exv10w38






Exhibit 10.38




GLOBAL SERVICES AGREEMENT DATED 1st DECEMBER 2010 



THIS AGREEMENT by and between DRYSHIPS INC. a Marshall Islands
corporation having its registered office at Trust Company Complex, Ajeltake
Road, Ajeltake Island, Majuro, Marshall Islands MH96960 (the “Company”) and
CARDIFF MARINE INC. a company having its registered office at 80 Broad
Street, Monrovia, Liberia (the “Consultant”).



BY WHICH, in consideration of the mutual covenants and agreements set forth
herein, the parties hereto agree as follows with Effective Date as described in
Clause 15 hereof:



1. The Company. The Company has been engaged directly or through
subsidiaries in the ownership, operation and management of offshore drilling
units. The common shares of the Company are listed on the NASDAQ Global
Market and as such the Company is subject to U.S. securities laws and regulations.



2. Engagement. The Company hereby engages the Consultant to act as consultant
on matters of fmancing for the Company and for any affiliates, direct or indirect
subsidiaries (the “Affiliates”) as directed by the Company, and to provide the
services set forth herein below to this Agreement (the “Services”) as defined in the
Scope of Works but without any obligation on the part of the Affiliates to accept
the Services and the Consultant hereby accepts such engagement.




3. SCOPE OF WORKS



Services provided by the Consultant shall consist of consulting services related to:





	 	(i)	 	Identifying, sourcing, negotiating and arranging new employment for the
Company’s offshore drilling assets.
	 
	 	(ii)	 	Identifying, sourcing, negotiating and arranging the sale or purchase of
offshore drilling assets





4. FEES



In consideration of such services the Consultant shall receive fee from the Company of
1% in connection with employment arrangements and 0.75% in connection with sale and
purchase activities.




5. DUTIES




The Consultant shall provide the Services, using all its experience, resources and due
diligence. The Consultant undertakes to use all reasonable endeavors to provide the




 









 




Services in accordance with Clause 3 hereof and to protect and promote the interests of the Company
in all matters relating to the provision of the Services.




6. THE CONSULTANT’S RIGHT TO SUB-CONTRACT





	6.1	 	The Consultant shall be entitled to procure performance of the Consultant’s obligations
hereunder by its parent, subsidiary or associated companies or (in the case of other services)
third parties (hereinafter collectively called the “Sub-Consultant”) in accordance with the
following provisions of this Clause 6.1:






	 	(i)	 	The Company hereby agrees with the Consultant that insofar as Sub- Consultant performs the
obligations of the Consultant, the Sub-Consult shall be entitled to the benefits of the provisions
of Clause 9; and
	 
	 	(ii)	 	Any performance of the Consultant’s obligations by the Sub-Consultant shall be without
prejudice to the rights of the Company hereunder for any failure by the Consultant in performance
of the Consultant’s duties and obligations hereunder and notwithstanding performance by the
Sub-Consultant, the Consultant shall remain solely responsible to the Company for performance of
its obligations hereunder.






	6.2	 	The provision of Clause 6.1 shall remain in force notwithstanding termination of this
Agreement.





7. RESPONSIBILITIES




7.1 FORCE MAJEURE



Neither the Company nor the Consultant shall be liable to the other for loss or damage resulting
from delay or failure to perform its respective obligations under this Agreement, or any contract
hereunder, either in whole or in part, when any such delay or failure shall be due to causes beyond
its control due to civil war, insurrections, strikes, riots, fires, floods, explosions,
earthquakes, serious accidents, or any acts of God, failure of transportation, epidemics,
quarantine restrictions, or labor trouble causing cessation, slow down, or interruption of work.



In the event that a situation giving rise to force majeure. which prevents a party from performing
under this Agreement, the parties shall confer as to the further fulfillment or termination of this
Agreement.




7.2 INDEMNITY — GENERAL



The Company hereby undertakes to indemnify and hold harmless the Consultant and its employees,
agents and subcontractors against all actions, proceedings, claims, demands or liabilities
whatsoever or howsoever arising out of or in connection with the performance of this Agreement, and
against and in respect of all costs, loss, damages and expenses on a full indemnity basis) which
the Consultant may suffer or incur (either





 









 







directly or indirectly) in the course of the performance of this Agreement other than
arising from the gross negligence or willful misconduct of the Consultant.




7.3 INDEMNITY — TAX



Without prejudice to the general indemnity set out in Clause 7.2, the Company hereby
undertakes to indemnify and hold harmless the Consultant, its employees, agents and
subcontractors against all taxes, imposts and duties levied by any government, other than
income taxes, as a result of the trading or other activities of the Company and/or the
Company’s vessels whether or not such taxes, imposts and duties are levied on the
Company or the Consultant.



7.4 “HIMALAYA”



It is hereby expressly agreed that no employee or agent of the Consultant (including
every subcontractor from time to time employed by the Consultant and the employees of
such subcontractors) shall in any circumstances whatsoever be under any liability
whatsoever to the Company 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, every exemption, limitation,
condition and liberty herein contained and every right, exemption from liability, defense
and immunity of whatsoever nature applicable to the Consultant or to which the
Consultant is entitled hereunder shall also be available and shall extend to protect every
such employee or agent of the Consultant acting as aforesaid.



7.5 The provisions of Clause 7 shall remain in force notwithstanding termination of this
Agreement.




8. DURATION



The term of this Agreement shall commence on the Effective Date of this agreement as
per Clause 15 and continue for a period of five (5) years.




9. TERMINATION OF AGREEMENT



Unless otherwise agreed in writing between the parties this Agreement may be terminated
as follows:





	9.1	 	At the end of its term unless extended by mutual agreement
	 
	9.2	 	The parties by mutual agreement may terminate this Agreement at any time
	 
	9.3	 	The Company may opt to terminate this Agreement by written notice to the
Consultant prior to actual termination date by observing a prior written notice period
of thirty (30) days




 









 











9.4 TERMINATION BY DEFAULT — THE COMPANY





	(i)	 	The Consultant shall be entitled to terminate the Agreement with immediate effect by
notice in writing if any moneys due to the Consultant from the Company shall not have been received
in the Consultant’s nominated account within ten (10) days of payment having been requested in
writing by the Consultant or if the Company fails to comply with the requirements of Clauses 4 and
7.
	 
	(ii)	 	If the Company fails to meet its obligations hereunder in any material respect for
reasons within its control.





9.5 TERMINATION BY DEFAULT — THE CONSULTANT



If the Consultant fails to meet its obligations under this Agreement in any material respect,
the Company may give a written notice to the Consultant specifying the default and requiring it to
remedy the default as soon as practically possible. In the event that the Consultant fails to
remedy such default, if remediable, within a reasonable time to the reasonable satisfaction of the
Company, the Company shall be entitled to terminate this Agreement with immediate effect by notice
in writing.




10. CONFIDENTIALITY





	10.1	 	Save for the purpose of the enforcing or carrying out as may be necessary their respective
rights or obligations, each party agrees to maintain and to use all. reasonable endeavors to
procure that their respective officers and employees maintain confidentiality and secrecy in
respect of all information relating to the other’s business received by it directly or
indirectly pursuant to this Agreement.
	 
	10.2	 	As between the Company and the Consultant, the Company hereby agrees and acknowledges that all
title and property in and to the management manuals of the Consultant and other written material of
the Consultant concerning management functions and activities developed by the Consultant is vested
in the Consultant and the Company agrees not to disclose the same to any third party except as
required by law or applicable regulation or rule and, on the termination of this Agreement, to
return all such manuals and other materials to the Consultant. For the purposes of this Clause
reference to “the Consultant” includes the parent, subsidiary and associated companies of the
Consultant and any third parties providing services to the Company under this Agreement.





11. LAW AND ARBITRATION





	11.1	 	This Agreement shall be governed by 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 reenactment thereof for the time being in
force.




 









 













	11.2	 	The arbitration shall be conducted in accordance with the London Maritime
Arbitrators’ (LMAA) Terms current at the time when the arbitration is commenced.
	 
	11.3	 	Save as mentioned below, the reference shall be to three arbitrators, one to be
appointed by each party and the third by the two so appointed. A party wishing to
refer a dispute to arbitration shall appoint its arbitrator and send notice of such
appointment to the other party requiring the other party to appoint its arbitrator
within 14 days of that notice and stating that it will appoint its arbitrator as sole
arbitrator unless the other party appoints its own arbitrator and give 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 the dispute to arbitration may, without the requirement of any further prior
notice to the other party accordingly. The award of a sole arbitrator shall be as
binding as if he had been appointed by agreement.
	 
	11.4	 	In cases where neither the claim nor any counterclaim exceeds the sum of USD
50,000 (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.





12. NOTICES





	12.1	 	Any notice or other communication required to be given or made hereunder shall be
in writing and may be served by sending same by registered airmail, electronic-
mail, telex, facsimile or by delivering the same (against receipt) to the address of
the party to be served to such address as may from time to time be notified by the
party for the purpose.
	 
	12.2	 	Any notice served by post as aforesaid shall be deemed conclusively duly served
five days after the same shall have posted. Notices served by telex or facsimile as
aforesaid shall be deemed conclusively to have been served on the day following of
the same, provided evidence of transmission appears on the particular notice.




Notices to the Consultant shall be made as follows:




CARDIFF MARINE INC.

C/O Deverakis Law Office

80 Kifissias Avenue

Amaroussion, GR- 15125

Athens — Greece

Attn: Mr. Stelios Deverakis

Phone: (+30) 210 6140810

Fax: (+30) 210 6140267

Email: lawsgr@hol.gr




 









 




Notice to Company shall be made as follows:




DRYSHIPS INC.

80 Kifissias Avenue

Amaroussion, GR- 15125

Athens — Greece

Attn: Mr. Ziad Nakhleh, CFO

Phone: (+30) 210 809 0551

Fax: (+30) 210 809 0575

Email: management@dryships.com




13. CHANGE OF CONTROL





	13.1	 	In the event of a “Change of Control” during the term of this Agreement, the Consultant may
terminate this Agreement and cease providing the abovementioned services to the Company within
three (3) months following such Change in Control.
	 
	13.2	 	For the purposes of this Agreement, the term “Change of Control” shall mean the:
	 
	(i)	 	Acquisition by any individual, entity or group of beneficial ownership of fifty percent
(50%) or more of either (A) the then-outstanding shares of common stock of the Company or
(B) the combined voting power of the then-outstanding voting securities of the Company entitled to
vote generally in the election of directors;
	 
	(ii)	 	Consummation of a reorganization, merger or consolidation of the Company or the sale or other
disposition of all or Substantially all of the assets of the Company and/or of the Affiliates; or
	 
	(iii)	 	Approval by the shareholders of the Company of a complete liquidation or dissolution of the
Company.





14. ENTIRE AGREEMENT





	14.1	 	This Agreement constitutes the entire agreement and understanding between the parties with
respect to the subject matter of the 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.
	 
	14.2	 	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 without consequential, special or
punitive damages. Nothing in this clause shall, however, operate to limit or exclude
any liability for willful cause of loss.
	 
	14.3	 	For the avoidance of doubt it is noted that the provisions of this Agreement take
precedence and prevail over any other provisions in any earlier agreement between
the parties.





15. EFFECTIVE DATE





	 	 	This Agreement shall become effective (the “Effective Date”) only upon the closing
of the Norwegian/U.S. initial public offering/private placement of the common shares
of OCR UDW Inc. currently expected to take place in December 2010.
	 
	 	 	For the avoidance of any doubt, this Agreement will cover the Vanco/Lukoil contract
for H1837/38 and the Cairn LOI for H1837, if the latter materializes into a contract
but will not be applicable for the Petrobras LOI for the Leiv Eiriksson, if it
materializes into a contract, the Eirik Raude contract with Borders and the Leiv
Eiriksson LOI with Cairn, if the latter materializes into a contract. It will apply
however to any contracts otherwise entered after the Effective Date. If the Effective
Date has not occurred by December 31st, 2010, then this Agreement shall be
rescinded and of no effect.




IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of the day
and year first above written.



ON BEHALF OF THE COMPANY




	 	 	 	 	 
	 	 
	By:  	/s/ Mr Ziad Nakhleh

 	 
	 	Mr Ziad Nakhleh
Title: Chief Financial Officer 	 
	 	 	 
	 


ON BEHALF OF CARDIFF MARINE INC.




	 	 	 	 	 
	By:  	/s/ Mr. Haris Alivizatos
 	 
	 	Mr. Haris Alivizatos

Title: Legal Representative in Greece