS OF VESSEL OR
 VESSELS)

 
	
 TO THE BIMCO STANDARD SHIP
 MANAGEMENT AGREEMENT

 
	
 CODE NAME: SHIPMAN 2009

 



Date of
Agreement:


Name of
Vessel(s):


Particulars
of Vessal(s): As per Confirmation


Continued


This
document is a computer generated SHIPMAN 2009 form printed by authority of
BIMCO. Any insertion or deletion to the form must be clearly visible. In the
event of any modification made to the pre-printed text of this document which
is not clearly visible, the text of the original BIMCO approved document shall
apply. BIMCO assumes no responsibility for any loss, damage or expense as a
result of discrepancies between the original BIMCO approved document and this
computer generated document.












Printed by BIMCO’s idea


	
  

 
	
 ANNEX “B” (DETAILS
 OF CREW)

 
	
 TO THE BIMCO
 STANDARD SHIP MANAGEMENT AGREEMENT

 
	
 CODE NAME: SHIPMAN
 2009

 



Date of
Agreement:


Details of
Crew:


	
  

 	
  

 	
  

 
	
 Numbers

 	
 Rank

 	
 Nationality

 



NOT
APPLICABLE


Continued


This
document is a computer generated SHIPMAN 2009 form printed by authority of
BIMCO. Any insertion or deletion to the form must be clearly visible. In the
event of any modification made to the pre-printed text of this document which
is not clearly visible, the text of the original BIMCO approved document shall
apply. BIMCO assumes no responsibility for any loss, damage or expense as a
result of discrepancies between the original BIMCO approved document and this
computer generated document.












Printed by BIMCO’s idea


	
  

 
	
 ANNEX “C” (BUDGET)

 
	
 TO THE BIMCO STANDARD SHIP
 MANAGEMENT AGREEMENT

 
	
 CODE NAME: SHIPMAN 2009


 



Date of
Agreement:


Managers’
initial budget with effect from the commencement date of this Agreement (see Box
2):


NOT
APPLICABLE


Continued


This
document is a computer generated SHIPMAN 2009 form printed by authority of BIMCO.
Any insertion or deletion to the form must be clearly visible. In the event of
any modification made to the pre-printed text of this document which is not
clearly visible, the text of the original BIMCO approved document shall apply.
BIMCO assumes no responsibility for any loss, damage or expense as a result of
discrepancies between the original BIMCO approved document and this computer
generated document.












Printed by BIMCO’s idea


	
  

 
	
 ANNEX “D”
 (ASSOCIATED VESSELS)

 
	
 TO THE BIMCO
 STANDARD SHIP MANAGEMENT AGREEMENT

 
	
 CODE NAME: SHIPMAN
 2009


 



NOTE: PARTIES SHOULD BE AWARE THAT BY COMPLETING THIS ANNEX “D” THEY
WILL BE SUBJECT TO THE PROVISIONS OF SUB-CLAUSE 22(b)(i) OF THIS
AGREEMENT.


Date of
Agreement:


Details of
Associated Vessels: As per Confirmation 


Continued


This
document is a computer generated SHIPMAN 2009 form printed by authority of
BIMCO. Any insertion or deletion to the form must be clearly visible. In the
event of any modification made to the pre-printed text of this document which
is not clearly visible, the text of the original BIMCO approved document shall
apply. BIMCO assumes no responsibility for any loss, damage or expense as a
result of discrepancies between the original BIMCO approved document and this computer generated document.












Printed by BIMCO’s idea


	
  

 
	
 ANNEX “E” (FEE SCHEDULE)

 
	
 TO THE BIMCO STANDARD SHIP
 MANAGEMENT AGREEMENT

 
	
 CODE NAME: SHIPMAN 2009


 



NOT
APPLICABLE


Continued


This document is a computer
generated SHIPMAN 2009 form printed by authority of BIMCO. Any insertion or
deletion to the form must be clearly visible. In the event of any modification
made to the pre-printed text of this document which is not clearly visible, the
text of the original BIMCO approved document shall apply. BIMCO assumes no
responsibility for any loss, damage or expense as a result of discrepancies
between the original BIMCO approved document and this computer generated
document.









PART II

SHIPMAN 2009 

Standard ship management agreement


	
 


	
 SECTION 1 – Basis of the Agreement








	
 

	
 


	
1. Definitions


	
 

	
In this Shipman
2009 form (together with the Confirmation, any additional clauses of even
date herewith and any Annexes hereto (the “Agreement “)) save where the
context otherwise requires, the following words and expressions shall have
the meanings hereby assigned to them:


	
 

	
 


	
 

	
“Company” (with reference to the
ISM Code and the ISPS Code) means the organization identified in Box 5 or any
replacement organization appointed by the Owners from time to time (see Sub-clauses
9(b)(i) or 9(c)(ii),
whichever is applicable).


	
 

	
 


	
 

	
“Crew” means the personnel of the
numbers, rank and nationality specified in Annex “B” hereto.


	
 

	
 


	
 

	
“Crew Insurances” means insurance
of liabilities in respect of crew risks which shall include but not be
limited to death, permanent disability, sickness, injury,
repatriation, shipwreck unemployment indemnity and loss of
personal effects (see Sub-clause 5(b) (Crew Insurances) and Clause
7 (Insurance Arrangements) and Clause 10 (Insurance Policies) and Boxes 10 and 11).


	
 

	
 


	
 

	
“Crew Support Costs” means all
expenses of a general nature which are not particularly referable to any individual
vessel for the time being managed by the Managers and which are incurred by
the Managers for the purpose of providing an
efficient and economic management service and, without prejudice to the
generality of the foregoing, shall
include the cost of crew standby pay, training schemes for officers and
ratings, cadet training schemes, sick
pay, study pay, recruitment and interviews.


	
 

	
 


	
 

	
“Flag State” means the State
whose flag the Vessel is flying.


	
 

	
 


	
 

	
“ISM Code” means the
International Management Code for the Safe Operation of Ships and for Pollution Prevention
and any amendment thereto or substitution therefor.


	
 

	
 


	
 

	
“ISPS Code” means the
International Code for the Security of Ships and Port Facilities and the
relevant amendments to Chapter XI of SOLAS and any amendment
thereto or substitution therefor.


	
 

	
 


	
 

	
“Managers” means the party
identified in Box 4.


	
 

	
 


	
 

	
“Management Services” means the
services specified in SECTION 2 - Services (Clauses 4 through 7)
as indicated affirmatively in Boxes 6 through 8, 10
and 11, and all other functions performed by the Managers under the
terms of this Agreement.


	
 

	
 


	
 

	
“Owners” means the party
identified in Box 3.


	
 

	
 


	
 

	
“Severance Costs” means the costs
which are legally required to be paid to the Crew as a result of the early termination
of any contracts for service on the Vessel.


	
 

	
 


	
 

	
“SMS” means the Safety Management
System (as defined by the ISM Code).


	
 

	
 


	
 

	
“STCW 95” means the International
Convention on Standards of Training, Certification and Watchkeeping for
Seafarers, 1978, as amended in 1995 and any amendment thereto or substitution
therefor.


	
 

	
 


	
 

	
“Vessel” means the vessel or
vessels details of which are set out in Annex “A” attached hereto.


	
 

	
 


	
2. Commencement
and Appointment


	
 

	
With effect from the date stated
in Box 2 for the commencement of the Management Services and
continuing unless and until
terminated as provided herein, the Owners hereby appoint the Managers and the
Managers hereby agree to act as the Managers of the Vessel in
respect of the Management Services.


	
 

	
 


	
3. Authority of
the Managers


	
 

	
Subject to the terms and
conditions herein provided, during the period of this Agreement the Managers
shall carry out the Management Services in respect of the
Vessel as agents for and on behalf of the Owners. The Managers
shall have authority to take such actions as they may from time to time in
their absolute discretion consider
to be necessary to enable them to perform the Management Services in
accordance with sound




1






PART II

SHIPMAN 2009
Standard ship management agreement


	
 

	
 


	
 

	
ship management practice,
including but not limited to compliance with all relevant rules and
regulations.




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PART II

SHIPMAN 2009
Standard ship management agreement


	
 


	
SECTION 2 –
Services








	
 

	
 

	
 


	
4. Technical
Management


	
 

	
(only
applicable if agreed according to Box 6).


	
 

	
The Managers shall provide
technical management which includes, but is not limited to, the following services:


	
 

	
 

	
 


	
 

	
(a)     ensuring
that the Vessel complies with the requirements of the law of the Flag State;


	
 

	
 

	
 


	
 

	
(b)     ensuring
compliance with the ISM Code;


	
 

	
 

	
 


	
 

	
(c)     ensuring
compliance with the ISPS Code;


	
 

	
 

	
 


	
 

	
(d)     providing
competent personnel to supervise the maintenance and general efficiency of
the Vessel;


	
 

	
 

	
 


	
 

	
(e)     arranging
and supervising dry dockings, repairs, alterations and the maintenance of the
Vessel to the standards agreed with the
Owners provided that the Managers shall be entitled to incur the necessary expenditure
to ensure that the Vessel will comply with all requirements and
recommendations of the classification
society, and with the law of the Flag State and of the places where the
Vessel is required to trade;


	
 

	
 

	
 


	
 

	
(f)     arranging
the supply of necessary stores, spares and lubricating oil;


	
 

	
 

	
 


	
 

	
(g)     appointing
surveyors and technical consultants as the Managers may consider from time to
time to be necessary;


	
 

	
 

	
 


	
 

	
(h)     in
accordance with the Owners’ instructions, supervising the sale and physical
delivery of the Vessel under the
sale agreement. However services under this Sub-clause 4(h) shall not
include negotiation of the sale
agreement or transfer of ownership of the Vessel;


	
 

	
 

	
 


	
 

	
(i)     arranging
for the supply of provisions unless provided by the Owners; and


	
 

	
 

	
 


	
 

	
(j)     arranging
for the sampling and testing of bunkers.


	
 

	
 

	
 


	
5. Crew Management
and Crew Insurances


	
 

	
(a)     Crew Management


	
 

	
(only
applicable if agreed according to Box 7)


	
 

	
The Managers shall provide
suitably qualified Crew who shall comply with the requirements of STCW 95.
The provision of such crew management services includes, but is not limited
to, the following services:


	
 

	
 

	
 


	
 

	
(i)

	
selecting, engaging and providing
for the administration of the Crew, including, as applicable, payroll arrangements,
pension arrangements, tax, social security contributions and other mandatory
dues related to their employment
payable in each Crew member’s country of domicile;


	
 

	
 

	
 


	
 

	
(ii)

	
ensuring that the applicable
requirements of the law of the Flag State in respect of rank, qualification and
certification of the Crew and employment regulations, such as Crew’s tax and
social insurance, are satisfied;


	
 

	
 

	
 


	
 

	
(iii)

	
ensuring that all Crew have
passed a medical examination with a qualified doctor certifying that they are fit for
the duties for which they are engaged and are in possession of valid medical
certificates issued in accordance
with appropriate Flag State requirements or such higher standard of medical
examination as may be agreed with the
Owners. In the absence of applicable Flag State requirements the medical certificate
shall be valid at the time when the respective Crew member arrives on board
the Vessel and shall be maintained for
the duration of the service on board the Vessel;


	
 

	
 

	
 


	
 

	
(iv)

	
ensuring that the Crew shall have
a common working language and a command of the English language of a
sufficient standard to enable them to perform their duties safely;


	
 

	
 

	
 


	
 

	
(v)

	
arranging transportation of the
Crew, including repatriation;


	
 

	
 

	
 


	
 

	
(vi)

	
training of the Crew;




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PART II

SHIPMAN 2009
Standard ship management agreement


	
 

	
 

	
 

	
 


	
 

	
(vii)

	
conducting union negotiations;
and 


	
 

	
 

	
 


	
 

	
(viii)

	
if the Managers are the Company,
ensuring that the Crew, on joining the Vessel, are given proper
familiarisation with their duties in relation to the Vessel’s SMS and that
instructions which are essential to the SMS are identified, documented and
given to the Crew prior to sailing. 


	
 

	
 

	
 


	
 

	
(ix)

	
if the Managers are not the
Company: 


	
 

	
 

	
 


	
 

	
 

	
(1)  ensuring
that the Crew, before joining the Vessel, are given proper familiarisation
with their duties in relation to the ISM Code; and 


	
 

	
 

	
 


	
 

	
 

	
(2)  instructing
the Crew to obey all reasonable orders of the Company in connection with the
operation of the SMS. 


	
 

	
 

	
 


	
 

	
(x)

	
Where Managers are not providing
technical management services in accordance with Clause 4 (Technical
Management): 


	
 

	
 

	
 


	
 

	
 

	
(1)  ensuring
that no person connected to the provision and the performance of the crew
management services shall proceed to sea on board the Vessel without the
prior consent of the Owners (such consent not to be unreasonably withheld);
and 


	
 

	
 

	
 

	
 


	
 

	
 

	
(2)  ensuring
that in the event that the Owners’ drug and alcohol policy requires measures
to be taken prior to the Crew joining the Vessel, implementing such measures;



	
 

	
 

	
 

	
 


	
 

	
(b) Crew
Insurances


	
 

	
(only
applicable if Sub-clause 5(a) applies and if agreed according to Box 10)


	
 

	
The Managers shall throughout the
period of this Agreement provide the following services: 


	
 

	
 

	
 

	
 


	
 

	
(i)

	
arranging Crew Insurances in
accordance with the best practice of prudent managers of vessels of a similar
type to the Vessel, with sound and reputable insurance companies,
underwriters or associations. Insurances for any other persons proceeding to
sea onboard the Vessel may be separately agreed by the Owners and the
Managers (see Box 10);


	
 

	
 

	
 

	
 


	
 

	
(ii)

	
ensuring that the Owners are
aware of the terms, conditions, exceptions and limits of liability of the
insurances in Sub-clause 5(b)(i);


	
 

	
 

	
 

	
 


	
 

	
(iii)

	
ensuring that all premiums or
calls in respect of the insurances in Sub-clause 5(b)(i) are paid by
their due date;


	
 

	
 

	
 

	
 


	
 

	
(iv)

	
if obtainable at no additional
cost, ensuring that insurances in Sub-clause 5(b)(i) name the Owners
as a joint assured with full cover and, unless otherwise agreed, on terms
such that Owners shall be under no liability in respect of premiums or calls
arising in connection with such insurances. 


	
 

	
 

	
 

	
 


	
 

	
(v)

	
providing written evidence, to
the reasonable satisfaction of the Owners, of the Managers’ compliance with
their obligations under Sub-clauses 5(b)(ii), and 5(b)(iii)
within a reasonable time of the commencement of this Agreement, and of each
renewal date and, if specifically requested, of each payment date of the
insurances in Sub-clause 5(b)(i). 


	
 

	
 

	
 

	
 


	
6. Commercial
Management 


	
 

	
 (only
applicable if agreed according to Box 8).


	
 

	
The Managers shall provide the
following services for the Vessel in accordance with the Owners’
instructions, which shall include but not be limited to: 


	
 

	
 

	
 

	
 


	
 

	
 (a)      seeking
and negotiating employment for the Vessel and the conclusion (including the
execution thereof) of charter parties or other contracts relating to the
employment of the Vessel. If such a contract exceeds the period stated in Box
9, consent thereto in writing shall first be obtained from the Owners;


	
 

	
 

	
 

	
 


	
 

	
 (b)      arranging, in the name and for the
account of the Owners, for the provision of bunker fuels of the quality
specified by the Owners as required for the Vessel’s trade (see Annex A);


	
 

	
 

	
 

	
 


	
 

	
 (c)      voyage
estimating and accounting and calculation of hire, freights, demurrage and/or
despatch monies due from or due to the charterers of the Vessel; assisting in
the collection of any sums due to the Owners




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PART II

SHIPMAN 2009
Standard ship management agreement


	
 

	
 

	
 

	
 


	
 

	
related to the commercial
operation of the Vessel in accordance with Clause 11 (Income Collected
and Expenses Paid on Behalf of Owners);


	
 

	
 

	
 

	
 


	
 

	
If any of the
services under Sub-clauses 6(a), 6(b) and 6(c) are to be
excluded from the Management Fee, remuneration for these services must be
stated in Annex E (Fee Schedule). See Sub-clause 12(e).


	
 

	
 

	
 

	
 


	
 

	
 (d)

	
issuing voyage instructions including, but not limited to, authorising the
Master to release cargo against relevant letter(s) of indemnity;


	
 

	
 

	
 


	
 

	
 (e)

	
appointing agents;


	
 

	
 

	
 


	
 

	
 (f)

	
appointing stevedores; and


	
 

	
 

	
 


	
 

	
 (g)

	
arranging surveys associated with
the commercial operation of the Vessel.


	
 

	
 

	
 

	
 


	
7. Insurance
Arrangements


	
 

	
(only
applicable if agreed according to Box 11).


	
 

	
The Managers shall
arrange insurances in accordance with Clause 10 (Insurance Policies),
on such terms as the Owners shall have instructed or agreed, in particular
regarding conditions, insured values, deductibles, franchises and limits of
liability.




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PART II

SHIPMAN 2009

Standard ship
management agreement


	
  

 
	
 SECTION 3 - Obligations

 






	
  

 	
  

 
	
  

 	

8. Managers’ Obligations

 




	
  

 	
  

 
	
  

 	
 (a)     The Managers undertake to use
 their best endeavours to provide the Management Services as agents for and on
 behalf of the Owners in accordance with sound ship management practice and to
 protect and promote the interests of the Owners in all matters relating to
 the provision of services hereunder.

 
	
  

 	
  

 
	
  

 	
 Provided however,
 that in the performance of their management responsibilities under this
 Agreement, the Managers shall be entitled to have regard to their overall
 responsibility in relation to all vessels as may from time to time be
 entrusted to their management and in particular, but without prejudice to the
 generality of the foregoing, the Managers shall be entitled to allocate
 available supplies, manpower and services in such manner as in the prevailing
 circumstances the Managers in their absolute discretion consider to be fair
 and reasonable.

 
	
  

 	
  

 
	
  

 	
 (b)     Where the Managers are providing
 technical management services in accordance with Clause 4 (Technical
 Management), they shall procure that the requirements of the Flag State are
 satisfied and they shall agree to be appointed as the Company, assuming
 the responsibility for the operation of the Vessel and taking over the duties
 and responsibilities imposed by the ISM Code and the ISPS Code, if
 applicable.

 





	
  

 	
  

 
	
  

 	
 9. Owners’
 Obligations 

 



	
  

 	
  

 
	
  

 	
 (a)     The Owners shall pay all sums due
 to the Managers punctually in accordance with the terms of this Agreement. In
 the event of payment after the due date of any outstanding sums the Manager
 shall be entitled to charge interest at the rate stated in Box 13.

 
	
  

 	
  

 
	
  

 	
 (b)     Where the Managers are providing
 technical management services in accordance with Clause 4 (Technical
 Management), the Owners shall:

 






	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 report (or where
 the Owners are not the registered owners of the Vessel procure that the
 registered owners report) to the Flag State administration the details of the
 Managers as the Company as required to comply with the ISM and ISPS Codes;

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 procure that any officers
 and ratings supplied by them or on their behalf comply with the requirements
 of STCW 95; and

 
	
  

 	
  

 	
  

 
	
  

 	
 (iii)

 	
 instruct such
 officers and ratings to obey all reasonable orders of the Managers (in
 their capacity as the Company) in connection with the operation of the
 Managers’ safety management system.

 






	
  

 	
  

 
	
  

 	
 (c)     Where the Managers are not
 providing technical management services in accordance with Clause 4
 (Technical Management), the Owners shall:

 






	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 procure that the
 requirements of the Flag State are satisfied and notify the Managers
 upon execution of this Agreement of the name and contact details of the
 organization that will be the Company by completing Box 5;

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 if the Company
 changes at any time during this Agreement, notify the Managers in a timely
 manner of the name and contact details of the new organization;

 
	
  

 	
  

 	
  

 
	
  

 	
 (iii)

 	
 procure that the
 details of the Company, including any change thereof, are reported to the
 Flag State administration as required to comply with the ISM and ISPS Codes.
 The Owners shall advise the Managers in a timely manner when the Flag State
 administration has approved the Company; and

 
	
  

 	
  

 	
  

 
	
  

 	
 (iv)

 	
 unless otherwise
 agreed, arrange for the supply of provisions at their own expense.

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)     Where the Managers are providing
 crew management services in accordance with Sub-clause 5(a) the Owners
 shall:

 
	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 inform the
 Managers prior to ordering the Vessel to any excluded or additional premium
 area under any of the Owners’ Insurances by reason of war risks and/or piracy
 or like perils and pay whatever additional costs may properly be incurred by
 the Managers as a consequence of such orders including, if necessary, the
 costs of replacing any member of the Crew. Any delays resulting from
 negotiation with or replacement of any member of the Crew as a result of the
 Vessel being ordered to such an area

 


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PART II

SHIPMAN 2009

Standard ship
management agreement


	
  

 	
  

 	
  

 
	
  

 	
  

 	
 shall be for the Owners’
 account. Should the Vessel be within an area which becomes an excluded or
 additional premium area the above provisions relating to cost and delay shall
 apply;

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 agree with the Managers prior to
 any change of flag of the Vessel and pay whatever additional costs may
 properly be incurred by the Managers as a consequence of such change. If
 agreement cannot be reached then either party may terminate this Agreement in
 accordance with Sub-clause 22(e); and

 
	
  

 	
  

 	
  

 
	
  

 	
 (iii)

 	
 provide, at no cost to the
 Managers, in accordance with the requirements of the law of the Flag State,
 or higher standard, as mutually agreed, adequate Crew accommodation and
 living standards.

 
	
  

 	
  

 	
  

 
	
  

 	
 (e)     Where
 the Managers are not the Company, the Owners shall ensure that Crew are
 properly familiarised with their duties in accordance with the Vessel’s SMS and that
 instructions which are essential to the SMS are identified, documented
 and given to the Crew prior to sailing.

 


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PART II

SHIPMAN 2009

Standard ship management agreement


	
  

 
	
 SECTION 4 - Insurance, Budgets,
Income, Expenses and Fees 

 






	
  

 	
  

 
	
  

 	
 10. Insurance Policies  

 






	
  

 	
  

 
	
  

 	
 The Owners
 shall procurer, whether by instructing the Managers under Clause 7
 (Insurance Arrangements) or otherwise, that throughout the period of this Agreement:

 
	
  

 	
  

 
	
  

 	
  (a)     at
 the Owners’ expense, the Vessel is insured for not less than its sound market
 value or entered for its
 full gross tonnage, as the case may be for:

 
	
  

 	
  

 
	
  

 	
  (i)     hull and
 machinery marine risks (including but not limited to crew negligence) and
 excess liabilities;

 
	
  

 	
  

 
	
  

 	
  (ii)     protection
 and indemnity risks (including but not limited to pollution risks, diversion
 expenses and, except to the extent insured separately by the Managers in accordance
 with Sub-clause 5(b)(i), Crew Insurances;

 
	
  

 	
  

 
	
  

 	
 NOTE: If the Managers are not providing crew management services
 under Sub-clause 5(a) (Crew Management) or have agreed not to provide
 Crew Insurances separately in accordance with Sub-clause 5(b)(i), then such insurances must be
 included in the protection and indemnity risks cover for the Vessel (see Sub-clause 10(a)(ii) above).

 
	
  

 	
  

 
	
  

 	
 (iii)     war
risks (including but not limited to blocking and trapping, protection and
indemnity, terrorism and crew risks);
and 

 
	
  

 	
  

 
	
  

 	
 (iv)     such
optional insurances as may be agreed (such as piracy, kidnap and ransom, loss
of hire and FD & D) (see Box 12) 

 
	
  

 	
  

 
	
  

 	
 Sub-clauses
 10(a)(i) through 10(a)(iv) all in accordance with the best
 practice of prudent owners of vessels of a
 similar type to the Vessel, with sound and reputable insurance companies,
 underwriters or associations (“the
 Owners’ Insurances”);

 
	
  

 	
  

 
	
  

 	
 (b)     all premiums and calls on the Owners’ Insurances are
paid by their due date; 

 
	
  

 	
  

 
	
  

 	
 (c)     the
Owners’ Insurances name the Managers and, subject to underwriters’ agreement,
any third party designated by the Managers as a joint
assured co-assured (mis-direct arrow), with full cover. It is understood
that in some cases, such as protection and indemnity, the normal
terms-for such cover may impose on the Managers and any such third party a
liability in respect of premiums or calls arising in connection with the
Owners’ Insurances. 

 
	
  

 	
  

 
	
  

 	
 If
 obtainable at no additional cost, however, the Owners shall procure such
 insurances on terms such that neither the Managers nor any such third party
 shall be under any liability in respect of premiums or calls arising in
 connection with the Owners’ Insurances. In any event, on termination of this
 Agreement in accordance with Clause 21 (Duration of the Agreement) and
 Clause 22 (Termination), the Owners shall procure that the Managers and any third party designated by the Managers
 as joint assured co-assured shall cease to be joint assured co-assured
 and, if reasonably achievable, that
 they shall be released from any and all liability for premiums and calls that may
 arise in relation to the period of this Agreement; and

 
	
  

 	
  

 
	
  

 	
 (d)     written
 evidence is provided, to the reasonable satisfaction of the Managers, of the
 Owners’ compliance with their obligations under
 this Clause 10 within a reasonable time of the commencement of the Agreement, and of each renewal date and, if specifically
 requested, of each payment date of the Owners’ Insurances.

 
	
  

 	
  

 
	
  

 	
 10.1 The Owners may, from time to time, require the Managers to
 arrange, in the name and for the account of the Owners, for operational
 insurance as envisaged in clause 10(a)(iv).

 





	
  

 	
  

 
	
  

 	
 11. Income Collected and Expenses Paid on Behalf of Owners  

 




	
  

 	
  

 
	
  

 	
  (a)     Except
 as provided in Sub-clause 11 (c) all monies collected by the Managers
 under the terms of this Agreement (other than monies payable by the Owners to
 the Managers) (if any) and any interest thereon shall be held to the credit
 of the Owners in a separate bank account.

 
	
  

 	
  

 
	
  

 	
  (b)     All expenses incurred by the
 Managers under the terms of this Agreement on behalf of the Owners 

 


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PART II

SHIPMAN 2009
Standard ship management agreement


	
  

 	
  

 
	
  

 	
 (including
 expenses as provided in Clause 12(c)) (if any) may be debited against the Owners in the account
 referred to under Sub-clause 11(a) but shall in any event remain payable by the Owners to the
 Managers on demand.

 
	
  

 	
  

 
	
  

 	
  (c)     All
 monies collected by the Managers under Clause 6 (Commercial
 Management) (if any) shall be
 paid into a bank account in the name of
 the Owners or as may be otherwise advised by the Owners in writing.

 






	
  

 	
 12. Management Fee and Expenses

 




	
  

 	
  

 
	
  

 	
 (a) The Owners shall pay to the
 Managers an annual management fee as stated in Box 14 for their services as Managers under this Agreement, (i) a flat management fee as stated in the Confirmation and which
 shall be payable monthly in advance against proper invoice in equal
 monthly instalments in advance, the first instalment (pro rata if appropriate) being payable on
 the commencement of this Agreement (see Clause 2  (Commencement and Appointment) and Box 2) and subsequent instalments being payable at the
 beginning of every calendar month; and

 
	
  

 	
  (ii) for providing chartering services in accordance with clause 6{a) a
 commission of one and a quarter percent (1.25%) on all monies earned by the Owners on each
 Vessel fixture.  The management fee and commissions shall be payable to the Managers’ nominated account stated in
 Box 15 and shall become due and
 payable from the Owners to the Managers as from the Effective Date.

 
	
  

 
	
  

 	
 (b) The
 management fee shall be subject to an annual review and the proposed fee
 shall be presented in the annual budget in accordance) with Sub clause l3(a).

 
	
  

 
	
  

 	
 (c) The
 Managers shall, at no extra cost to the Owners, provide their own office accommodation,
 office staff, facilities and stationery.
 Without limiting the generality of this Clause 12 (Management Fee and
 Expenses) the Owners shall reimburse the
 Managers for postage and communication expenses, travelling expenses, and
 other out of pocket expenses properly incurred by the Managers in pursuance
 of the Management Services. Any days used by the Managers’ personnel
 travelling to or from or attending on the Vessel or otherwise used in
 connection with the Management Services in excess of those agreed in the
 budget shall be charged at the daily rate stated in Box-16.

 
	
  

 
	
  

 	
 (d) If
 the Owners decide to layup the Vessel and such layup lasts for more than the
 number of months stated in Box 17, an appropriate reduction of the Management
 Fee for the period exceeding such period until one month before the Vessel is again put into
 service shall be mutually agreed between the parties. If the Managers are providing crow management services in
 accordance with Sub clause 5(a), consequential costs of reduction and reinstatement of the Crow shall
 be for the Owners’ account. If agreement cannot be reached then either party
 may terminate this Agreement in accordance with Sub clause 22(e).

 
	
  

 
	
  

 	
 (e) Save as otherwise provided in this Agreement, all
 discounts and commissions obtained by the Managers in the course of the performance of the Management
 Services shall be credited to the Owners.

 





	
  

 	
  

 
	
  

 	
 13. Budgets and
 Management of Funds

 




	
  

 	
  

 
	
  

 	
 (a) The
 Managers’ initial budget is set out in Annex “C” hereto. Subsequent budgets
 shall be for twelve month periods and shall be prepared by the Managers and presented to the Owners not less than  three months before the end of the budget year.

 
	
  

 	
  

 
	
  

 	
  (b) The Owners shall state to the
 Managers in a timely manner, but in any event within one month of presentation, whether or not they agree to each
 proposed annual budget. The parties shall negotiate in good faith and if they
 fail to agree on the annual budget, including the management fee, either
 party may terminate this Agreement in accordance)
 with Sub clause 22(e).

 
	
  

 	
  

 
	
  

 	
 (c) Following
 the agreement of the budget, the Managers shall prepare and present to the
 Owners their estimate of the working capital
 requirement for the Vessel and shall each month request the Owners in writing
 to pay the funds required to run the Vessel for the ensuing month, including
 the payment of any occasional or extraordinary
 item of expenditure, such as emergency repair costs, additional insurance
 premiums, bunkers or provisions. Such funds shall be received by the
 Managers within ten running days after the receipt by the Owners of the
 Managers’ written request and shall be hold to the credit of the Owners in a
 separate bank account.

 
	
  

 	
  

 
	
  

 	
 (d) The
 Managers shall at all times maintain and keep true and correct accounts in
 respect of the Management Services in accordance with the relevant
 International Financial Reporting Standards or such other standard

 
	
  

 	
  

 


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PART II

SHIPMAN 2009

Standard ship management agreement


	
  

 	
  

 
	
  

 	
 as the
 parties may agree, including records of-all-costs and expenditure incurred,
 and produce a comparison between
 budgeted and actual income and expenditure of the Vessel in such form and at
 such intervals as shall be mutually agreed.

 
	
  

 	
  

 
	
  

 	
 The Managers shall-make such
 accounts available for inspection and auditing by the Owners and/or their representatives in the Managers’ offices or by
 electronic means, provided reasonable notice is given by the Owners.

 
	
  

 	
  

 
	
  

 	
  (e)     Notwithstanding
 anything contained herein, the Managers shall in no circumstances be required
 to use or commit their own funds to finance the provision of the Management
 Services.

 


10






PART
II 

SHIPMAN 2009 

Standard ship management agreement


	
  

 
	
 SECTION 5 – Legal, General and Duration of Agreement 

 




	
  

 	
  

 
	
 14.
 Trading Restrictions

 
	
  

 	
 If the Managers are
 providing crow management services in accordance with Sub clause 5(a) (Crow
 Management), the Owners and the Managers will, prior to the commencement of
 this Agreement, agree on any trading restrictions to the Vessel that may
 result from the terms and conditions of the Crew’s employment.

 
	
  

 	
  

 
	
 15.
 Replacement

 
	
  

 	
 If the Managers are
 providing crow management services in accordance with Sub-clause 5(a) (Crew
 Management), the Owners may require the replacement, at their own expense, at
 the next reasonable opportunity, of any member of the Crow found on
 reasonable grounds to be unsuitable service. If the Managers have failed to
 fulfil their obligations in providing suitable qualified Crew within the
 moaning of Sub-clause 5(a) (Crew Management), then such replacement shall be
 at the Managers’ expense.

 
	
  

 	
  

 
	
 16.
 Managers’ Right to Sub-Contract

 
	
  

 	
 Save as provided herein,
The Managers shall not subcontract any of their obligations hereunder without
the prior written consent of the Owners which shall not be unreasonably
withheld. The Owners consent to the subcontract of (a) the chartering services to Scorpio Uk Ltd of 150 Aldersgate Street, London EC1A 4AB and
Scorpio USA LLC of 2711 Centerville Road, Suite 400, Wilmington Delaware,
19808 County of New Castle; and (b) post-fixture operations to Scorpio Marine
Management (India) Pvt Ltd, of A/301 Delphi, Hiranandany Business Park,
Powai, Mumbai, 400076, Maharashtra, India. In the event of such a sub
contract the Managers shall remain fully liable for the due performance
of their obligations under this Agreement.  

 
	
  

 	
  

 
	
 17.
 Responsibilities

 
	
  

 	
  (a)     Force Majeure

 
	
  

 	
 Neither party shall be
 liable for any loss, damage or delay due to any of the following force
 majeure events and/or conditions to the extent that the party invoking force
 majeure is prevented or hindered from performing any or all of their
 obligations under this Agreement, provided they have made all reasonable
 efforts to avoid, minimize or prevent the effect of such events and/or
 conditions:

 
	
  

 	
  

 
	
  

 	
  (i)     acts of God;

 
	
  

 	
  

 
	
  

 	
  (ii)     any Government
 requisition, control, intervention, requirement or interference;

 
	
  

 	
  

 
	
  

 	
  (iii)     any
 circumstances arising out of war, threatened act of war or warlike
 operations, acts of terrorism, sabotage or piracy, or the consequences
 thereof;

 
	
  

 	
  

 
	
  

 	
  (iv)     riots, civil
 commotion, blockades or embargoes;

 
	
  

 	
  

 
	
  

 	
  (v)     epidemics;

 
	
  

 	
  

 
	
  

 	
  (vi)     earthquakes,
 landslides, floods or other extraordinary weather conditions;

 
	
  

 	
  

 
	
  

 	
  (vii)     strikes,
 lockouts or other industrial action, unless limited to the employees (which
 shall not include the Crew) of the party seeking to invoke force majeure;

 
	
  

 	
  

 
	
  

 	
  (viii)     fire,
 accident, explosion except where caused by negligence of the party seeking to
 invoke force majeure; and

 
	
  

 	
  

 
	
  

 	
  (ix)     any other
 similar cause beyond the reasonable control of either party.

 
	
  

 	
  

 
	
  

 	
  (b)      Liability to Owners

 
	
  

 	
  (i)       Without prejudice to Sub-clause 17 (a),
the Managers shall be under no liability whatsoever to the Owners for any
loss, damage, delay or expense of whatsoever nature, whether direct or
indirect, (including but not limited to loss of profit arising out of or in
connection with detention of or delay to the Vessel) and howsoever arising in
the course of performance of the Management Services UNLESS same is proved to
have resulted solely from the negligence, gross negligence or wilful default
of the Managers or their employees or agents, or sub-contractors employed by
them in connection with the Vessel, in which case (save where loss, damage,
delay or expense has resulted from the Managers’ personal act or omission
committed with the intent to cause same or recklessly and with knowledge that
such loss, damage, delay or expense would probably result) the Managers’
liability for each incident or series of incidents 

 


11





PART
11 

SHIPMAN 2009

Standard ship management agreement


	
  

 	
  

 
	
  

 	
 giving rise to a claim or
claims shall never exceed a total of ten (10) times the annual management fee
as per Clause 12(a)(i)  

 
	
  

 	
 payable hereunder.

 
	
  

 	
  

 
	
  

 	
 (ii)     Acts
or omissions of the Crew - Notwithstanding anything that may appear to
the contrary in this Agreement, the Managers shall not be liable for any acts
or omissions of the Crew, even if such acts or omissions are negligent,
grossly negligent or wilful, except only to the extent that they are shown
to have resulted from a
failure by the Managers to discharge their obligations under Clause 5(a) (Crew Management), in which case their
liability shall be limited in
accordance with the terms of this Clause 17 (Responsibilities). 

 
	
  

 	
  

 
	
  

 	
  (c)     Indemnity

 
	
  

 	
 Except to the extent and
 solely for the amount therein set out that the Managers would be liable under
 Sub-clause 17(b), the Owners hereby undertake to keep the Managers and
 their employees agents and sub-contractors indemnified and to hold them
 harmless against all actions, proceedings, claims, demands or liabilities
 whatsoever or howsoever arising which may be brought against them or incurred
 or suffered by them arising out of or in connection with the performance of
 this Agreement, and against and in respect of all costs, loss, damages and
 expenses (including legal costs and expenses on a full indemnity basis) which
 the Managers may suffer or incur (either directly or indirectly) in the
 course of the performance of this Agreement.

 
	
  

 	
  

 
	
  

 	
 (d)     “Himalaya” 

 
	
  

 	
 It is hereby expressly
 agreed that no employee or agent of the Managers (including every sub-contractor
 from time to time employed by the Managers) shall in any circumstances
 whatsoever be under any liability whatsoever to the Owners for any loss,
 damage or delay of whatsoever kind arising or resulting directly or
 indirectly from any act, neglect or default on his part while acting in the
 course of or in connection with his employment and, without prejudice to the
 generality of the foregoing provisions in this Clause 17
 (Responsibilities), every exemption, limitation, condition and liberty herein
 contained and every right, exemption from liability, defence and immunity of
 whatsoever nature applicable to the Managers or to which the Managers are
 entitled hereunder shall also be available and shall extend to protect every
 such employee or agent of the Managers acting as aforesaid and for the
 purpose of all the foregoing provisions of this Clause 17
 (Responsibilities) the Managers are or shall be deemed to be acting as agent
 or trustee on behalf of and for the
 benefit of all persons who are or might be their servants or agents from time
 to time (including sub-contractors as
 aforesaid) and all such persons shall to this extent be or be
 deemed to be parties to this Agreement.

 
	
  

 	
  

 
	
 18.
 General Administration

 
	
  

 	
  (a)     The Managers
 shall keep the Owners and, if appropriate, the Company informed in a timely
 manner of any incident of which the Managers become aware which gives or may
 give rise to delay to the Vessel or claims or disputes involving third
 parties and which individually are reasonably estimated to be in excess of
 US$15,000.

 
	
  

 	
  

 
	
  

 	
  (b)     The Managers
 shall handle and settle all claims and disputes arising out of the Management
 Services hereunder, unless the Owners instruct the Managers otherwise. The
 Managers shall keep the Owners appropriately informed in a timely manner
 throughout the handling of such claims and disputes.

 
	
  

 	
  

 
	
  

 	
  (c)     The Owners may
 request the Managers to bring or defend other actions; suits or proceedings
 related to the Management Services, on terms to be agreed and subject to the
 provisions of clause 18(a) and 18(b).

 
	
  

 	
  

 
	
  

 	
  (d)     The Managers
 shall have power to obtain appropriate legal or technical or other outside
 expert advice in relation to the handling and settlement of claims in
 relation to Sub-clauses 18(a) and 18(b) and disputes and any
 other matters affecting the interests of the Owners in respect of the Vessel,
 save Managers should obtain Owners approval prior to taking any action if
 time permits and unless the Owners instruct the Managers otherwise.

 
	
  

 	
  

 
	
  

 	
  (e)     On giving reasonable notice, the Owners
may request, and the Managers shall in a timely manner make available, all
documentation, information and records in respect of the matters covered by this Agreement and in respect of the
Management Services. 

 
	
  

 	
 either related to mandatory rules or regulations or other obligations
 applying to the Owners in respect of the Vessel
 (including but not limited to STCW 05, the ISM Code and ISPS Code) to the
 extent permitted by relevant legislation.

 


12






PART II 

SHIPMAN 2009 

Standard ship management agreement


	
  

 	
  

 
	
  

 	
 On giving
 reasonable notice, the Managers may request, and the Owners shall in a timely
 manner make available, all documentation,
 information and records reasonably required by the Managers to enable them to
 perform the Management Services.

 
	
  

 	
  

 
	
  

 	
  (f)     The Owners
 shall arrange for the provision of any necessary guarantee bond or other
 security.

 
	
  

 	
  

 
	
  

 	
  (g)     Any costs
 incurred by the Managers in carrying out their obligations according to this
 Clause 18 (General Administration) shall be reimbursed by the Owners.

 
	
  

 	
  

 
	
 19.
 Inspection of Vessel

 
	
  

 	
 The Owners may at any time
 after giving reasonable notice to the Managers inspect the Vessel for any
 reason they consider necessary.

 
	
  

 	
  

 
	
 20.
 Compliance with Laws and Regulations

 
	
  

 	
 The parties will not do or
 permit to be done anything which might cause any breach or infringement of
 the laws and regulations of the Flag State, or of the places where the Vessel
 trades. 

 
	
  

 	
  

 
	
 21.
 Duration of the Agreement

 
	
  

 	
  (a)     This Agreement
 shall come into effect at the date stated in Box 2 and shall continue until
 terminated by either party by giving notice to the other; in which event this
 Agreement shall terminate upon the expiration of the later of the number
 of months stated in Box 18 or a period of two (2) twenty-four (24)
 months from the date on which 
such notice is received, unless terminated
 earlier in accordance with Clause 22 (Termination).

 
	
  

 	
  

 
	
  

 	
  (b)     Where the
 Vessel is not at a mutually convenient port or place on the expiry of such
 period, this Agreement shall terminate on the subsequent arrival of the
 Vessel at the next mutually convenient port or place.

 
	
  

 	
  

 
	
 22.
 Termination

 
	
  

 	
 (a)     Owners’ or Managers’ default

 
	
  

 	
 If either party fails to meet their obligations
 under this Agreement, the other party may give notice to the party in default
 requiring them to remedy it. In the event that the party in default fails to
 remedy it within a reasonable time to the reasonable satisfaction of the
 other party, that party shall be entitled to terminate this Agreement
 with immediate effect by giving notice to the party in default. 

 
	
  

 	
 If the
 Managers are convicted of, or admits guilt for, a crime, then the Owners
 shall be entitled to terminate the Agreement with immediate effect by notice
 in writing.

 
	
  

 	
  

 
	
  

 	
  (b)     Notwithstanding
 Sub-clause 22(a):

 
	
  

 	
  

 
	
  

 	
  (i)     The Managers
 shall be entitled to terminate the Agreement with immediate effect by giving
 notice to the Owners if any monies payable by the Owners and/or the owners of
 any associated vessel, details of which are listed in Annex “D”,
 shall not have been received in the Managers’ nominated account within ten days (10) of receipt by the Owners of the Managers’ written
 request, or if the Vessel is repossessed by the Mortgagee(s).

 
	
  

 	
  

 
	
  

 	
  (ii)     If the Owners proceed
 with the employment of or continue to employ the Vessel in the carriage of
 contraband, blockade running, or in an unlawful trade, or on a voyage which
 in the reasonable opinion of the Managers is unduly hazardous or improper,
 the Managers may give notice of the default to the Owners, requiring them to remedy it as soon as practically possible.
 In the event that the Owners fail to remedy it within a reasonable time to
 the satisfaction of the Managers, the Managers shall be entitled to terminate
 the Agreement with immediate effect by notice.

 
	
  

 	
  

 
	
  

 	
 (iii)     If either party fails to
meet their respective obligations under Sub-clause 5(b) (Crew Insurances) and
Clause 10 (Insurance Policies), the other party may give notice to the party
in default requiring them to remedy it within ten (10) days, failing which
the other party may terminate this Agreement with immediate effect by giving
notice to the party in default. 

 
	
  

 	
  

 
	
  

 	
  (c)     Extraordinary
 Termination

 
	
  

 	
 This Agreement shall be
 deemed to be terminated in the case of the sale of the Vessel or, if the
 Vessel becomes a total loss or is declared as a
 constructive or compromised or arranged total loss or is requisitioned or has
 been declared missing or, if bareboat chartered, unless otherwise agreed,
 when the bareboat charter comes
 to an end or she is not delivered to the Owners on the Effective Date.

 


13






PART II 

SHIPMAN 2009 

Standard ship management agreement


	
  

 	
  

 
	
  

 	
  (d)     For
 the purpose of Sub-clause 22(c) hereof:

 
	
  

 	
  

 
	
  

 	
  (i)      the date upon
 which the Vessel is to be treated as having been sold or otherwise disposed
 of shall be the date on which the Vessel’s owners cease to be the registered
 owners of the Vessel;

 
	
  

 	
  

 
	
  

 	
  (ii)     the Vessel
 shall be deemed to be lost either when it has become an actual total loss or
 agreement has been reached with the Vessel’s underwriters in respect of its
 constructive total loss or if such agreement with the Vessel’s underwriters
 is not reached it is adjudged by a competent tribunal that a constructive
 loss of the Vessel has occurred; and

 
	
  

 	
  

 
	
  

 	
  (iii)     the date upon
 which the Vessel is to be treated as declared missing shall be ten (10)
 days after the Vessel was last reported or when the Vessel is recorded as
 missing by the Vessel’s underwriters, whichever occurs first. A missing vessel
 shall be deemed lost in accordance with the provisions of Sub-clause 22(d)(ii).

 
	
  

 	
  

 
	
  

 	
  (e)     In the event the parties fail to agree the
 annual budget in accordance with Sub-clause 13(b), or to agree a change of
 flag in accordance with Sub clause 9(d)(ii), or to agree to a reduction in the Management Fee in accordance with Sub clause 12(b),
 either party may terminate this Agreement by giving the other party not less than
 one month’s notice, the result of which will be the expiry of the Agreement at the end of the current budget period or on expiry of the notice
 period, whichever is the later.

 
	
  

 	
  

 
	
  

 	
  (f)     This
 Agreement shall terminate forthwith in the event of an order being made or
 resolution passed for the winding up, dissolution, liquidation or bankruptcy
 of either party (otherwise than for the purpose of reconstruction or
 amalgamation) or if a receiver or administrator is appointed, or if it
 suspends payment, ceases to carry on business or makes any special
 arrangement or composition with its creditors. Either party shall have
 the right to terminate this Agreement forthwith if the other party: has
 ceased to trade; suspend payment(s); has an order made or resolution passed for its
 winding up, dissolution, liquidation or bankruptcy (otherwise than for the
 purpose of solvent reconstruction or amalgamation); has a receiver,
 administrative receiver, administrator or other similar official appointed
 over all or substantially all of its assets or undertakings; has a secured
 party take possession of all or substantialy all its assets; has become
 insolvent or gone into liquidation (unless such liquidation is for the
 purpose of a solvent reconstruction or amalgamation); makes a general
 assignement, arrangement or composition with or for the benefit of its
 creditors; is unable to pay its debts as they become due; causes or is
 subject to any event with respect to it which, under the applicable laws of
 any jurisdiction, has an analogous effect to any of the events specified in
 the foregoing text: or, takes any action in furtherance of, or indicating its
 consent to, aproval of, or acquiescence in, any of the foregoing acts.

 
	
  

 	
  

 
	
  

 	
  (g)     In the event
 of the termination of this Agreement for any reason other than default by the
 Managers the management fee payable to the Managers according to the
 provisions of Clause 12 (Management Fee and Expenses), shall continue
 to be payable for a further period of the number of months stated in Box 19
 as from the effective date of termination. If Box 19 is left blank
 then ninety (90) days shall apply.

 
	
  

 	
  

 
	
  

 	
 (h)     In addition, where the Managers provide
 Crew for the Vessel in accordance with Clause 5(a) (Crew Management):

 
	
  

 	
  

 
	
  

 	
 (i)     the Owners shall pay continue to pay Crew
 Support Costs during the said further period of the number of months stated
 in Box 19; and

 
	
  

 	
  

 
	
  

 	
 (ii)     the Owners
 shall pay an equitable proportion of any Severance Costs which may be
 incurred, not exceeding the amount
 stated in Box 20. The Managers shall use their reasonable endeavours to
 minimise such Severance Costs.

 
	
  

 	
  

 
	
  

 	
  (i)     On the
 termination, for whatever reason, of this Agreement, the Managers shall
 release to the Owners, if so requested, the originals where possible, or
 otherwise certified copies, of all accounts and all documents specifically
 relating to the Vessel and its operation.

 
	
  

 	
  

 
	
  

 	
  (j)     The
 termination of this Agreement shall be without prejudice to all rights
 accrued due between the parties prior to the date of termination.

 
	
  

 	
  

 
	
 23. BIMCO
 Dispute Resolution Clause

 
	
  

 	
  

 
	
  

 	
  (a)     This Agreement
 shall be governed by and construed in accordance with English law and any
 dispute arising out of or in connection with this Agreement shall be referred
 to arbitration in London in accordance with the Arbitration Act 1996
 or any statutory modification or re-enactment thereof save to the extent
 necessary 

 


14







PART II

SHIPMAN 2009 

Standard ship management agreement


	
  

 	
  

 
	
 to
 give effect to the provisions of this Clause. 

 
	
  

 
	
 The
 arbitration shall be conducted in accordance with the London Maritime
 Arbitrators Association (LMAA) Terms current at the time when the arbitration
 proceedings are commenced.

 
	
  

 	
  

 
	
 The
 reference shall be to three arbitrators. A party wishing to refer a dispute
 to arbitration shall appoint its arbitrator and send notice of such
 appointment in writing to the other party requiring the other party to
 appoint its own arbitrator within 14 calendar days of that notice and stating
 that it will appoint its arbitrator as sole arbitrator unless the other party
 appoints its own arbitrator and gives notice that it has done so within the 14
 days specified. If the other party does not appoint its own arbitrator and
 give notice that it has done so within the 14 days specified, the party
 referring a dispute to arbitration may, without the requirement of any
 further prior notice to the other party, appoint its arbitrator as sole
 arbitrator and shall advise the other party accordingly. The award of a sole
 arbitrator shall be binding on both parties as if he had been appointed by
 agreement.

 
	
  

 	
  

 
	
 Nothing
 herein shall prevent the parties agreeing in writing to vary these provisions
 to provide for the appointment of a sole arbitrator.

 
	
  

 	
  

 
	
 In
 cases where neither the claim nor any counterclaim exceeds the sum of
 USD50,000 (or such other sum as the parties may agree) the arbitration shall
 be conducted in accordance with the LMAA Small Claims Procedure current at
 the time when the arbitration proceedings are commenced.

 
	
  

 	
  

 
	
 (b)     This
 Agreement shall be governed by and construed in accordance with Title 9 of
 the United States Code and the Maritime Law of the United
 States and any dispute arising out of or in connection with this Agreement
 shall be referred to three persons at New York, one to be appointed by each
 of the parties hereto, and the third by the two so chosen; their decision or that of
 any two of them shall be final, and for the purposes of enforcing any
 award, judgment may be entered on an award by any court of competent
 jurisdiction. The proceedings shall be conducted in accordance with the rules
 of the Society of Maritime Arbitrators, Inc.

 
	
  

 	
  

 
	
 In
 cases where neither the claim nor any counterclaim exceeds the sum of
 USD50,000 (or such other sum as the parties may agree) the
 arbitration shall be conducted in accordance with the Shortened Arbitration Procedure of
 the Society of Maritime Arbitrators, Inc. current at the time when the
 arbitration proceedings are commenced.

 
	
  

 	
  

 
	
 (c)     This
 Agreement shall be governed by and construed in accordance with the laws of
 the place mutually agreed by the parties and any dispute arising
 out of or in connection with this Agreement shall be referred to arbitration at a mutually agreed place,
 subject to the procedures applicable there.

 
	
  

 	
  

 
	
 (d)     Notwithstanding
Sub-clauses 23(a),  23(b) or 23(c) above, the parties may agree
at any time to refer to mediation any difference and/or dispute arising out
of or in connection with this Agreement. 

 
	
  

 	
  

 
	
 (i)      In
 the case of a dispute in
 respect of which arbitration has been commenced under Sub-clauses 23(a),
 23(b) or 23(c) above, the following shall apply:

 
	
  

 	
  

 
	
 (ii)     Either
 party may at any time and from time to time elect to refer the dispute or
 part of the dispute to mediation by service on the other party of a written
 notice (the “Mediation Notice”) calling on the other party to agree to
 mediation.

 
	
  

 	
  

 
	
 (iii)    The
 other party shall thereupon within 14 calendar days of receipt of the
 Mediation Notice confirm that they agree to mediation, in which case the
 parties shall thereafter agree a mediator within a further 14 calendar days, failing which on the
 application of either party a mediator will be appointed promptly by the
 Arbitration Tribunal (“the Tribunal”) or such person as the Tribunal may
 designate for that purpose. The mediation shall be conducted in such place
 and in accordance with such procedure and on such terms as the parties may
 agree or, in the event of disagreement, as may be set by the mediator.

 
	
  

 	
  

 
	
 (iv)    If
 the other party does not agree to mediate, that fact may be brought to the
 attention of the Tribunal and may be taken into account by the Tribunal when
 allocating the costs of the arbitration as between the parties.

 
	
  

 	
  

 
	
 (v)     The
 mediation shall not affect the right of either party to seek such relief or
 take such steps as it considers necessary to protect its interest.

 


15






PART II

SHIPMAN 2009 

Standard ship management agreement


	
  

 	
  

 
	
  

 	
  (vi)
       Either party may advise the Tribunal that
 they have agreed to mediation. The arbitration procedure shall continue
 during the conduct of the mediation but the Tribunal may take the mediation
 timetable into account when setting the timetable for steps in the
 arbitration. 

 
	
  

 	
  

 
	
  

 	
  (vii)     
 Unless otherwise agreed or specified in the mediation terms, each party shall
 bear its own costs incurred in the mediation and the parties shall share
 equally the mediator’s costs and expenses. 

 
	
  

 	
  

 
	
  

 	
  (viii)   
 The mediation process shall be without prejudice and confidential and no
 information or documents disclosed during it shall be revealed to the
 Tribunal except to the extent that they are disclosable under the law and
 procedure governing the arbitration. 

 
	
  

 	
  

 
	
  

 	
  (Note: The parties should be aware that the mediation
 process may not necessarily interrupt time limits.) 

 
	
  

 	
  

 
	
  

 	
  (e)       
If Box 21 in Part I is not appropriately filled in, Sub-clause 23(a) of this
Clause shall apply.  

 
	
  

 	
  

 
	
  

 	
 Note: Sub-clauses 23(a), 23(b) and 23(c) are
 alternatives; indicate alternative agreed in Box 21. Sub-clause 23(d)
 shall apply in all cases.

 
	
  

 	
  

 
	
 24. Notices 

 
	
  

 	
  

 
	
  

 	
  (a)       
All notices given by either party or their agents to the other party or their
agents in accordance with the
provisions of this Agreement shall be in writing and shall, unless
specifically provided in this Agreement to
the contrary, be sent to the address for that other party as set out
in Boxes 22 and 23 or as appropriate or to such other address as the
other party may designate in writing.  

 
	
  

 	
  

 
	
  

 	
 A notice may be sent by registered or recorded mail, facsimile, electronically
or delivered by hand in accordance with this Sub-clause 24(a). 

 
	
  

 	
  

 
	
  

 	
  (b)        Any
 notice given under this Agreement shall take effect on receipt by the other
 party and shall be deemed to have been received: 

 
	
  

 	
  

 
	
  

 	
  (i)         if
 posted, on the seventh (7th) day after posting; 

 
	
  

 	
  

 
	
  

 	
 (ii)
        if sent by facsimile or electronically,
 on the day of transmission; and 

 
	
  

 	
  

 
	
  

 	
  (iii)       if delivered by
 hand, on the day of delivery. 

 
	
  

 	
  

 
	
  

 	
 And
 in each case proof of posting, handing in or transmission shall be proof that
 notice has been given, unless proven to the contrary.

 
	
  

 	
  

 
	
 25. Entire Agreement 

 
	
  

 
	
  

 	
 This
 Agreement constitutes the entire agreement between the parties and no
 promise, undertaking, representation, warranty or statement by either party
 prior to the date stated in Box 2 shall affect this Agreement. Any
 modification of this Agreement shall not be of any effect unless in writing
 signed by or on behalf of the parties. 

 
	
  

 	
  

 
	
 26. Third Party Rights 

 
	
  

 
	
  

 	
 Except
to the extent provided in Sub-clauses 17(c) (Indemnity) and 17(d)
(Himalaya), no third parties may enforce any term of this Agreement.  

 
	
  

 	
  

 
	
 27.
 Partial Validity 

 
	
  

 
	
  

 	
 If
 any provision of this Agreement is or becomes or is held by any arbitrator or
 other competent body to be illegal, invalid or unenforceable in any respect
 under any law or jurisdiction, the provision shall be deemed to be amended to
 the extent necessary to avoid such illegality, invalidity or
 unenforceability, or, if such amendment is not possible, the provision shall
 be deemed to be deleted from this Agreement to the extent of such illegality,
 invalidity or unenforceability, and the remaining provisions shall continue in
 full force and effect and shall not in any way be affected or impaired
 thereby. 

 
	
  

 	
  

 
	
 28. Interpretation 

 
	
  

 
	
  

 	
 In
 this Agreement:

 
	
  

 	
  

 
	
  

 	
  (a)      
 Singular/Plural

 
	
  

 	
 The
 singular includes the plural and vice versa as the context admits or
 requires.

 
	
  

 	
  

 
	
  

 	
  (b)      Headings

 


16






PART II

SHIPMAN 2009 

Standard ship management agreement


The
index and headings to the clauses and appendices to this Agreement are for
convenience only and shall not affect its construction or interpretation. 


(c)     Day 

“Day” means a calendar day unless expressly stated to the contrary.  


Any additional clauses
attached hereto together with the Confirmation, any subsequent addenda,
schedules, appendicies or otherwise, shall be construed as an integral part of
this Agreement and shall be interpreted accordingly. 


17






STNG / SCM-SSM 2013 Master Agreement EXECUTION COPY


Annex II – STANDARD TECHNICAL MANAGEMENT TERMS






 

 Printed by BIMCO’s idea

 	 
	 
	 
	 
	 
	 
	 
	 

	 
	
	 
	 
	SHIPMAN 2009

       STANDARD SHIP MANAGEMENT AGREEMENT

         

       PART I
	 

	 
	1.
	Place and date of Agreement
	 
	 
	2. Date of commencement of
       Agreement (Cls. 2, 12, 21 and 25)
	 

	 
	 
	 
	 
	 
	 
	 
	 

	 
	3.
	Owners (name, place of registered
       office and law of registry) (Cl. 1)
	 
	 
	4. Managers (name, place of
       registered office and law of registry) (Cl. 1)
	 

	 
	 
	  (i) Name: As per Confirmation
	 
	 
	 
	  (i) Name: Scorpio Ship Management Sam
	 

	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	  (ii) Place of registered office: Ajeltake Road, Ajeltake Island, Majuro, MH 96960, Marshall Islands
	 
	 
	 
	  (ii) Place of registered office: 9 Boulevard Charles III, 98000 Monaco - MC
	 

	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	  (iii) Law of registry: Marshall Islands
	 
	 
	 
	  (iii) Law of registry: Monaco
	 

	 
	 
	 
	 
	 
	 
	 
	 

	 
	5.
	The Company (with reference to
       the ISM/ISPS Codes) (state name and IMO Unique Company Identification
       number. If the Company is a third party then also state registered
       office and principal place of business) (Cls. 1 and 9(c)(i))
	 
	 
	6. Technical Management (state
       “yes” or “no” as agreed) (Cl. 4)

       Yes
	 

	 
	 
	(i) Name: Scorpio Ship Management sam
	 
	 
	 
	 
	 

	 
	 
	

                                                                     (ii) IMO Unique Company
                                                                     Identification number: 0631141

                                                                     

                                                                     (iii) Place of registered
                                                                     office: 9 Boulevard Charles III, 

98000 Monaco - MC

                                                                     

                                                                     (iv) Principal place of
                                                                     business: Monaco
	 
	 
	7. Crew Management (state “yes”
       or “no” as agreed) (Cl. 5(a))
	 

	 
	 
	 
	 
	Yes
	 

	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	8. Commercial Management (state
       “yes” or “no” as agreed) (Cl. 6)
	 

	 
	 
	 
	 
	No
	 

	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 

	 
	9.   Chartering Services period
       (only to be filled in if “yes” stated in Box 8) (Cl.6(a))
	 
	 
	10. Crew Insurance arrangements
       (state “yes” or “no” as agreed)
	 

	 
	 
	 
	 
	  (i) Crew Insurances* (Cl. 5(b)): within owner cover as per 10(a)(ii)
	 

	  No
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	  (ii) Insurance for persons proceeding to sea on board (Cl.
                     5(b)(i)): within owner cover as per 10(a)(ii)
	 

	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	  *only to apply if Crew Management (Cl.
       5(a)) agreed (see Box 7)
	 

	 
	 
	 
	 
	 
	 
	 
	 

	 
	11.  Insurance arrangements (state
       “yes” or “no” as agreed) (Cl. 7)

       Yes
	 
	 
	12.
	Optional insurances (state
       optional insurance(s) as agreed, such as piracy, kidnap and ransom, loss of
       hire and FD & D) (Cl. 10(a)(iv))
	 

	 
	 
	 
	FD&D, Kidnap and Ransom while transiting extended GOA
	 

	 
	 
	 
	 
	 
	 
	 
	 

	 
	13.
	Interest (state rate of interest
       to apply after due date to outstanding sums) (Cl. 9(a))
	 
	 
	14.
	Annual management fee (state
       annual amount) (Cl. 12(a))
	 

	   per month
	 
	 
	
	 

	 
	 
	 
	 
	 
	 
	 
	 

	 
	15.
	Manager’s nominated account (Cl.12(a))
	 
	 
	16.
	Daily rate (state rate for days
       in excess of those agreed in budget) (Cl. 12(c))
	 

	 
	Beneficiary: Scorpio Ship Management
	 
	 
	USD in excess of 20 days per year travel included
	 

	 
	I.B.A.N:
	 
	 
	 
	 

	 
	A/C no.:
	 
	 
	17. Lay-up period / number of
       months (Cl.12(d))
	 

	 
	Bank:
	 
	 
	2 months
	 

	 
	THROUGH:
	 
	 
	 
	 

	 
	(IF NEEDED) 

     BANK SWIFT CODE
	 
	 
	 
	 

	 
	18.
	Minimum contract period (state number of months) (Cl. 21(a))
	 
	 
	19.
	Management fee on termination
       (state number of months to apply) (Cl. 22(g))
	 

	   NONE
	 
	   3 (three) months
	 

	 
	 
	 
	 
	 
	 
	 
	 

	 
	20.

        
	Severance Costs (state maximum amount)
                                                    (Cl. 22(h)(ii))

                                                    
	 
	 
	21.
	Dispute Resolution (state
       alternative Cl. 23(a), 23(b) or 23(c): if Cl. 23(c) place of arbitration must be stated) (Cl. 23)
	 

	 
	 
	 
	 
	   23(a)
	 

	 
	 
	 
	 
	 
	 
	 
	 



 

 Continued

 This
   document is a computer generated SHIPMAN 2009 form printed by authority of
   BIMCO. Any insertion or deletion to the form must be clearly visible. In the
   event of any modification made to the pre-printed text of this document which
   is not clearly visible, the text of the original BIMCO approved document shall
   apply. BIMCO assumes no responsibility for any loss, damage or expense as a
   result of discrepancies between the original BIMCO approved document and this
   computer generated document.

 

 

 

 
 

 	 
	 
	 

	Printed by BIMCO’s
       idea
	SHIPMAN
       2009

       Standard ship
         management agreement
	PART 1

	 
	 
	 



 (Continued)



 	 
	 
	 
	 
	 
	 
	 
	 

	 
	22.
	Notices (state full style contact
       details for serving notice and communication to the Owners) (Cl. 24)
	 
	 
	23.
	Notices (state full style contact
       details for serving notice and communication to the Managers) (Cl.
         24)
	 

	   As per Confirmation
	 
	   Scorpio Ship Management Sam

       9 Boulevard Charles III, 98000 Monaco - MC

       tel: +377 97985700 email: fbellusci@scorpio.mc
     
	 

	 
	 
	 
	 
	 
	 
	 
	 





It is
   mutually agreed between the party stated in Box 3 and the party stated
   in Box 4 that this Agreement consisting of PART I and PART II as well as
   Annexes “A” (Details of Vessel or Vessels), “B” (Details of Crew), “C”
   (Budget), “D” (Associated Vessels) and “E” (Fee Schedule) attached hereto,
   shall be performed subject to the conditions contained herein. In the event of
   a conflict of conditions, the provisions of PART I and Annexes “A”, “B”,
  “C”, “D” and “E” shall prevail over those of PART ll to the extent of such
   conflict but no further.



 	 
	 
	 
	 

	 Signature(s) (Owners)
	 
	 
	Signature(s) (Managers)

	 
	 
	 
	 

	 
	 
	 
	 

	 
	 
	 
	 



 









Printed by BIMCO’s idea


	
  

 
	
 ANNEX “A” (DETAILS OF VESSEL OR
 VESSELS)

 
	
 TO THE BIMCO STANDARD SHIP
 MANAGEMENT AGREEMENT

 
	
 CODE NAME: SHIPMAN 2009

 



Date of
Agreement


Name of
Vessel(s):


Particulars of Vessal(s):


Continued


This
document is a computer generated SHIPMAN 2009 form printed by authority of
BIMCO. Any insertion or deletion to the form must be clearly visible. In the
event of any modification made to the pre-printed text of this document Which
is not clearly visible, the text of the original BIMCO approved document shall
apply. BIMCO assumes no responsibility for any loss, damage or expense as a
result of discrepancies between the original BIMCO approved document and this
computer generated document.












Printed by BIMCO’s idea


	
  

 
	
 ANNEX “B” (DETAILS
 OF CREW)

 
	
 TO THE BIMCO
 STANDARD SHIP MANAGEMENT AGREEMENT

 
	
 CODE NAME: SHIPMAN
 2009

 



Date of Agreement


Details of Crew:


	
  

 	
  

 	
  

 
	
 Numbers

 	
 Rank

 	
 Nationality

 




Continued


This
document is a computer generated SHIPMAN 2009 form printed by authority of
BIMCO. Any insertion or deletion to the form must be clearly visible. In the
event of any modification made to the pre-printed text of this document which
is not clearly visible, the text of the original BIMCO approved document shall
apply. BIMCO assumes no responsibility for any loss, damage or expense as a
result of discrepancies between the original BIMCO approved document and this
computer generated document.












Printed by BIMCO’s idea


	
  

 
	
 ANNEX “C” (BUDGET)

 
	
 TO THE BIMCO STANDARD SHIP
 MANAGEMENT AGREEMENT

 
	
 CODE NAME: SHIPMAN 2009


 



Date of
Agreement:


Managers’
initial budget with effect from the commencement date of this Agreement (see Box
2):


Continued


This
document is a computer generated SHIPMAN 2009 form printed by authority of BIMCO.
Any insertion or deletion to the form must be clearly visible. In the event of
any modification made to the pre-printed text of this document which is not
clearly visible, the text of the original BIMCO approved document shall apply.
BIMCO assumes no responsibility for any loss, damage or expense as a result of
discrepancies between the original BIMCO approved document and this computer
generated document.












Printed by BIMCO’s idea


	
  

 
	
 ANNEX “D”
 (ASSOCIATED VESSELS)

 
	
 TO THE BIMCO
 STANDARD SHIP MANAGEMENT AGREEMENT

 
	
 CODE NAME: SHIPMAN
 2009


 



NOTE: PARTIES SHOULD BE AWARE THAT BY COMPLETING THIS ANNEX “D” THEY
WILL BE SUBJECT TO THE PROVISIONS OF SUB-CLAUSE 22(b)(i) OF THIS
AGREEMENT.


Date of
Agreement:


Details of Associated Vessels:


Continued


This
document is a computer generated SHIPMAN 2009 form printed by authority of
BIMCO. Any insertion or deletion to the form must be clearly visible. In the
event of any modification made to the pre-printed text of this document which
is not dearly visible, the text of the original BIMCO approved document shall
apply. BIMCO assumes no responsibility for any loss, damage or expense as a
result of discrepancies between the original BIMCO approved document and we computer generated document.












Printed by BIMCO’s idea


	
  

 
	
 ANNEX “E” (FEE SCHEDULE)

 
	
 TO THE BIMCO STANDARD SHIP
 MANAGEMENT AGREEMENT

 
	
 CODE NAME: SHIPMAN 2009


 






Continued


This document is a computer
generated SHIPMAN 2009 form printed by authority of BIMCO. Any insertion or
deletion to the form must be clearly visible. In the event of any modification
made to the pre-printed text of this document which is not clearly visible, the
text of the original BIMCO approved document shall apply. BIMCO assumes no
responsibility for any loss, damage or expense as a result of discrepancies
between the original BIMCO approved document and this computer generated
document.









PART II

SHIPMAN 2009

Standard ship
management agreement


	
  

 
	
  SECTION 1 – Basis of the
 Agreement

 






	
  

 	
  

 
	
 1. Definitions

 
	
  

 	
 In this Agreement save where the context
 otherwise requires, the following words and expressions shall have the
 meanings hereby assigned to them:

 
	
  

 	
  

 
	
  

 	
 “Company” (with reference to the ISM Code
 and the ISPS Code) means the organization Identified in Box 5 or any replacement organization
 appointed by the Owners from time to time (see Sub-clauses 9(b)(i) or 9(c)(ii), whichever
 is applicable).

 
	
  

 	
  

 
	
  

 	
 “Crew” means the personnel of the numbers,
 rank and nationality specified in Annex “B” hereto.

 
	
  

 	
  

 
	
  

 	
 “Crew Insurances” means insurance of
 liabilities in respect of crew risks which shall include but not be limited
 to death, permanent disability, sickness, injury, repatriation, shipwreck
 unemployment indemnity and loss of personal effects (see Sub-clause 5(b) (Crew
 Insurances) and Clause 7
 (Insurance Arrangements) and Clause
 10 (Insurance Policies) and Boxes 10 and 11).

 
	
  

 	
  

 
	
  

 	
 “Crew Support Costs” means all expenses of
 a general nature which are not particularly referable to any individual
 vessel for the time being managed by the Managers and which are incurred by
 the Managers for the purpose of providing an efficient and economic
 management service and, without prejudice to the generality of the foregoing,
 shall include the cost of crew standby pay, training schemes for officers and
 ratings, cadet training schemes, sick pay, study pay, recruitment and
 interviews as pertain only to the
 Vessel and her requirements.

 
	
  

 	
  

 
	
  

 	
 “Flag State” means the State whose flag the
 Vessel is flying.

 
	
  

 	
  

 
	
  

 	
 “ISM Code” means the International
 Management Code for the Safe Operation of Ships and for Pollution Prevention
 and any amendment thereto or substitution therefor.

 
	
  

 	
  

 
	
  

 	
 “ISPS Code” means the International Code
 for the Security of Ships and Port Facilities and the relevant amendments to
 Chapter XI of SOLAS and any amendment thereto or substitution therefor.

 
	
  

 	
  

 
	
  

 	
 “Managers” means the party Identified in Box 4.

 
	
  

 	
  

 
	
  

 	
 “Management Services” means the services
 specified in SECTION 2 - Services (Clauses 4 through 7) as indicated affirmatively in Boxes 6 through 8, 10 and 11, and all other functions performed by
 the Managers under the terms of this Agreement.

 
	
  

 	
  

 
	
  

 	
 “Owners” means the party Identified in Box 3.

 
	
  

 	
  

 
	
  

 	
 “Severance Costs” means the costs which are
 legally required to be paid to the Crew as a result of the early termination
 of any contracts for service on the Vessel.

 
	
  

 	
  

 
	
  

 	
 “SMS” means the Safety Management System
 (as defined by the ISM Code).

 
	
  

 	
  

 
	
  

 	
 “STCW 95” means the International
 Convention on Standards of Training, Certification and Watchkeeping for
 Seafarers, 1978, as amended in 1995 and any amendment thereto or substitution
 therefor.

 
	
  

 	
  

 
	
  

 	
 “Vessel” means the vessel or vessels
 details of which are set out in Annex “A” attached hereto.

 
	
  

 	
  

 
	
 2. Commencement and Appointment

 
	
  

 	
 With effect from the date stated in Box 2 for the commencement of the
 Management Services and continuing unless and until terminated as provided
 herein, the Owners hereby appoint the Managers and the Managers hereby agree
 to act as the Managers of the Vessel in respect of the Management Services.

 
	
  

 	
  

 
	
 3. Authority of the Managers

 
	
  

 	
 Subject to the terms and conditions herein
 provided, during the period of this Agreement the Managers shall carry out
 the Management Services in respect of the Vessel as agents for and on behalf
 of the Owners. The Managers shall have authority to take such actions as they
 may from time to time in their absolute discretion consider to be necessary to
 enable them to perform the Management Services in accordance with sound ship
 management practice, including but not limited to compliance with all
 relevant rules and regulations.

 


1





PART II

SHIPMAN 2009

Standard ship management agreement


	
  

 
	
 SECTION 2 – Services

 






	
  

 	
  

 	
  

 
	
 4. Technical Management

 
	
  

 	
 (only applicable if agreed according to Box 6).

 
	
  

 	
 The Managers shall provide technical
 management which includes, but is not limited to, the following services:

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)     ensuring
 that the Vessel complies with the requirements of the law of the
 Flag State;

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)     ensuring
 compliance with the ISM Code;

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)     ensuring
 compliance with the ISPS Code;

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)     providing
 competent personnel to supervise the maintenance and general efficiency of
 the Vessel;

 
	
  

 	
  

 	
  

 
	
  

 	
 (e)     arranging
 and supervising dry dockings, repairs, alterations and the maintenance of the
 Vessel to the standards agreed with the Owners provided that the Managers
 shall be entitled to incur the necessary expenditure to ensure that the Vessel
 will comply with all requirements and recommendations of the classification
 society, and with the law of the Flag State and of the places where the
 Vessel is required to Trade:

 
	
  

 	
  

 	
  

 
	
  

 	
 (f)     arranging
 the supply of necessary stores, spares and lubricating oil;

 
	
  

 	
  

 	
  

 
	
  

 	
 (g)     appointing
 surveyors and technical consultants as the Managers may consider from time to
 time to be necessary;

 
	
  

 	
  

 	
  

 
	
  

 	
 (h)     in
 accordance with the Owners’ instructions, supervising the sale and physical
 delivery of the Vessel under the sale agreement. However services under this Sub-clause 4(h) shall
 not include negotiation of the sale agreement or transfer of ownership of the
 Vessel;

 
	
  

 	
  

 	
  

 
	
  

 	
 (i)     arranging
 for the supply of provisions unless provided by the Owners; and 

 
	
  

 	
  

 	
  

 
	
  

 	
 (j)     arranging
 for the sampling and testing of bunkers.

 
	
  

 	
  

 	
  

 
	
 5. Crew Management and Crew
 Insurances

 
	
  

 	
 (a)     Crew Management 

 
	
  

 	
 (only applicable if agreed according to Box 7).

 
	
  

 	
 The Managers shall provide suitably
 qualified Crew who shall comply with the requirements of STCW 95. The
 provision of such crew management services includes, but is not limited to,
 the following services:

 
	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 selecting, engaging and providing for the
 administration of the Crew, including, as applicable, payroll arrangements,
 pension arrangements, tax. social security contributions and other mandatory
 dues related to their employment payable in each Crew member’s country of
 domicile;

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 ensuring that the applicable requirements
 of the law of the Flag State in respect of rank, qualification and
 certification of the Crew and employment regulations, such as Crew’s tax and
 social insurance, are satisfied;

 
	
  

 	
  

 	
  

 
	
  

 	
 (iii)

 	
 ensuring that all Crew have passed a
 medical examination with a qualified doctor certifying that they are fit for
 the duties for which they are engaged and are in possession of valid medical
 certificates issued in accordance with appropriate Flag State requirements or
 such higher standard of medical examination as may be agreed with the Owners.
 In the absence of applicable Flag State requirements the medical certificate
 shall be valid at the time when the respective Crew member arrives on board
 the Vessel and shall be maintained for the duration of the service on board
 the Vessel;

 
	
  

 	
  

 	
  

 
	
  

 	
 (iv)

 	
 ensuring that the Crew shall have a common
 working language and a command of the English language of a sufficient
 standard to enable them to perform their duties safely;

 
	
  

 	
  

 	
  

 
	
  

 	
 (v)

 	
 arranging transportation of the Crew,
 including repatriation;

 
	
  

 	
  

 	
  

 
	
  

 	
 (vi)

 	
 training of the Crew;

 


2







PART II

SHIPMAN 2009

Standard ship management agreement

	 
	 
	 
	 

	 
	(vii)
	conducting union negotiations;
      and 

	 
	 
	 

	 
	(viii)
	if the Managers are the Company,
      ensuring that the Crew, on joining the Vessel, are given proper
      familiarisation with their duties in relation to the Vessel’s SMS and that
      instructions which are essential to the SMS are identified, documented and
      given to the Crew prior to sailing. 

	 
	 
	 

	 
	(ix)
	if the Managers are not the
      Company: 

	 
	 
	 

	 
	 
	(1)  ensuring
      that the Crew, before joining the Vessel, are given proper familiarisation
      with their duties in relation to the ISM Code; and 

	 
	 
	 

	 
	 
	(2)  instructing
      the Crew to obey all reasonable orders of the Company in connection with the
      operation of the SMS. 

	 
	 
	 

	 
	(x)
	Where Managers are not providing
      technical management services in accordance with Clause 4 (Technical
      Management): 

	 
	 
	 

	 
	 
	(1)  ensuring
      that no person connected to the provision and the performance of the crew
      management services shall proceed to sea on board the Vessel without the
      prior consent of the Owners (such consent not to be unreasonably withheld);
      and 

	 
	 
	 
	 

	 
	 
	(2)  ensuring
      that in the event that the Owners’ drug and alcohol policy requires measures
      to be taken prior to the Crew joining the Vessel, implementing such measures; 

	 
	 
	 
	 

	 
	(b) Crew
      Insurances

	 
	(only
      applicable if Sub-clause 5(a) applies and if agreed according to Box 10)

	 
	The Managers shall throughout the
      period of this Agreement provide the following services: 

	 
	 
	 
	 

	 
	(i)
	arranging Crew Insurances in
      accordance with the best practice of prudent managers of vessels of a similar
      type to the Vessel, with sound and reputable insurance companies,
      underwriters or associations. Insurances for any other persons proceeding to
      sea onboard the Vessel may be separately agreed by the Owners and the
      Managers (see Box 10);

	 
	 
	 
	 

	 
	(ii)
	ensuring that the Owners are
      aware of the terms, conditions, exceptions and limits of liability of the
      insurances in Sub-clause 5(b)(i);

	 
	 
	 
	 

	 
	(iii)
	ensuring that all premiums or
      calls in respect of the insurances in Sub-clause 5(b)(i) are paid by
      their due date;

	 
	 
	 
	 

	 
	(iv)
	if obtainable at no additional
      cost, ensuring that insurances in Sub-clause 5(b)(i) name the Owners
      as a joint assured with full cover and, unless otherwise agreed, on terms
      such that Owners shall be under no liability in respect of premiums or calls
      arising in connection with such insurances. 

	 
	 
	 
	 

	 
	(v)
	providing written evidence, to
      the reasonable satisfaction of the Owners, of the Managers’ compliance with
      their obligations under Sub-clauses 5(b)(ii), and 5(b)(iii) within a reasonable time of the commencement of this Agreement, and of each
      renewal date and, if specifically requested, of each payment date of the
      insurances in Sub-clause 5(b)(i). 

	 
	 
	 
	 

	6. Commercial
      Management 

	 
	(only applicable if agreed according to Box 8).

	 
	The Managers shall provide the
      following services for the Vessel in accordance with the Owners’
      instructions, which shall include but not be limited to: 

	 
	 
	 
	 

	 
	 (a)      seeking
      and negotiating employment for the Vessel and the conclusion (including the
      execution thereof) of charter parties or other contracts relating to the
      employment of the Vessel. If such a contract exceeds the period stated in Box
        9, consent thereto in writing shall first be obtained from the Owners;

	 
	 
	 
	 

	 
	 (b)      arranging for the provision of bunker fuels of the quality specified by the Owners as required for the Vessel’s trade;

	 
	 
	 
	 

	 
	 (c)      voyage
      estimating and accounting and calculation of hire, freights, demurrage and/or
      despatch monies due from or due to the charterers of the Vessel; assisting in
      the collection of any sums due to the Owners related to the commercial
      operation of the Vessel in accordance with Clause 11 (Income Collected
      and 



3






PART II

SHIPMAN 2009

Standard ship management agreement

	 
	 
	 
	 

	 
	Expenses Paid on Behalf of Owners);

	 
	 
	 
	 

	 
	If any of the
      services under Sub-clauses 6(a), 6(b) and 6(c) are to be
      excluded from the Management Fee, remuneration for these services must be
      stated in Annex E (Fee Schedule). See Sub-clause 12(e).

	 
	 
	 
	 

	 
	 (d)
	issuing voyage instructions;

	 
	 
	 

	 
	 (e)
	appointing agents;

	 
	 
	 

	 
	 (f)
	appointing stevedores; and

	 
	 
	 

	 
	 (g)
	arranging surveys associated with
      the commercial operation of the Vessel.

	 
	 
	 
	 




	
  

 	
  

 	
  

 
	
 7.

 	
 Insurance Arrangements

 
	
  

 	
  

 	
  (only applicable if agreed according to  Box 11). 

 
	
  

 	
  

 	
 The Managers shall arrange insurances in accordance with  Clause 10 
(Insurance Policies), on such terms as
the Owners shall have instructed or agreed, in particular regarding conditions,
insured values, deductibles, franchises and limits of liability.  

 


4






PART II

SHIPMAN 2009 

Standard ship management agreement 


	
  

 
	
    SECTION 3 – Obligations 

 






	
  

 	
  

 	
  

 
	
 8. Managers’ Obligations
 

 
	
  

 	
  (a)     The
 Managers undertake to use their best endeavours to provide the Management
 Services as agents for and on behalf of the Owners in accordance with sound
 ship management practice and to protect and promote the interests of the
 Owners in all matters relating to the provision of services hereunder. 

 
	
  

 	
  

 
	
  

 	
 Provided
 however, that in the performance of their management responsibilities under
 this Agreement, the Managers shall be entitled to have regard to their
 overall responsibility in relation to all vessels as may from time to time be
 entrusted to their management and in particular, but without prejudice to the
 generality of the foregoing, the Managers shall be entitled to allocate
 available supplies, manpower and services in such manner as in the prevailing
 circumstances the Managers in their absolute discretion consider to be fair
 and reasonable. 

 
	
  

 	
  

 
	
  

 	
  (b)     Where
 the Managers are providing technical management services in accordance with Clause 4
 (Technical Management), they shall procure that the requirements of the Flag
 State are satisfied and they shall agree to be appointed as the Company,
 assuming the responsibility for the operation of the Vessel and taking over
 the duties and responsibilities imposed by the ISM Code and the ISPS Code, if
 applicable. 

 
	
  

 	
  

 
	
 9. Owners’ Obligations 

 
	
  

 	
  (a)     The
 Owners shall pay all sums due to the Managers punctually in accordance with
 the terms of this Agreement. In the event of payment after the due date of
 any outstanding sums the Manager shall be entitled to charge interest at the
 rate stated in Box 13.

 
	
  

 	
  

 
	
  

 	
  (b)     Where
 the Managers are providing technical management services in accordance with Clause 4
 (Technical Management), the Owners shall: 

 
	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 report
 (or where the Owners are not the registered owners of the Vessel procure that
 the registered owners report) to the Flag State administration the details of
 the Managers as the Company as required to comply with the ISM and ISPS
 Codes; 

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 procure that any officers and ratings supplied by them or on
 their behalf comply with the requirements of STCW 95; and 

 
	
  

 	
  

 	
  

 
	
  

 	
 (iii)

 	
 instruct such officers and ratings to obey all reasonable
 orders of the Managers (in their capacity as the Company) in connection with
 the operation of the Managers’ safety management system. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)     Where
 the Managers are not providing technical management services in accordance
 with Clause 4 (Technical Management), the Owners shall: 

 
	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 procure that the requirements of the Flag State are satisfied
 and notify the Managers upon execution of this Agreement of the name and
 contact details of the organization that will be the Company by completing Box 5;

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 if the Company changes at any time during this Agreement,
 notify the Managers in a timely manner of the name and contact details of the
 new organization; 

 
	
  

 	
  

 	
  

 
	
  

 	
 (iii)

 	
 procure that the details of the Company, including any change
 thereof, are reported to the Flag State administration as required to comply
 with the ISM and ISPS Codes. The Owners shall advise the Managers in a timely
 manner when the Flag State administration has approved the Company; and 

 
	
  

 	
  

 	
  

 
	
  

 	
 (iv)

 	
 unless otherwise agreed, arrange for the supply of provisions
 at their own expense. 

 
	
  

 	
  

 	
  

 
	
  

 	
  (d)     Where
 the Managers are providing crew management services in accordance with Sub-clause 5(a) the
 Owners shall: 

 
	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 inform
 the Managers prior to ordering the Vessel to any excluded or additional premium
 area under any of the Owners’ Insurances by reason of war risks and/or piracy
 or like perils and pay whatever additional costs may properly be incurred by
 the Managers as a consequence of such orders including, if necessary, the
 costs of replacing any member of the Crew. Any delays resulting from
 negotiation with or replacement of any member of the Crew as a result of the
 Vessel being ordered to such an area 

 


5





PART
II

SHIPMAN 2009 

Standard ship management agreement


	
  

 	
  

 	
  

 
	
  

 	
  

 	
 shall
 be for the Owners’ account. Should the Vessel be within an area which becomes
 an excluded or additional premium area the above provisions relating to cost
 and delay shall apply;

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 agree
 with the Managers prior to any change of flag of the Vessel and pay whatever
 additional costs may properly be incurred by the Managers as a consequence of
 such change. If agreement cannot be reached then either party may
 terminate this Agreement in accordance with Sub-clause 22(e); and

 
	
  

 	
  

 	
  

 
	
  

 	
 (iii) 

 	
 provide,
 at no cost to the Managers, in accordance with the requirements of the law of
 the Flag State, or higher standard, as mutually agreed, adequate Crew
 accommodation and living standards. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (e)     Where
 the Managers are not the
 Company, the Owners shall ensure that Crew are properly familiarised with
 their duties in accordance with the Vessel’s SMS and that instructions which
 are essential to the SMS are identified, documented and given to the Crew
 prior to sailing.

 


6






PART
II

SHIPMAN 2009 

Standard ship management agreement


	
  

 
	
 SECTION 4 – Insurance, Budgets, Income, Expenses and Fees 

 






	
  

 	
  

 
	
 10.
 Insurance Policies 

 
	
  

 	
 The Owners shall procure,
 whether by instructing the Managers under Clause 7 (Insurance Arrangements) or otherwise,
 that throughout the period of this Agreement: 

 
	
  

 	
  

 
	
  

 	
 (a)     at
 the Owners’ expense, the Vessel is insured for not less than its sound market
 value or entered for its full gross tonnage, as the case may be for: 

 
	
  

 	
  

 
	
  

 	
 (i)     
 hull and machinery marine risks (including but not limited to crew
 negligence) and excess liabilities;

 
	
  

 	
  

 
	
  

 	
 (ii)     protection
 and indemnity risks (including but not limited to pollution risks, diversion
 expenses and,  except to
 the extent insured separately by the Managers in accordance with Sub-clause
 5(b)(i), Crew Insurances;

 
	
  

 	
  

 
	
  

 	
 NOTE: If
 the Managers are not providing crew management services under Sub-clause 5(a)
 (Crew Management) or have agreed not to provide Crew Insurances separately in
 accordance with Sub-clause 5(b)(i),
 then such insurances must be included in the protection and indemnity risks
 cover for the Vessel (see Sub-clause 10(a)(ii) above).

 
	
  

 	
  

 
	
  

 	
 (iii)     war
 risks (including but not limited to blocking and trapping, protection and
 indemnity, terrorism and crew risks); and 

 
	
  

 	
  

 
	
  

 	
 (iv)     such
 optional insurances as may be agreed (such as piracy, kidnap and ransom, loss
 of hire and FD & D) (see Box 12) 

 
	
  

 	
  

 
	
  

 	
 Sub-clauses 10(a)(i) through 10(a)(iv) all
 in accordance with the best practice of prudent owners of vessels of a
 similar type to the Vessel, with sound and reputable insurance companies,
 underwriters or associations (“the Owners’ Insurances”);

 
	
  

 	
  

 
	
  

 	
 (b)     all
 premiums and calls on the Owners’ Insurances are paid by their due date;

 
	
  

 	
  

 
	
  

 	
 (c)     the
 Owners’ Insurances name the Managers and, subject to underwriters’ agreement,
 any third party designated by the Managers as a joint assured (or co-assured, as the case may
 be), with full cover. It is understood that in some cases, such
 as protection and indemnity, the normal terms for such cover may impose on
 the Managers and any such third party a liability in respect of premiums or
 calls arising in connection with the Owners’ Insurances. 

 
	
  

 	
  

 
	
  

 	
 If obtainable at no
 additional cost, however, the Owners shall procure such insurances on terms
 such that neither the Managers nor any such third party shall be under any
 liability in respect of premiums or calls arising in connection with the
 Owners’ Insurances. In any event, on termination of this Agreement in accordance
 with Clause 21 (Duration
 of the Agreement) and Clause
 22 (Termination), the Owners shall procure that the
 Managers and any third party designated by the Managers as joint assured
 shall cease to be joint assured and, if reasonably achievable, that they
 shall be released from any and all liability for premiums and calls that may
 arise in relation to the period of this Agreement; and 

 
	
  

 	
  

 
	
  

 	
 (d)     written
 evidence is provided, to the reasonable satisfaction of the Managers, of the
 Owners’ compliance with their obligations under this Clause 10 within a reasonable time of
 the commencement of the Agreement, and of each renewal date and, if
 specifically requested, of each payment date of the Owners’ Insurances. 

 
	
  

 	
  

 
	
 11. Income
 Collected and Expenses Paid on Behalf of Owners 

 
	
  

 	
 (a)     Except
 as provided in Sub-clause
 11(c)  all monies collected by the Managers under the terms
 of this Agreement (other than monies payable by the Owners to the Managers)
 and any interest thereon shall be held to the credit of the Owners in a
 separate bank account.

 
	
  

 	
  

 
	
  

 	
 (b)     All
 expenses incurred by the Managers under the terms of this Agreement on behalf
 of the Owners (including expenses as provided in Clause 12(c)) may be debited against
 the Owners in the account referred to under Sub-clause 11(a) but shall in any event
 remain payable by the Owners to the Managers on demand. 

 
	
  

 	
  

 
	
  

 	
 (c)     All
 monies collected by the Managers under Clause 6 (Commercial Management) shall
 be paid into a 

 
	
  

 	
  

 


7





PART
II

SHIPMAN 2009 

Standard ship management agreement 


	
  

 	
  

 
	
  

 	
 bank account
 in the name of the Owners or as may be otherwise advised by the Owners in
 writing. 

 
	
  

 	
  

 
	
 12.
 Management Fee and Expenses

 
	
  

 	
 (a)     The
 Owners shall pay to the Managers an annual management fee as stated in Box 14 for
 their services as Managers under this Agreement, which shall be payable in
 equal monthly instalments in advance, the first instalment (pro rata if
 appropriate) being payable on the commencement of this Agreement (see Clause 2
 (Commencement and Appointment) and Box 2) and subsequent instalments
 being payable at the beginning of every calendar month. The management fee
 shall be payable to the Managers’ nominated account stated in Box 15. 

 
	
  

 	
  

 
	
  

 	
 (b)     The
 management fee shall be subject to an annual review and the proposed fee
 shall be presented in the annual budget in accordance with Sub-clause 13(a). 

 
	
  

 	
  

 
	
  

 	
 (c)     The
 Managers shall, at no extra cost to the Owners, provide their own office
 accommodation, office staff, facilities and stationery. Without limiting the
 generality of this Clause 12 (Management Fee and Expenses) the Owners shall
 reimburse the Managers for postage and communication expenses, travelling
 expenses, and other out of pocket expenses properly incurred by the Managers
 in pursuance of the Management Services. Any days used by the Managers’
 personnel travelling to or from or attending on the Vessel or otherwise used
 in connection with the Management Services in excess of those agreed in the
 budget shall be charged at the daily rate stated in Box 16. 

 
	
  

 	
  

 
	
  

 	
 (d)     If
 the Owners decide to layup the Vessel and such layup lasts for more than the
 number of months stated in Box
 17, an appropriate reduction of the Management Fee for the
 period exceeding such period until one month before the Vessel is again put
 into service shall be mutually agreed between the parties. If the Managers
 are providing crew management services in accordance with Sub-clause 5(a),
 consequential costs of reduction and reinstatement of the Crew shall be for
 the Owners’ account. If agreement cannot be reached then either party may
 terminate this Agreement in accordance with Sub-clause 22(e). 

 
	
  

 	
  

 
	
  

 	
 (e)     Save
 as otherwise provided in this Agreement, all discounts and commissions
 obtained by the Managers in the course of the performance of the Management
 Services shall be credited to the Owners. 

 
	
  

 	
  

 
	
 13.
 Budgets and Management of Funds

 
	
  

 	
 (a)     The
 Managers’ Initial budget is set out in Annex “C” hereto. Subsequent budgets
 shall be for twelve month periods and shall be prepared by the Managers and
 presented to the Owners not less than one three months before the end of the
 budget year. 

 
	
  

 	
  

 
	
  

 	
 (b)     The
 Owners shall state to the Managers in a timely manner, but in any event
 within one month of presentation, whether or not they agree to each proposed
 annual budget. If the Owners do not respond within one month of presentation, the proposed annual budget
 shall be deemed to be accepted. The parties shall negotiate in good faith and if they
 fail to agree on the annual budget, including the management fee, either
 party may terminate this Agreement in accordance with Sub-clause 22(e). 

 
	
  

 	
  

 
	
  

 	
 (c)     Following
 the agreement of the budget, the Managers shall prepare and present to the
 Owners their estimate of the working capital requirement for the Vessel and shall each month request the
 Owners in writing to pay the funds required to run the
 Vessel for the ensuing
 month, including the payment of any unbudgeted, contingency and occasional or
 extraordinary item of expenditure, such as emergency repair costs, additional
 insurance premiums, bunkers or provisions. Such funds shall be received by the Managers within ten
 running days after the receipt by the Owners of the Managers’ written request
 and shall be held to the credit of the Owners in a separate bank account. 

 
	
  

 	
  

 
	
  

 	
 (d)     The
 Managers shall at all times maintain and keep true and correct accounts in
 respect of the Management Services in accordance with the relevant
 International Financial Reporting Standards or such other standard as the
 parties may agree, including records of all costs and expenditure incurred,
 and produce a comparison between budgeted and actual income and expenditure
 of the Vessel in such form and at such intervals as shall be mutually agreed.
 

 
	
  

 	
  

 
	
  

 	
 The Managers shall make
 such accounts available for inspection and auditing by the Owners and/or
 their representatives in the Managers’ offices or by electronic means,
 provided reasonable notice is given by the

 



8






PART
II

SHIPMAN 2009 

Standard ship management agreement


	
  

 	
  

 
	
  

 	
 Owners. 

 
	
  

 	
  

 
	
  

 	
 (e)     Notwithstanding
 anything contained herein, the Managers shall in no circumstances be required
 to use or commit their own funds to finance the provision of the Management
 Services. 

 


9






PART II

SHIPMAN 2009

Standard ship management agreement


	
  

 
	
 SECTION 5 – Legal, General and
 Duration of Agreement

 






	
  

 	
  

 	
  

 
	
 14. Trading Restrictions

 
	
  

 	
 If the
 Managers are providing crew management services in accordance with Sub-clause 5(a) (Crew
 Management), the Owners will use
 reasonable efforts to honour any requirement and trading restriction as per contract of employment of the crew provided
 same do not violate any laws applicable to owner, and the Managers will, prior to the
 commencement of this Agreement, agree on any trading restrictions to the Vessel that may
 result from the terms and conditions of the Crew’s employment.

 
	
  

 	
  

 
	
 15. Replacement

 
	
  

 	
 If the
 Managers are providing crew management services in accordance with Sub-clause 5(a) (Crew
 Management), the Owners may require the replacement, at their own expense, at
 the next reasonable opportunity, of any member of the Crew found on
 reasonable grounds to be unsuitable for service. If the Managers have failed
 to fulfill their obligations in providing suitable qualified Crew within the
 meaning of Sub-clause 5(a) (Crew
 Management), then such replacement shall be at the Managers’ expense.

 
	
  

 	
  

 
	
 16. Managers’ Right to Sub-Contract

 
	
  

 	
 The Managers
 shall not subcontract any of their obligations hereunder without the prior
 written consent of the Owners which shall not be
 unreasonably withheld. In the event of such a sub-contract the Managers shall
 remain fully liable for the due performance of their obligations under this
 Agreement. It is understood by and between the Parties, and Owners hereby
 expressly consent to it, that the Managers may subcontract certain
 of the services listed in clause 5 to its affiliates Scorpio Crewing Services
 Pte (“SCS”) and Scorpio Marine Management (India) Pvt Ltd
 (“SMM”). The Owner hereby
 expressly authorizes SCS end SMM to execute, as agents only for and on
 behalf of Owners, the employment agreement with each and every
 seafarer to be embarked on board the Vessel.

 
	
  

 	
  

 
	
 17. Responsibilities

 
	
  

 	
 (a)     Force
 Majeure - Neither party shall be liable for any loss,
 damage or delay due to any of the following force majeure events and/or
 conditions to the extent that the party invoking force majeure is prevented
 or hindered from performing any or all of their obligations under this
 Agreement, provided they have made all reasonable efforts to avoid, minimize
 or prevent the effect of such events and/or conditions:

 
	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 acts of God;

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 any
 Government requisition, control, intervention, requirement or interference;

 
	
  

 	
  

 	
  

 
	
  

 	
 (iii)

 	
 any
 circumstances arising out of war. threatened act of war or warlike
 operations, acts of terrorism, sabotage or piracy, or the consequences
 thereof;

 
	
  

 	
  

 	
  

 
	
  

 	
 (iv)

 	
 riots, civil
 commotion, blockades or embargoes;

 
	
  

 	
  

 	
  

 
	
  

 	
 (v)

 	
 epidemics;

 
	
  

 	
  

 	
  

 
	
  

 	
 (vi)

 	
 earthquakes,
 landslides, floods or other extraordinary weather conditions:

 
	
  

 	
  

 	
  

 
	
  

 	
 (vii)

 	
 strikes,
 lockouts or other industrial action, unless limited to the employees (which
 shall not include the Crew) of the party seeking to invoke force majeure;

 
	
  

 	
  

 	
  

 
	
  

 	
 (viii)

 	
 fire,
 accident, explosion except where caused by negligence of the party seeking to
 invoke force majeure; and

 
	
  

 	
  

 	
  

 
	
  

 	
 (ix)

 	
 any other
 similar cause beyond the reasonable control of either party. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)     Liability to Owners

 
	
  

 	
 (i)

 	
 Without
 prejudice to Sub-clause 17(a),
 the Managers shall be under no liability whatsoever to the Owners for any
 loss, damage, delay or expense of whatsoever nature, whether direct or
 indirect, (including but not limited to loos of profit arising out of or in
 connection with detention of or delay to the Vessel) and howsoever arising in
 the course of performance of the Management Services UNLESS same is proved to
 have resulted solely from the negligence, gross negligence or wilful default
 of the Managers or their employees or agents, or sub-contractors employed by
 them in connection with the Vessel, in which case (save where loss, damage,
 delay or expense has resulted from the Managers’ personal act or omission

 


10





PART II

SHIPMAN 2009

Standard ship management agreement


	
  

 	
  

 	
  

 
	
  

 	
  

 	
 committed
 with the intent to cause same or recklessly and with knowledge that such
 loss, damage, delay or expense would probably result) the Managers’ liability
 for each incident or series of incidents giving rise to a claim or claims
 shall never exceed a total of ten (10) times the annual management fee
 payable hereunder.

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 Acts or omissions of the Crew -
 Notwithstanding anything that may appear to the contrary in this Agreement,
 the Managers shall not be liable for any acts or omissions of the Crew, even
 if such acts or omissions are negligent, grossly negligent or wilful, except
 only to the extent that they are shown to have resulted from a failure by the
 Managers to discharge their obligations under Clause 5(a) (Crew Management), in which
 case their liability shall be limited in accordance with the terms of this
 Clause 17
 (Responsibilities).

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 Indemnity - Except to the extent and solely
 for the amount therein set out that the Managers would be liable under Sub-clause 17(b), the
 Owners hereby undertake to keep the Managers and their employees, agents and
 sub-contractors indemnified and to hold them harmless against all actions,
 proceedings, claims, demands or liabilities whatsoever or howsoever arising
 which may be brought against them or incurred or suffered by them arising out
 of or in connection with the performance of this Agreement, and against and
 in respect of all costs, loss, damages and expenses (including legal costs
 and expenses on a full indemnity basis) which the Managers may suffer or
 incur (either directly or indirectly) in the course of the performance of
 this Agreement.

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
  “Himalaya” - It is hereby expressly agreed
 that no employee or agent of the Managers (including every sub-contractor
 from time to time employed by the Managers) shall in any circumstances
 whatsoever be under any liability whatsoever to the Owners for any loss,
 damage or delay of whatsoever kind arising or resulting directly or
 indirectly from any act, neglect or default on his part while acting in the
 course of or in connection with his employment and, without prejudice to the
 generality of the foregoing provisions in this Clause 17(Responsibilities), every exemption,
 limitation, condition and liberty herein contained and every right, exemption
 from liability, defence and immunity of whatsoever nature applicable to the
 Managers or to which the Managers are entitled hereunder shall also be
 available and shall extend to protect every such employee or agent of the
 Managers acting as aforesaid and for the purpose of all the foregoing provisions
 of this Clause 17(Responsibilities) the
 Managers are or shall be deemed to be acting as agent or trustee on behalf of
 and for the benefit of all persons who are or might be their servants or
 agents from time to time (including sub-contractors as aforesaid) and all
 such persons shall to this extent be or be deemed to be parties to this
 Agreement.

 
	
  

 	
  

 	
  

 
	
 18. General Administration

 
	
  

 	
 (a)     The
 Managers shall keep the Owners and, if appropriate, the Company informed in a
 timely manner of any incident of which the Managers become aware which gives
 or may give rise to delay to the Vessel or claims or disputes involving third
 parties.

 
	
  

 	
  

 
	
  

 	
 (b)     The
 Managers shall handle and settle all claims and disputes arising out of the
 Management Services hereunder, unless the Owners instruct the Managers
 otherwise. The Managers shall keep the Owners appropriately informed in a
 timely manner throughout the handling of such claims and disputes.

 
	
  

 	
  

 
	
  

 	
 (c)     The
 Owners may request the Managers to bring or defend other actions, suits or
 proceedings related to the Management Services, on terms to be agreed.

 
	
  

 	
  

 
	
  

 	
 (d)     The
 Managers shall have power to obtain appropriate legal or technical or other
 outside expert advice in relation to the handling and settlement of claims in
 relation to Sub-clauses 18(a)
 and 18(b) and
 disputes and any other matters affecting the interests of the Owners in
 respect of the Vessel, unless the Owners Instruct the Managers otherwise.

 
	
  

 	
  

 
	
  

 	
 (e)     On
 giving reasonable notice, the Owners may request, and the Managers shall in a
 timely manner make available, all documentation, information and records in
 respect of the matters covered by this Agreement either related to mandatory
 rules or regulations or other obligations applying to the Owners in respect
 of the Vessel (including but not limited to STCW 95, the ISM Code and ISPS
 Code) to the extent permitted by relevant legislation.

 
	
  

 	
  

 
	
  

 	
 On giving
 reasonable notice, the Owners may request, and the Managers shall in a timely
 manner make available, all documentation, information and records reasonably
 required by the Managers to enable them

 
	
  

 	
  

 	
  

 


11






PART
II

SHIPMAN 2009

Standard ship management agreement


	
 

	
 

	
 


	
 

	
to perform
the Management Services.


	
 

	
 


	
 

	
(f)     The Owners
shall arrange for the provision of any necessary guarantee bond or other
security.


	
 

	
 


	
 

	
(g)     Any costs
incurred by the Managers in carrying out their obligations according to this Clause 18 (General
Administration) shall be reimbursed by the Owners.


	
 

	
 


	
19.
Inspection of Vessel 


	
 

	
The Owners
may at any time after giving reasonable notice to the Managers inspect the
Vessel for any reason they consider necessary.


	
 

	
 


	
20.
Compliance with Laws and Regulations 


	
 

	
The parties
will not do or permit to be done anything which might cause any breach or
infringement of the laws and regulations of the Flag State, or of the places
where the Vessel trades.


	
 

	
 


	
21. Duration
of the Agreement  


	
 

	
(a)     This Agreement shall come into effect at
the date stated in Box 2 and shall continue until
terminated by either party by giving notice to the other; in which event this
Agreement shall terminate upon the expiration of a period of twenty four
(24) months from the date in which such notice is received, unless terminated
earlier in accordance with Clause 22 (Termination).


	
 

	
This Agreement shall come into effect at the date stated in Box 2
and shall continue until terminated by either party by giving notice to the
other; in which event this Agreement shall terminated upon the expiration of
the later of the number of months stated in Box 18 or a period of two (2)
months from the date on which such notice is received, unless terminated
earlier in accordance with Clause 22 (Termination).


	
 

	
 


	
 

	
(b)     Where
the Vessel is not at a mutually convenient port or place on the expiry of
such period, this Agreement shall terminate on the subsequent arrival of the
Vessel at the next mutually convenient port or place.


	
 

	
 


	
22. Termination 


	
 

	
(a)

	
Owners’ or Managers’ default


	
 

	
If either
party fails to meet their obligations under this Agreement, the other party
may give notice to the party in default requiring them to remedy it. In the
event that the party in default fails to remedy it within a reasonable time
to the reasonable satisfaction of the other party, that party shall be
entitled to terminate this Agreement with immediate effect by giving notice
to the party in default.


	
 

	
 

	
 


	
 

	
(b)

	
Notwithstanding Sub-clause 22(a):


	
 

	
 

	
 


	
 

	
(i)

	
The Managers
shall be entitled to terminate the Agreement with immediate effect by giving
notice to the Owners if any monies payable by the Owners and/or the owners of
any associated vessel, details of which are listed in Annex “D”, shall not
have been received in the Managers’ nominated account within ten days of
receipt by the Owners of the Managers’ written request, or if the Vessel is
repossessed by the Mortgagee(s).


	
 

	
 

	
 


	
 

	
(ii)

	
If the
Owners proceed with the employment of or continue to employ the Vessel in the
carriage of contraband, blockade running, or in an unlawful trade, or on a
voyage which in the reasonable opinion of the Managers is unduly hazardous or
improper, the Managers may give notice of the default to the Owners,
requiring them to remedy it as soon as practically possible. In the event
that the Owners fail to remedy it within a reasonable time to the
satisfaction of the Managers, the Managers shall be entitled to terminate the
Agreement with immediate effect by notice.


	
 

	
 

	
 


	
 

	
(iii)

	
If either
party fails to meet their respective obligations under Sub-clause 5(b) (Crew
Insurances) and Clause 10
(Insurance Policies), the other party may give notice to the party in default
requiring them to remedy it within ten (10) days, failing which the other
party may terminate this Agreement with immediate effect by giving notice to
the party in default.


	
 

	
 

	
 


	
 

	
(c)

	
Extraordinary Termination


	
 

	
This
Agreement shall be deemed to be terminated in the case of the sale of the
Vessel or, if the Vessel becomes a total loss or is declared as a
constructive or compromised or arranged total loss or is requisitioned or has
been declared missing or, if bareboat chartered, unless otherwise agreed,
when the bareboat charter comes to an end.




12






PART
II 

SHIPMAN 2009 

Standard ship management agreement


	
 

	
 

	
 

	
 


	
 

	
(d)

	
For the
purpose of Sub-clause
22(c) hereof:


	
 

	
 

	
 

	
 


	
 

	
(i)

	
the date upon which the Vessel is to be treated as having been sold
or otherwise disposed of shall be the date on which the Vessel’s owners cease
to be the registered owners of the Vessel;


	
 

	
 

	
 

	
 


	
 

	
(ii)

	
the Vessel shall be deemed to be lost either when it has become an
actual total loss or agreement has been reached with the Vessel’s
underwriters in respect of its constructive total loss or if such agreement with the Vessel’s
underwriters is not reached it is adjudged by a competent tribunal that a
constructive loss of the Vessel has occurred; and


	
 

	
 

	
 

	
 


	
 

	
(iii)

	
the date upon which the Vessel is to be treated as declared missing
shall be ten (10) days after the Vessel was last reported or when the Vessel
is recorded as missing by the Vessel’s underwriters, whichever occurs first.
A missing vessel shall be deemed lost in accordance with the provisions of
Sub-clause
22(d)(ii).


	
 

	
 

	
 


	
 

	
(e)     in the event the parties fail to
agree the annual budget in accordance with Sub-clause 13(b), or to
agree a change of flag in accordance with Sub-clause 9(d)(ii), or to
agree to a reduction in the Management Fee in accordance with Sub-clause
12(d), either party may terminate this Agreement by giving the other party
not less than one month’s notice the result of which will be the expiry of
the Agreement at the end of the current budget period or on expiry of the
notice period, whichever is the later.


	
 

	
 


	
 

	
 (f)     This Agreement shall terminate forthwith
in the event of an order being made or resolution passed for the winding up,
dissolution, liquidation or bankruptcy of either party (otherwise than for
the purpose of reconstruction or amalgamation) or if a receiver or
administrator is appointed or if it suspends payment ceases to carry on
business or makes any special arrangement or composition with its creditors. Either party shall have the right to terminate this
Agreement forthwith if the other party: has ceased to trade; suspend
payment(s); has an order made or resolution passed for its winding up,
dissolution, liquidation or bankruptcy (otherwise than for the purpose of
solvent reconstruction or amalgamation); has a receiver, administrative
receiver, administrator or other similar official appointed over all or
substantially all of its assets or undertakings; has a secured party take
possession of all or substantially all its assets; has become insolvent or
one into liquidation (unless such liquidation is for the purpose of a solvent
reconstruction or amalgamation); makes a general assignement, arrangement or
composition with or for the benefit of its creditors; is unable to pay its
debts as they become due; causes or is subject to any event with respect to it
which, under the applicable laws of any jurisdiction, has an analogous effect
to any of the events specified in the foregoing text; or, takes any action in
furtherance of, or indicating its consent to, approval of, or acquiescence
in, any of the foregoing acts.


	
 

	
 


	
 

	
(g)     In the event of the termination of
this Agreement for any reason other than default by the Managers the
management fee payable to the Managers according to the provisions of Clause 12 (Management Fee and Expenses), shall continue to be payable for a
further period of the number of months stated in Box 19 as from the effective date of
termination. If Box 19 is left blank then ninety (90) days shall apply.


	
 

	
 


	
 

	
(h)     In addition, where the Managers
provide Crew for the Vessel in accordance with Clause 5(a) (Crew Management):


	
 

	
 

	
 


	
 

	
(i)

	
the Owners shall continue to pay Crew Support Costs during the said
further period of the number of months stated in Box 19; and


	
 

	
 

	
 


	
 

	
(ii)

	
the Owners shall pay an equitable proportion of any Severance Costs which
may be incurred, not exceeding the amount stated in Box 20. The Managers shall use their
reasonable endeavours to minimise such Severance Costs.


	
 

	
 

	
 


	
 

	
(i)     On the termination, for whatever
reason, of this Agreement, the Managers shall release to the Owners, if so
requested, the originals where possible, or otherwise certified copies, of
all accounts and all documents specifically relating to the Vessel and Its
operation.


	
 

	
 


	
 

	
(j)     The termination of this Agreement
shall be without prejudice to all rights accrued due between the parties
prior to the date of termination.


	
 

	
 


	
23. BIMCO Dispute Resolution Clause


	
 

	
(a)     This
Agreement shall be governed by and construed in accordance with English law
and any dispute




13






PART II

SHIPMAN 2009

Standard ship management agreement


	
  

 	
  

 	
  

 
	
  

 	
 arising
 out of or in connection with this Agreement shall be referred to arbitration
 in London in accordance with the Arbitration Act 1996 or any statutory
 modification or re-enactment thereof save to the extent necessary to give
 effect to the provisions of this Clause.

 
	
  

 	
  

 	
  

 
	
  

 	
 The
 arbitration shall be conducted in accordance with the London Maritime
 Arbitrators Association (LMAA) Terms current at the time when the arbitration
 proceedings are commenced.

 
	
  

 	
  

	
  

 
	
  

 	
 The
 reference shall be to three arbitrators. A party wishing to refer a dispute
 to arbitration shall appoint its arbitrator and send notice of such
 appointment in writing to the other party requiring the other party to
 appoint its own arbitrator within 14 calendar days of that notice and stating
 that it will appoint its arbitrator as sole arbitrator unless the other party
 appoints its own arbitrator and gives notice that it has done so within the
 14 days specified. If the other party does not appoint its own arbitrator and
 give notice that it has done so within the 14 days specified, the party
 referring a dispute to arbitration may, without the requirement of any
 further prior notice to the other party, appoint its arbitrator as sole
 arbitrator and shall advise the other party accordingly. The award of a sole
 arbitrator shall be binding on both parties as if he had been appointed by
 agreement.

 
	
  

 	
  

 	
  

 
	
  

 	
 Nothing
 herein shall prevent the parties agreeing in writing to vary these provisions
 to provide for the appointment of a sole arbitrator.

 
	
  

 	
  

 	
  

 
	
  

 	
 In
 cases where neither the claim nor any counterclaim exceeds the sum of
 USD50,000 (or such other sum as the parties may agree) the arbitration shall
 be conducted in accordance with the LMAA Small Claims Procedure current at
 the time when the arbitration proceedings are commenced.

 
	
  

 	
  

 	
  

 
	 	(b)     This
 Agreement shall be governed by and construed in accordance with Title 9 of
 the United States Code and the Maritime Law of the United
 States and any dispute arising out of or in connection with this Agreement
 shall be referred to three persons at New York, one to be appointed by each
 of the parties hereto, and the third by the two so chosen; their decision or that of
 any two of them shall be final, and for the purposes of enforcing any
 award, judgment may be entered on an award by any court of competent
 jurisdiction. The proceedings shall be conducted in accordance with the rules
 of the Society of Maritime Arbitrators, Inc.
	 
	      

	 
	In
 cases where neither the claim nor any counterclaim exceeds the sum of
 USD50,000 (or such other sum as the parties may agree) the
 arbitration shall be conducted in accordance with the Shortened Arbitration Procedure of
 the Society of Maritime Arbitrators, Inc. current at the time when the
 arbitration proceedings are commenced.      

	 
	      

	 
	(c)     This
 Agreement shall be governed by and construed in accordance with the laws of
 the place mutually agreed by the parties and any dispute arising
 out of or in connection with this Agreement shall be referred to arbitration at a mutually agreed place,
 subject to the procedures applicable there.      

	
      

    	
      

    	
      

    
	
  

 	
 (d)     Notwithstanding Sub-clause
 23(a), 23(b) or 23(c) above,
 the parties may agree at any time to refer to mediation any difference and/or
 dispute arising out of or in connection with this Agreement.

 
	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 In
 the case of a dispute in respect of which arbitration has been commenced
 under Sub-clauses 23(a), 23(b) or 23(c)
 above, the following shall apply:

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 Either
 party may at any time and from time to time elect to refer the dispute or
 part of the dispute to mediation by service on the other party of a written
 notice (the “Mediation Notice”) calling on the other party to agree to
 mediation.

 
	
  

 	
  

 	
  

 
	
  

 	
 (iii)

 	
 The
 other party shall thereupon within 14 calendar days of receipt of the
 Mediation Notice confirm that they agree to mediation, in which case the
 parties shall thereafter agree a mediator within a further 14 calendar days,
 falling which on the application of either party a mediator will be appointed
 promptly by the Arbitration Tribunal (“the Tribunal”) or such person as the
 Tribunal may designate for that purpose. The mediation shall be conducted in
 such place and in accordance with such procedure and on such terms as the
 parties may agree or, in the event of disagreement as may be set by the
 mediator.

 
	
  

 	
  

 	
  

 
	
  

 	
 (iv)

 	
 If
 the other party does not agree to mediate, that fact may be brought to the
 attention of the Tribunal and may be taken into account by the Tribunal when
 allocating the costs of the arbitration as between the parties.

 


14





PART II

SHIPMAN 2009

Standard ship management agreement


	
  

 	
  

 	
  

 
	
  

 	
 (v)

 	
 The
 mediation shall not affect the right of either party to seek such relief or
 take such steps as it considers
 necessary to protect its interest.

 
	
  

 	
  

 	
  

 
	
  

 	
 (vi)

 	
 Either
 party may advise the Tribunal that they have agreed to mediation. The
 arbitration procedure shall continue during the conduct of the mediation but
 the Tribunal may take the mediation timetable into account when setting the
 timetable for steps in the arbitration.

 
	
  

 	
  

 	
  

 
	
  

 	
 (vii)

 	
 Unless
 otherwise agreed or specified in the mediation terms, each party shall bear
 its own costs incurred in the mediation and the parties shall share equally
 the mediator’s costs and expenses.

 
	
  

 	
  

 	
  

 
	
  

 	
 (viii)

 	
 The
 mediation process shall be without prejudice and confidential and no
 information or documents disclosed during It shall be revealed to the
 Tribunal except to the extent that they are disclosable under the law and
 procedure governing the arbitration.

 
	
  

 	
  

 	
  

 
	
  

 	
  (Note: The parties should be aware
 that the mediation process may not
 necessarily interrupt time limits.)

 
	
  

 	
  

 	
  

 
	
  

 	
 (e) If Box 21
 in Part I is not appropriately filled in, Sub-clause 23(a) of this Clause shall
 apply.

 
	
  

 	
 Note: Sub-  clauses 23(a),  23(b) 
and  23(c)  are alternatives; indicate
alternative agreed in  Box
21  Sub-clause  23(d)  shall apply in all cases.  

 



24. Notices


	
  

 	
  

 	
  

 
	
  

 	
 (a)
All notices given by either party or their agents to the other party or their
agents in accordance with the provisions of this Agreement shall be in
writing and shall, unless specifically provided in this Agreement to the
contrary, be sent to the address for that
other party as set out in  Boxes
22 and 23 or as appropriate or to such other address as the other party may designate
in writing.  

 
	
  

 	
  

 	
  

 
	
  

 	
 A
 notice may be sent by registered or recorded mail, facsimile, electronically
 or delivered by hand in accordance with this Sub-clause 24(a).

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)
 Any notice given under this Agreement shall take effect on receipt by the
 other party and shall be deemed to have been received:

 
	
  

 	
  

 	
  

 
	
  

 	
 (I)

 	
 if
 posted, on the seventh (7th) day after posting;

 
	
  

 	
  

 	
  

 
	
  

 	
 (II)

 	
 if
 sent by facsimile or electronically, on the day of transmission; and

 
	
  

 	
  

 	
  

 
	
  

 	
 (III)

 	
 if
 delivered by hand, on the day of delivery.

 
	
  

 	
  

 	
  

 
	
  

 	
 And
 in each case proof of posting, handing in or transmission shall be proof that
 notice has been given, unless proven to the contrary.

 




25. Entire Agreement  See Additional Clause 48.  


	
  

 	
  

 
	
  

 	
 This
 Agreement constitutes the entire agreement between the parties and no
 promise, undertaking, representation, warranty or statement by either party
 prior to the date stated in Box 2 shall affect this Agreement. Any
 modification of this Agreement shall not be of any effect unless in writing
 signed by or on behalf of the parties.

 
	
  

 	
  

 
	
 26. Third Party Rights

 
	
  

 	
 Except
to the extent provided in Sub-clause 17(c) (Indemnity)  and 17(d) (Himalaya)
 and additional clause 43. no third parties may enforce any term
of this Agreement.

 
	
  

 	
  

 
	
 27. Partial Validity

 
	
  

 	
  

 
	
  

 	
 If
 any provision of this Agreement is or becomes or is held by any arbitrator or
 other competent body to be illegal, invalid or unenforceable in any respect
 under any law or jurisdiction, the provision shall be deemed to be amended to
 the extent necessary to avoid such illegality, invalidity or
 unenforceability. or, if such amendment is not possible, the provision shall
 be deemed to be deleted from this Agreement to the extent of such illegality,
 invalidity or unenforceability, and the remaining provisions shall continue
 in full force and effect and shall not in any way be affected or impaired
 thereby.

 
	
  

 	
  

 
	
 28.
 Interpretation

 
	
  

 	
  

 
	
  

 	
 In
 this Agreement:

 


15





PART II

SHIPMAN 2009

Standard ship management agreement


(a)     Singular/Plural
The
singular Includes the plural and vice versa as the context admits or requires.


(b)     Headings
The index and headings to the clauses and appendices to
this Agreement are for convenience only and shall not affect its construction or
interpretation.


(c)     Day
“Day” means a calendar day unless expressly stated to
the contrary.


Additional Clauses

    Additional clauses
incorporated as per the attached Rider Clauses.


16






RIDER CLAUSES


FOR SHIPMAN 2009 STANDARD SHIP
MANAGEMENT


AGREEMENT


	
  

 	
  

 	
  

 
	
 29.

 	
 OPA

 
	
  

 	
  

 
	
 29.1

 	
 The
 Managers will:-

 
	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 arrange
 for the preparation, filing and updating of a contingency Vessel Response Plan in accordance with the requirements of OPA
 and instruct the Crew in all aspects of the operation of such plan;

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 identify
 and ensure the availability by contract or otherwise of a Qualified
 Individual, a Spill Management
 Team, an Oil Spill Removal Organisation, resources having salvage, fire
 fighting, lightering and, if applicable, dispersant capabilities, and public relations/media
 personnel to assist the Owners to deal with the media in the event of discharges of oil.

 
	
  

 	
  

 
	
 29.2

 	
 The
 Managers are expressly authorised as agents for the Owners to enter into such
 arrangements by contract or
 otherwise as are required to ensure the availability of the services
 outlined in Clause 29.1. The Managers are further expressly authorised as
 agents for the Owners to enter into such
 other arrangements as may from time to time be necessary to satisfy the requirements of OPA or other US Federal or
 State laws. 

 
	
  

 	
  

 
	
 29.3

 	
 The
 Owners will pay the fees due to third parties providing the services
 described above. The third party
 fees will be included in the Vessel’s running costs.

 
	
  

 	
  

 
	
 29.4

 	
 On termination of this
 Agreement, the Vessel Response Plan and all documentation will be returned to the Managers at the expense of the
 Owners.

 
	
  

 	
  

 
	
 30.

 	
 IT
 Services

 
	
  

 	
  

 
	
 30.1

 	
 The Managers will, subject to the remaining provisions of this Clause 30, provide
 the Vessel with the Management System Software.

 
	
  

 	
  

 
	
 30.2

 	
 The
 main features of the Management System Software at the date of this Agreement
 are:

 






	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 comprehensive management software providing single
 point of entry to the Vessel incorporating crew management, defect and
 deficiency reporting and performance monitoring;

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 a ship to shore and shore to
 ship e-mail package providing cost efficient communications available
 to both Managers and their charterers; and

 














	
  

 	
  

 	
  

 
	
  

 	
 (iii)

 	
 a computerised
 maintenance system including inventory control and automated purchase order
 handling. 

 
	
  

 	
  

 
	
 30.3

 	
 The costs for the
 Management System Software are included in the Vessel’s operating costs, as
 follows: 

 
	
  

 	
  

 
	
  

 	
 (i)

 	
 the annual maintenance
 fee; 

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 maintenance and upgrades;
 

 
	
  

 	
  

 	
  

 
	
  

 	
 (iii)

 	
 24 hour support; 

 
	
  

 	
  

 	
  

 
	
  

 	
 (iv)

 	
 provision of anti-virus
 software and regular upgrades; 

 
	
  

 	
  

 	
  

 
	
  

 	
 (v)

 	
 operational manuals and
 regular updates; 

 
	
  

 	
  

 	
  

 
	
  

 	
 (vi)

 	
 annual audit on board the
 Vessel providing a system health check; 

 
	
  

 	
  

 	
  

 
	
  

 	
 (vii)

 	
 user manuals and training
 of the Crew in the use of the Management System Software; and 

 
	
  

 	
  

 	
  

 
	
  

 	
 (viii)

 	
 e-mail on board the
 Vessel. 

 
	
  

 	
  

 	
  

 
	
 30.4

 	
 Such costs do not include
 the costs of appropriate hardware, licence fee and installation/set-up on
 board the Vessel, which will be included in the taking over cost. 

 
	
  

 	
  

 	
  

 
	
 30.5

 	
 Installation and set-up
 of the Information System Software will be undertaken on a date agreed
 between the Managers and the Owners having regard to the Vessel’s schedule
 and the availability of the Managers’ personnel. 

 
	
  

 	
  

 	
  

 
	
 30.6

 	
 The Management System
 Software is protected by applicable copyright and patent laws. 

 
	
  

 	
  

 	
  

 
	
 30.7

 	
 The Managers do not
 warrant that the use or operation of the Information System Software will be
 uninterrupted or error free. 

 
	
  

 	
  

 	
  

 
	
 31.

 	
 Management
 Fee 

 
	
  

 	
  

 	
  

 
	
 31.1

 	
 Without prejudice to the
 generality of clause 12 (Management Fee), it is agreed that the remuneration
 provided for by that clause shall be deemed to cover the Manager’s
 administrative and general expenses and any other expenses which are not
 directly and exclusively applicable to the operation or conduct of the
 business of the Vessel and shall include: 

 
	
  

 	
  

 	
  

 
	
  

 	
 Salaries of corporate
 officers, executives, department heads, administrative, clerical and office
 employees, port engineers, port captain, port stewards, paymaster and other employees
 of the shore side establishment, payroll taxes, group insurance and pension
 annuity payments applicable to personnel in the above named categories,
 office and administrative expenses, including insurance, rent, heat, light,
 power, office stationary, office services, depreciation and repair of office
 equipment, janitor services and expenses, accounting expenses, the Managers’
 outside auditing fees, dues and membership in trade associations, office
 subscriptions, contributions and donations and franchise taxes, as well as
 legal fees in connection with the Managers’ corporate and management
 functions, excluding 

 













	
  

 	
  

 
	
  

 	
 all and any legal fees or
 other expenses incurred by the Managers in connection with any claims arising
 out of any matter related with the Vessel. 

 
	
  

 	
  

 
	
 31.2

 	
 In addition to the
 remuneration payable to the Managers under the provision of clause 12 and
 this clause, the Owners shall reimburse the Managers for, inter alia, the
 amount of such necessary travelling expenses (outside Monaco), seafarers
 interviewing costs, costs of telephone calls, communication, vessel’s
 postage, freight and forwarding, warehousing, agency services and fees which
 are not included in budget and will be treated as contingency costs. For
 estimation purpose only and without guarantee, contingencies could amount to
 a 5% of annual total budget. 

 
	
  

 	
  

 
	
 32.

 	
 Dry
 docking 

 
	
  

 	
  

 
	
  

 	
 Dry docking to be carried
 out with prior approval of costs by the Owners. The drydocking specification
 shall be prepared by the Managers and approved by the Owners.

 
	
  

 	
  

 
	
 33.

 	
 Benefit
 of Existing and Future Contracts

 
	
  

 	
  

 
	
  

 	
 Where possible, the
 Owners shall (for the duration of this Agreement) have the advantage of any
 existing or future contracts of the Managers for the purchase or renewal of
 materials, facilities, services or equipment, by way of the benefit of
 discounts (if any). 

 
	
  

 	
  

 
	
 34.

 	
 Passing
 of Title 

 
	
  

 	
  

 
	
 34.1

 	
 To the extent already
 paid for by the Managers using funds specifically provided by the Owners for
 such a purpose, title to any goods, materials or supplies purchased by the
 Managers for use in the performance of this Agreement shall belong to the Owners.
 

 
	
  

 	
  

 
	
 34.2

 	
 Upon termination of this
 Agreement all such goods, materials or supplies in the hands of the Managers
 shall be delivered to the Vessel or if requested by the Owners the Managers
 shall sell or dispose of such goods, materials or supplies at such price,
 terms and conditions as may be approved by the Owners and remit the proceeds
 thereof less any expenses incurred in selling or disposing of such goods to
 an account of the Owners, to be advised separately in writing to the
 Managers. 

 
	
  

 	
  

 
	
 35.

 	
 Termination
 on Bareboat Charter of Vessel 

 
	
  

 	
  

 
	
  

 	
 The Managers shall be
 entitled to terminate this Agreement by notice in writing in the event that
 the Vessel is bareboat chartered by the Owners. The date upon which the
 Vessel is to be treated as having been bareboat chartered, shall be the date
 on which the Owners deliver the Vessel to bareboat charterer, notwithstanding
 the fact that the Managers may learn of the bareboat charter at a later date.
 

 
	
  

 	
  

 
	
 36.

 	
 Slop and
 any other disposal ashore 

 
	
  

 	
  

 
	
  

 	
 Disposal of slop, sludge,
 bilge, garbage produced for whatever reason (including but not limited to
 tank inspection, repairs, drydock preparation, tank cleaning) and any other
 disposal ashore compulsory as per local regulation is considered out of
 budget and the Owners shall provide the Managers with such additional funds
 as may be required. 

 
	
  

 	
  

 
	
 37.

 	
 ISPS
 Code 

 












	
  

 	
  

 
	
 37.1

 	
 The Manager shall
 comply with the requirements of the International Code for the Security of
 Ships and of Port Facilities and the relevant amendments to Chapter XI of
 SOLAS (ISPS Code) relating to the Vessel and “the Company” (as defined by the
 ISPS Code). If trading to or from the United States or passing through United
 States waters, in addition to ensure that the Vessel has been issued with a
 COFR, the Manager shall also comply with the requirements of the US Maritime
 Transportation Security Act 2002 (the “MTSA”) relating to the Vessel and the
 “Owner” (as defined by the MTSA).

 
	
  

 	
  

 
	
 37.2

 	
 Where sub-chartering,
 the Owner shall ensure that the contact details of all sub-charterers are
 provided to the Managers and the Master. Furthermore, the Owners shall ensure
 that all charter parties entered into during the period of this Agreement
 contain the following provision:

 
	
  

 	
  

 
	
  

 	
 “The Charterers shall
 provide the Owners with their full style contact details and, where
 sub-chartering is permitted under the terms of the charter party, shall
 ensure that the contact details of all sub-charterers are likewise provided
 to the Owners”.

 
	
  

 	
  

 
	
 37.3

 	
 Notwithstanding
 anything else contained in this Agreement all costs or expenses whatsoever
 arising out of or related to security regulations or measures required by the
 port facility or any relevant authority in accordance with the ISPS Code
 and/or the MTSA including, but not limited to, security guards, launch
 services, vessel escorts, security fees, waiting costs and associated expenses,
 taxes and inspections, shall be out of budget. All measures required by the
 Manager to comply with the Ship Security Plan shall be for the Manager’s
 account excluding costs associated with calls at non ISPS compliant port,
 facilities, installations, vessels or port, facilities, installations,
 vessels included in any relevant authority warning list (i.e. USCG Port
 Security Advisory) as applicable in which case Owners shall provide Managers
 with such additional funds as may
 be required.

 
	
  

 	
  

 
	
 38.

 	
 Additional
 Costs

 
	
  

 	
  

 
	
  

 	
 The Owners’
 representative’s meals and slop chest, charterers’ meal and slop chest,
 representation costs, gratuity (either official or not official) provided
 with the aim to safeguard Vessel’s operation and given in the sole discretion
 of Master will be separately debited to the Owners at cost. Any extraordinary
 trading cost (including but not limited to AMPD, COFR, ENOA/D, ICB, EWR
 coverage, Ransom and Kidnap coverage, security guard, special arrangement for
 transiting pirate infested areas etc.), will be debited to Owners at cost,
 out of budget, under contingency accounting code.

 
	
  

 	
  

 
	
 39.

 	
 Provision
 of Information

 
	
  

 	
  

 
	
  

 	
 The Owners undertake to
 provide to the Managers directly or through the charterers all information
 and instruction necessary for the Master to efficiently perform his duties
 including but not limited to: charterers name and full style, cargo
 information including MSDS, cargo carriage instruction relevant to that
 particular cargo (loading, segregating, carrying, heating, discharging,
 purging, ventilating, tank cleaning, inerting, stripping, COW washing
 instruction), port and terminal information and requirements, navigation
 instruction, speed to be attained, notification requirement, agency full
 style, fuel MSDS, bunker delivery notes, information necessary for AMS
 reporting, chartering contracts the Owners will enter into, voyage
 instructions including service speeds to attain.

 
	
  

 	
  

 
	
 40.

 	
 HSQEEn
 blanket approval clause

 













	
  

 	
  

 
	
  

 	
 The
 Owner undertakes to provide full support for the implementation and approval
 of the Managers’ health, safety, quality, environmental and energy management
 policy including extra costs which could be from time to time communicated to
 Owners.

 
	
  

 	
  

 
	
 41.

 	
 Cabotage, storage and STS

 
	
  

 	
  

 
	
  

 	
 Cabotage,
 storage and frequent STS are not considered normal operations and a special
 evaluation of risk and extra costs will be provided on a case by case basis
 by the Managers. The Owners shall make available to the Managers such
 additional funds as may be required in order for such additional duties to be
 carried out.

 
	
  

 	
  

 
	
 42.

 	
 Payments

 
	
  

 	
  

 
	
  

 	
 All
 payments to the Managers shall be made in (i) full without any-withholdings
 and (ii) US Dollars, to the account of the Managers from time to time advised
 to the Owners by the Managers.

 
	
  

 	
  

 
	
 43.

 	
 Third Party Rights

 
	
  

 	
  

 
	
 43.1

 	
 Any
 person (other than parties to this Agreement) who is given any rights or
 benefits under Clauses 17(c) or 17(d) (a “Third Party”) shall be entitled to
 enforce those rights or benefits against the parties in accordance with the
 Contracts (Rights of Third Parties) Act 1999.

 
	
  

 	
  

 
	
 43.2

 	
 Save
 as provided in Clause 43.1 above the operation of the Contracts (Rights of
 Third Parties) Act 1999 is hereby excluded.

 
	
  

 	
  

 
	
 43.3

 	
 The
 parties may amend vary or terminate this Agreement in such a way as may
 affect any rights or benefits of any Third Party which are directly
 enforceable against the parties under the Contracts (Rights of Third Parties)
 Act 1999 without the consent of any such Third Party.

 
	
  

 	
  

 
	
 43.4

 	
 Any
 Third Party entitled pursuant to the Contracts (Rights of Third Parties) Act
 1999 to enforce any rights or benefits conferred on it by this Agreement may
 not veto any amendment, variation or termination of this Agreement which is
 proposed by the parties and which may affect the rights or benefits of any
 such Third Party.

 
	
  

 	
  

 
	
 44.

 	
 Bunker Quality

 
	
  

 	
  

 
	
 44.1

 	
 The Owners or its agent
 shall provide that bunkers supplied comply with ISO 8217:2010 RMG 380, where
 available, or alternatively ISO 8217:2005(E) for heavy fuel and DMA for
 distillate, and comply with Marpol Annex VI reg 14 and 18 as amended. Where
 these standards are not available, the Owners or its agent shall submit to
 the Managers the specifications of the available fuels in order for the
 Managers to recommend an alternative course of action.

 
	
  

 	
  

 
	
 44.2

 	
 At the time of delivery
 of the Vessel the Owners or its agent shall place at the disposal of the
 Managers, the bunker delivery note(s) and any samples relating to the fuels
 existing on board. During the currency of the contract, the Owner or its
 agent shall ensure that bunker delivery notes are presented to the Vessel on
 the delivery of fuel(s) and that during bunkering representative samples of
 the fuel(s) supplied shall be taken at the Vessel’s bunkering manifold and
 sealed in the presence of competent representatives of the fuel supplier and
 the Vessel as foreseen by Marpol.

 












	
  

 	
  

 
	
 44.3 

 	
 Without
 prejudice to anything else contained in this contract, the Owners or its
 agent shall provide that fuel supplied is of such specifications and
 grades to permit the Vessel, at all times,
 to comply with any requirements (i.e. the maximum sulphur content) of any
 emission control zone when the Vessel is ordered to trade within that zone.
 

 
	
  

 	
  

 
	
 44.4 

 	
 The
 Owners or its agent also warrant that any bunker suppliers, bunker craft
 operators and bunker surveyors used
 by the Owners or its agent to supply such fuels shall comply with Regulations 14 and 18 of MARPOL Annex VI as
 applicable, including the Guidelines in respect of sampling and the provision of bunker delivery
 notes. 

 
	
  

 	
  

 
	
 44.5 

 	
 Owners
 or its agent to provide that the quantity of the bunker kept on board is
 sufficient for the intended voyage
 plus a 20% margin. If the next voyage is less than 10 days, the minimum extra margin of bunker fuel is at least for 2
 days of navigation. For vessel with a single boiler system, minimum 30 tons of distillate to be
 always kept on board. Commingling of bunker is not recommended. Managers not to be held responsible for any
 consequence of commingling. 

 
	
  

 	
  

 
	
 44.6 

 	
 In
 the event of a dispute with bunkers suppliers regarding the bunker’s quality,
 the Managers will advise the Owners
 for their consideration/decision. 

 
	
  

 	
  

 
	
 45.

 	
 War, war risk areas trading.

 
	
  

 	
  

 
	
 45.1 

 	
 Managers
 will, upon the request of either the Owner or his agents, provide an
 assessment on the occasion the Vessel may be ordered to trade in any war,
 warlike area as defined by JWC, and
 any cost directly or indirectly incurred as a consequence of such an order
 will be out of budget and debited to the Owners as ‘contingency cost’.
 

 
	
  

 	
  

 
	
 45.2 

 	
 For
 the purpose of this clause, the words war risk shall include any actual,
 threatened or reported war; act of
 war; civil war; hostilities; revolution; rebellion; civil commotion; warlike operations; laying of mines; acts of piracy;
 acts of terrorists; acts of hostility or malicious damage; blockades (whether
 imposed against all vessels or imposed selectively against vessels of certain flags or ownership, or
 against certain cargoes or crews or otherwise howsoever); by any person, body, terrorist or political group, or the
 Government of any state
 whatsoever, which, in the reasonable judgment of the Managers, may be
 dangerous or are likely to be or to
 become dangerous to the Vessel, her cargo, crew or other persons on board the Vessel. 

 
	
  

 	
  

 
	
 46.

 	
 Ice trading.

 
	
  

 	
  

 
	
  

 	
 Managers
 will, upon the request of either the Owner or his agents, provide an
 assessment on the occasion the Vessel may be ordered to trade in any
 ice bound area as defined by IWL or by
 prevailing local condition, and any cost directly or indirectly incurred as a
 consequence of such order will be
 out of budget and debited to Owners as ‘contingency cost’. 

 
	
  

 	
  

 
	
 47.

 	
 Sub-let.

 
	
  

 	
  

 
	
  

 	
 Any
 extra cost and expenses necessary for Owner to perform any sub letting
 charterer contract are excluded
 from budget. Take over cost are excluded from budget and vessel is supposed to be fully stocked at delivery 

 
	
  

 	
  

 
	
 48.

 	
 Entire
 Agreement 

 











	
  

 	
  

 
	
 48.1

 	
 This Agreement constitutes the
 entire agreement and understanding between the parties with respect to the
 subject matter of this Agreement; and (in relation to such subject matter)
 supersedes all prior discussions, understandings and agreements between the
 parties and all prior representations and expressions of opinion by the
 parties.

 
	
  

 	
  

 
	
 48.2

 	
 Each of the parties acknowledges
 that it is not relying on any statements, warranties, representations or
 understandings (whether negligently or innocently made) given or made by or
 on behalf of the other in relation to the subject matter hereof and that it
 shall have no rights or remedies with respect to such subject matter
 otherwise than under this Agreement. The only remedy available shall be for
 breach of contract under the terms of this Agreement. Nothing in this Clause
 shall, however, operate to limit or exclude any liability or fraud.

 
	
  

 	
  

 
	
 49.

 	
 Managers
 compliance with governing laws

 
	
  

 	
  

 
	
  

 	
 The Managers, in the performance
 of their duties and responsibilities on behalf of the Owners hereunder,
 undertake that they shall take no action that will violate anti-bribery laws
 applicable to the Owners.

 
	
  

 	
  

 
	
  

 	
 The Owners shall not be liable to
 the Managers for any fines or similar penalties incurred by the Managers as a
 result of any breach by the Managers of anti-bribery laws applicable to the
 Owners.

 
	
  

 	
  

 
	
  

 	
 The Managers shall immediately
 notify the Owners of any violation of any governing law claimed to have been
 committed by the Managers.

 
	
  

 	
  

 
	
  

 	
 Any expenses submitted by the
 Managers for payment under this Agreement shall have been legally incurred in
 connection with the management services performed under this Agreement. No
 money or other items of value, whether or not reimbursable under this
 Agreement, will be paid, promised, offered or authorised by the Managers to
 any person employed by or acting on behalf of any government or government
 agency for the purpose of or having the effect of: (i) bribery, kickback or
 other corrupt practices; (ii) influencing any act or decision of such person
 or agency; (iii) inducing any such person or agency to do any act in violation
 of their lawful duty.

 
	
  

 	
  

 
	
  

 	
 The Owners shall have the right to audit the Managers’
 books and records at any reasonable time to determine Managers’ compliance
 with the Managers’ commitments under this clause 49. Notwithstanding anything
 to the contrary in this Agreement regarding the parties termination rights,
 the Owners may unilaterally terminate this Agreement if the Managers admit
 violating or there has been a proven violation of any commitment by the
 Managers under this clause 49.