Exhibit
10.3 


 


FORM
OF TECHNICAL MANAGEMENT AGREEMENT


 


PART II 


SHIPMAN
2009 STANDARD SHIP MANAGEMENT AGREEMENT


 


	Place
    and date of Agreement	2.	Date
    of commencement of Agreement (Cl. 2, 12, 21	 
	Type
    here	 	and
    25)	 
	Type
    here	 	Type
    here	 
	 	 	 	 
	3.   Owners
    (name, place of registered office and law of	4.	Managers
    (name, place of registered office and law of	 
	registry)
    (Cl. 1)	 	registry)
    (Cl. 1)	 
	(i)
    Name: Choose an item.	 	(i)
    Name: Choose an item.	 
	(ii)
    Place of registered office: Type here	 	(ii)
    Place of registered office: Type here	 
	(iii)
    Law of registry: Type here	 	(iii)
    Law of registry: Type here	 
	5.   The
    Company (with reference to the ISM/ISPS Codes)	6.	Technical
    Management (state “yes” or “no” as agreed)	 
	(state
    name and IMO Unique Company Identification	 	(Cl.
    4)	 
	number.
    If the Company is a third party then also state	 	Yes	 
	registered
    office and principal place of business) (Cl. 1 and 9(c)(i))	 	 	 
	 	7.	Crew
    Management (state “yes” or “no” as agreed) (Cl.	 
	(i)
    Name: Type here	 	5(a))	 
	(ii)
    IMO Unique Company Identification number: Type	 	Yes	 
	here	 	 	 
	(iii)
    Place of registered office: Type here	8.	Commercial
    Management (state “yes” or “no” as	 
	(iv)
    Principal place of business: Type here	 	agreed)
    (Cl. 6)	 
	 	 	Not
    covered under this Agreement	 
	 	 	 	 
	9.   Chartering
    Services period (only to be filled in if “yes”	10.	Crew
    Insurance arrangements (state “yes” or “no” as	 
	stated
    in Box 8) (Cl.6(a))	 	agreed)	 
	Not
    coverd under this Agreement	 	(i)
    Crew Insurances* (Cl. 5(b)): See Clause 40 of Rider	 
	 	 	Clauses	 
	 	 	(ii)
    Insurance for persons proceeding to sea onboard	 
	 	 	(Cl.
    5(b)(i)): See Clause 40 of Rider Clauses	 
	 	 	*only
    to apply if Crew Management (Cl. 5(a)) agreed (see	 
	 	 	Box
    7)	 
	11.  Insurance
    arrangements (state “yes” or “no” as agreed)	12.	Optional
    insurances (state optional insurance(s) as	 
	(Cl.
    7)	 	agreed,
    such as piracy, kidnap and ransom, loss of hire	 
	See
    Clause 40 of Rider Clauses	 	and
    FD&D) (Cl. 10(a)(iv))	 
	 	 	See
    Clause 40 of Rider Clauses	 
	 	 	 	 
	13.  Interest
    (state rate of interest to apply after due date to	14.	Annual
    management fee (state annual amount) (Cl.	 
	outstanding
    sums) (Cl. 9(a))	 	12(a))	 
	To
    be discussed	 	$850
    per day	 
	 	 	 	 
	15.  Manager’s
    nominated account (Cl.12(a))	16.	Daily
    rate (state rate for days in excess of those agreed	 
	TBA	 	in
    budget) (Cl. 12(c))	 
	 	 	Not
    Applicable	 
	 	17.	Lay-up
    period / number of months (Cl.12(d))	 
	 	 	Not
    Applicable	 
	 	 	 	 
	18.  Minimum
    contract period (state number of months) (Cl.	19.	Management
    fee on termination (state number of	 
	21(a))	 	months
    to apply) (Cl. 22(g))	 
	As
    per Management and Services Agreement	 	As
    per Management and Services Agreement	 
	20.  Severance
    Costs (state maximum amount) (Cl. 22(h)(ii))	21.	Dispute
    Resolution (state alternative Cl. 23(a), 23(b) or	 
	To
    be paid in accordance with the terms, conditions,	 	23(c);
    if Cl. 23(c) is agreed, place of arbitration must be	 
	regulations
    and laws governing the employment of the	 	stated)
    (Cl. 23)	 
	crew.	 	(a)
    English law, London arbitration Type here	 
	22.  Notices
    (state full style contact details for serving notice	23.	Notices
    (state full style contact details for serving	 
	and
    communication to the Owners) (Cl. 24)	 	notice
    and communication to the Managers) Cl. 24)	 
	As
    per Management and Services Agreement	 	As
    per Management and Services Agreement	 



 





It is mutually agreed between the party stated in Box 3 and the
party stated in Box 4 that this Agreement consisting of PART l and PART ll 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 l and Annexes “A”, “B”, “C”, “D” and “E” shall
prevail over those of PART ll to the extent of such conflict but no further.


 




     


     


    

 




PART II 


SHIPMAN 2009 STANDARD SHIP MANAGEMENT AGREEMENT


 


	Signature(s) (Owners)	Signature(s) (Managers)
	Type here	Type here





 


		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.



 


		 	“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.



 


			“OPA
                                         90" means the US Oil Pollution Act of 1990 and any amendments thereof.



 


			“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.



 




     


     


    

 






PART
                                         II





SHIPMAN
2009 STANDARD SHIP MANAGEMENT AGREEMENT



 


		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.



 




     


     


    

 


PART
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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;



 


		(k)	ensuring
                                         compliance with OPA 90, including but not limited to appointing and at all times maintaining
                                         a "Qualified Individiual" for the vessel



 


		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;




 




     


     


    

 


PART
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SHIPMAN
2009 STANDARD SHIP MANAGEMENT AGREEMENT


 


 (v) arranging transportation of the Crew, including repatriation;




 


 (vi) training of the Crew;




 


 (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.




 


		(b)	(
                                         See Clause 40 in Rider Clauses)



 


		6.	Commercial
                                         Management (See separate agreement for Commercial Management)



 


		 	(



 


	7.		(See
                                         Clause 40 in Rider Clauses)



		 	 



	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;




 


		(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 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;




 




     


     


    

 


PART
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2009 STANDARD SHIP MANAGEMENT AGREEMENT


 





 (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. 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.




 




     


     


    

 


PART
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SHIPMAN
2009 STANDARD SHIP MANAGEMENT AGREEMENT


 


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


 


		10.	Insurance
                                         Policies (See Clause 40 of Rider Clauses)



 


		11.	Income
                                         ColHlected 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 Client 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.



 


		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)	(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)	(e)
                                         Save as otherwise provided in this Agreement, all discounts, rebates and commissions,
                                         other than those that are not attributable to the Owner's vessels, 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 two months before the end of the budget year.






			



 


		(b)	The
                                         Owners and Manager shall discuss the budget as presented and finalize the same within
                                         one month from the date when the same was presented by the Managers. The budgets proposed
                                         will be consistent with the operating budgets for vessels of a simmilar class owned and
                                         / or managed by the Owners and Managers. 
	 	 	 



		(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, which have been approved by the Owners,. 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
                                         Client 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 U.S. Generally Accepted Accounting
                                         Practicesor 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 intervals as Reasonably promptly and,
                                         in any event, in time, where relevant, to enable DSS to meet its legal reporting requirements.:



 


 (i)) Monthly, quarterly and annual financial reports as required by DSS in accordance with US Generally Accepted Accounting Practises (US GAAP).




 




     


     


    

 


PART
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2009 STANDARD SHIP MANAGEMENT AGREEMENT


 


 (ii) Other reasonable information pertaining to the income or expenses of the Vessels as may be reasonably requested by DSS from time to time including, but not limited to weekly fixture and activity reports and profit and loss statements relating thereto in a timely manner.


 




 (iii) Information that DSS or the Owners may reasonably request from time to time to satisfy their auditors, lenders, insurers, or other financial advisors.




 


			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.



 




     


     


    

 


PART
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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 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 fulfil 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.


 


		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, minimise 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, gross negligence, fraud 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 giving rise to a claim or claims shall never exceed US $ 3.0 million. The managers shall provide the Owners with reasonable evidence of having adequate professional liability insurance cover.




  




     


     


    

 


PART
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2009 STANDARD SHIP MANAGEMENT AGREEMENT


 


 (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
                                         consult with Owners , act under their direction, and 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, with the approval of the Owner, 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 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.



 




     


     


    

 


PART
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		(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



 


			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 ( As per Management and Services Agreement)



 


		(a)	(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
                                         (This clause has been amended to make it consistent with the Management Agreement)



 


(a)


 


			Either Party                                          shall be
                                                                                                                 entitled to terminate this Agreement in its entirety upon the occurrence, in                                          respect
                                                                                                                 of any Party, of:



 


		(i)	in
                                         the event of a Change of Control of either CSM or DSS at the election of the other party;
                                         or



 


		(ii)	the
                                         other party materially breaches this Agreement, if not cured within 15 days notice of
                                         such breach;



 


		(iii)	there
                                         is a Cause Event in respect of either CSM or DSS at the election of the other party;
                                         or



 


 (iv) a receiver is appointed for all or substantially all of the property of the other party; or




 


 (v) an order is made to wind-up the other party; or




 


 (vi) a final judgment, order or decree which materially and adversely affects the ability of the other party to perform this Agreement shall have been obtained or entered against that party and such judgment, order or decree shall not have been vacated, discharged or stayed .






 


		(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 (10) 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.




 




     


     


    

 


PART
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		(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.



 


		(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).




 


		(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.



 


		(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, including electronic data and 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 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.



 




     


     


    

 


PART
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			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)*


 


		(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.




 


 (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).



 




     


     


    

 


PART
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2009 STANDARD SHIP MANAGEMENT AGREEMENT


 


		(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 and the Rider Clauses attached hereto constitute 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



 


			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.



 


		29.	BIMCO MLC Clause for SHIPMAN 2009


                                                                                

For the purpose of this clause:




 


			"MLC"
                                         means the International Labor Organization (ILO) maritime Labor Comvention (MLC 2006)
                                         and any Amendments thereto or substitution thereof.



 







     


     


    

 


PART
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2009 STANDARD SHIP MANAGEMENT AGREEMENT


 


			"
                                         Shipowner" shall mean the party named as "shipowner" on the Maritime Labor
                                         Certificate for the vessel.



 


		(a)	Subject
                                         to Clause 3 (Authority of the Managers), the Managers shall, to the extent of their Management
                                         Services assume the Shipowner's duties and responsibilities imposed by the MLC for the
                                         vessel, on behalf of the Shipowner.



 


		(b)	The
                                         Owners shall ensure compliance with the MLC in respect of any crew members supllied by
                                         them or on their
behalf .



 


		(c)	 The Owners shall procure, whether by instructing the Managers under Caluse
                                                                                                              7 (Insurance Arrangements) or otherwise,
                                                                                                              insurance                                                                                                               cover
                                                                                                              or finacial security to satisfy the Shipowner's finacial security obligations
                                                                                                              under the MLC.



 


			Rider Clauses
                                                                            30 to 36 attached hereto form an integral part of this agreement.



 











     


     


    

 





RIDER
CLAUSES


 


		30.	In
                                         respect of the Management Services provided for in this Agreement:



 





	 	(a)	The
        Managers shall if requested provide the Owners with the curriculum vitae and consult the Owners prior to the appointment
        of any senior officers (Master, Chief Officer, Chief Engineer and Second Engineer) to the Vessel. The Managers shall exercise
        reasonable efforts to satisfy the Officer Matrix requirements (as applicable and amended from time-to-time) of the Listed
        Majors (as such term is defined in Rider Clause 31 (a) below).

        Supplementing
        Annex “B” and Clause 5 (a)








 


		(b)	The
                                         Managers shall promptly investigate any concerns or complaints from Owners with respect
                                         to any crew member. If the Managers, after proper investigation, deem such concern or
                                         complaint justified, the Managers will replace such crew member as soon as reasonably
                                         practicable. Supplementing Clause 5 (a).



 


		(c)	The
                                         Managers shall undertake such measures as are reasonably necessary and within their control
                                         to prevent or mitigate damages when an escape or discharge of oil or other polluting
                                         substance from the Vessel occurs or threatens to cause pollution damage. Supplementing
                                         Clause 4.



 


		(d)	The
                                         Managers shall disclose to Owners, whenever requested, the details of any services provided
                                         by any subsidiary or fellow subsidiary of the Managers in course of performing their
                                         management services for the Vessel. Supplementing Clause 16.



 


		(e)	The
                                         Managers shall consult Owners with respect to the scheduling and location as well as
                                         the extension or postponement of any dry dockings, special surveys, intermediate surveys
                                         or major repairs of the Vessel, and negotiate directly with the relevant ship repair
                                         yards or facilities the prices and payment terms and arrange to pay for such services
                                         all of which shall be subject to Owners’ written approval, which shall not to be
                                         unreasonably withheld or delayed. In connection with any of the foregoing, Owners may,
                                         after providing notice to Managers, but always before RFQ to the ship repair yard, negotiate
                                         directly with the relevant ship repair yards or facilities the prices and payment terms
                                         and arrange to pay for such services directly. Supplementing Clause 4 (e)



 


		(f)	With
                                         respect to bulk procurement contracts for the purchase of services or goods from third
                                         parties, the Managers will communicate with and work closely with Owners in evaluating
                                         proposals from and selecting prospective vendors or suppliers with the goal of achieving
                                         most favourable prices and terms. Supplementing Clauses 4 (f)



 


		(g)	The
                                         Managers shall if requested in writing include Owners on the distribution list for all
                                         Vessel correspondence and communications with respect to the operation of the Vessel
                                         including those related to classification society, flag state and vetting by charterers.
                                         Supplementing Clauses 4 and 8



 


		(h)	With
                                         respect to dealings with the Classification Societies, the Managers and Owners shall
                                         collaborate in negotiations involving block fees and other services, with the goal of
                                         achieving most favourable prices and terms. Supplementing Clause 4 (e)



 







     


     


    

 





	 	(j)	With
    respect to the Budget attached to Annex “C”, if the Managers have good reason to expect that the combined budget
    for any calendar year for (i) the Vessel and (ii) all other vessels of vessel owning companies under the control of Diamond
    S Shipping, Inc. (“DSS”) being under technical management by the Managers (the "Other Fleet")
    will exceed the proposed combined budget by five percent (5%) or more in aggregate in order to fulfil their responsibilities
    and obligations under the aggregate of (i) this Agreement and (ii) all other technical management agreements for the Other
    Fleet, the Managers will so advise Owners and request Owners’ written consent to any such increase. Owners shall respond
    promptly and reasonably to such request and such consent shall not to be unreasonably withheld or delayed . Notwithstanding
    the foregoing, if the Managers anticipate that any proposed non budgeted capital expenditure for the Vessel is likely to exceed
    U.S.$20,000, the Managers must obtain the Owners’ prior written consent (such consent shall not to be unreasonably withheld
    or delayed) before committing to such expenditure. Supplementing Annex “C” and Clauses 13 and 22 (e)









 


		31.	Oil
                                         Majors’ Acceptances



 


		(a)	Vessel



 


			The
                                         Managers shall exercise reasonable commercial endeavours to arrange a SIRE inspection
                                         (OCIMF Ship Inspection Report Programme) of the Vessel by an oil major company (“Major
                                         ”) from the list of Majors below (“Listed Majors”), and
                                         thereafter, at least one valid SIRE inspection at regular intervals as required by the
                                         Majors



 


		Listed	Majors:



 


		 	Exxon



		Mobil	-
                                         IMT



		 	Shell



		 	BP



		 	Chevron



		 	Total



		Statoil	/
                                         Equinor



		 	Repsol



		 	P66



		 	Tesoro



		 	Lukoil



		 	BHP



		 	Rightship



		 	Petrobras



 


			The
                                         Managers shall exercise reasonable commercial endeavours to correct or remedy any defects
                                         recorded in a SIRE inspection report as soon as possible.



 


			The
                                         Managers shall promptly notify Owners of any failure to obtain acceptance or the withdrawal
                                         of acceptance of the Vessel from or by any Listed Major.



 


			In
                                         the event that any Listed Majors’ acceptance is not granted or reinstated or any
                                         deficiencies noted are not rectified within 90 days after the inspection has been completed
                                         subject to the availability of the Vessel for such inspection, Owners shall have the
                                         option to terminate this Agreement by giving Managers 60 days’ notice.



 


			The
                                         Managers shall not, however, be responsible for any failure based upon defects in the
                                         Vessel’s design and/or construction or for any failure as a consequence of such
                                         Major(s) not inspecting the Vessel in a timely manner, and Owners shall not have the
                                         option to terminate this Agreement according to the provisions of the paragraph hereabove.



 







     


     


    

 


			The
                                         Managers shall, subject to the policies of Majors and availability of their inspectors,
                                         exercise reasonable endeavours to obtain acceptance of the Vessel prior to the delivery
                                         of the Vessel.



 


			The
                                         Managers shall provider officers and crew to satisfy any Crew Matrix Requirement of the
                                         Listed Major’s.



 


		(b)	Managers



 


			The
                                         Managers shall exercise reasonable commercial efforts to conform to and maintain a TVMSA
                                         (Tanker Vessel Management and Self Assessment) with OCIMF at a level that satisfies each
                                         of the Listed Majors.



 


			The
                                         Managers shall promptly notify the Owners should any of the Listed Majors notify the
                                         Managers that they will not accept the Vessel under their management for business. The
                                         Managers shall exercise reasonable commercial endeavours to remedy the causes for such
                                         a rejection within 90 days of such notification.



 


		32.	Trading
                                         Ban Termination



 


 (a) If the Vessel solely by reason of a shortcoming in her technical management by Managers pursuant to this Agreement is barred from trading to the United States or any Port State to which tankers comparable to this Vessel generally trade either party shall forthwith notify the other in writing as soon as such party becomes aware of such event. If, for any reason, any such trading ban is not lifted within 90 running days after such notice has been provided, Owners shall have the option to terminate this Agreement with immediate effect.




 


 (b) If the Vessel solely by reason of a shortcoming in her technical management by Managers pursuant to this Agreement is put on a technical hold by at least two of the Listed Majors and neither such technical hold is withdrawn within 120 days from the date of notification thereof, the Owners shall have the option to terminate this Agreement by giving Managers 30 days’ notice.




 


		33.	Sarbanes-Oxley
                                         Compliance



 


			Managers
                                         shall assist Owners in complying with the requirements of the Sarbanes-Oxley Act of 2002,
                                         as it may be amended from time to time (“SOX”), governing the effectiveness
                                         of the internal controls of service organizations retained by publicly held companies
                                         by taking or causing to be taken, all actions and doing, or causing to be done, all things
                                         and executing any and all documents and instruments of any kind which may be required
                                         to conducting an evaluation of the internal controls of Managers in compliance with SOX.
                                         The Managers agree to take or cause to be taken, all actions and to do, or cause to be
                                         done, all things and to execute any and all documents and instruments of any kind on
                                         an ongoing basis which may be necessaryto permit the Owners to remain in compliance with
                                         SOX throughout the term of this Agreement, and, with the exception of the costs incurred
                                         by Managers to obtain SAS 70 reports or any equivalents thereof, if required by Owners,
                                         which shall be payable by the Owners, each of the parties shall bear their own costs
                                         associated with such compliance.



 


		34.	Assignments



 


			Managers
                                         shall be entitled to sub-contract performance of its obligations under this Agreement
                                         by their parent, subsidiary or, in the case of crew management services, associated companies
                                         (e.g. manning agent in Philippines, Romania, Russia and others) or Affiliates without
                                         the consent of the Owners but also, with the prior written consent of Owners to third
                                         parties, which shall not be unreasonably withheld or delayed; provided, that, no such
                                         subcontract shall result in increased costs to Owners.






		



 




     


     


    

 


			Any
                                         obligations by any sub-manager shall be without prejudice to the rights of Owners hereunder
                                         for any failure by the Managers in performance of its duties and obligations hereunder
                                         and the Managers shall remain solely responsible to Owners for performance of their obligations
                                         hereunder.



 


			This Agreement                                          may be
                                                                                                              assigned by Owners to



 


		(i)	any
                                         entity whose financial standing is equal to or greater than Owners;






		(ii)	any
                                         entity to which the Owners has assigned or novated the construction contract for the
                                         Vessel;



		(iii)	any
                                         entity which acquires DSS;



 


			subject
                                         to Managers’ prior written consent which shall not be unreasonably withheld or
                                         delayed, except that the Managers shall have discretionary rights in respect of any proposed
                                         assignment to an entity which is not a parent or affiliate of the Owners.



 


			Any
                                         assignment, attempted assignment, transfer or attempted transfer by either of the parties
                                         hereto in violation of the foregoing sentences shall be void and of no effect.



 


		35.	Notifications



 


			The
                                         Managers will notify the Owners, as soon as reasonably possible, of any incident that
                                         causes or has the potential to cause injury or loss of life, or harm or damage to the
                                         vessel, her cargo or the marine environment, or materially affect the operational capability
                                         of the Vessel or result in the Vessel, Master and/or Owners acquiring a liability from
                                         a third party.



 


		36.	Confidentiality



 


			The
                                         parties hereto agree that the terms and conditions of this Agreement will not be disclosed,
                                         except to the extent necessary for its performance, unless it may be otherwise mutually
                                         agreed, or unless such disclosure is required to be made (a) as required in connection
                                         with any financing transaction for Owners or DSS or (b) in order to comply with any law
                                         , regulation, order or process binding on either of the parties or their respective parents,
                                         subsidiaries, agents, directors, officers or legal or accounting advisors or (c) to any
                                         potential investor or business partner or bank of the Managers.



 


		37.	Anti
                                         Bribery Clause



 


			Managers
                                         and their Directors, Officers, Employees, Masters and Crew members shall comply with
                                         the applicable laws, rules, regulations, decrees and/or official government orders, including
                                         but not limited to the United Kingdom Bribery Act of 2010 as amended and the United States
                                         of America Foreign Corrupt Practices Act of 1977 as amended, or any other applicable
                                         jurisdiction, relating to Anti-Bribery and Anti-Money Laundering and that they shall
                                         take no action which would subject themselves or the Ownesr to fines or penalties under
                                         such laws, regulations, rules decrees or orders.



 


		38.	Annual
                                         Adjustment of fees as per CPI



 


			The
                                         management fee stated in Box 14, United States Dollars eight hundred fifty ($850) per
                                         day shall be subject to increase on each anniversary of the date hereof based on the
                                         total percentage increase, if any, in the Consumer Price Index (to agree on relevant
                                         index) over the immediately preceding twelve months of the term of this Agreement.



 


		39.	Management
                                         and Services Agreement-Conflict



 


			This
                                         Agreement is the Technical Management Agreement referred to in the Management and Services
                                         Agreement of even date herewith between DSS (the parent/sole owner of the Owners) and
                                         the Managers (as same may be amended from time to time the “Management and Services
                                         Agreement”)



 




     


     


    

 


			Any
                                         terms used as defined terms herein but not otherwise defined herein shall have the meanings
                                         ascribed thereto in the Management and Services Agreement.



 


			Where
                                         the terms of this Agreement and the Management and Services Agreement are in conflict,
                                         the terms of the Managemeent and Services Agreement shall take precedence.



 


		40.	Insurances



 


		a.	Vessel
                                         and Crew insurances, H&M and P&I as well as any other ancillary marine coverages
                                         Owners wish to procure from time to time, will be placed by the Manager, at the direction
                                         of the Owners. The insurers will name the Owners as the assured and name other entities
                                         as required by the Owners as Co- Assureds with full cover.



 


		b.	Owners
                                         will review and approve, in advance of placement, the terms, conditions, insured values,
                                         deductibles, franchises, exceptions and limits of liability of the insurance policies.
                                         Owners will retain the right to amend the foregoing at their discretion.



 


		c.	The
                                         Vessel will be insured for all marine risks, including but not limited to crew negligence
                                         and excess liabilities. Insurance will be placed with S&P “A”
                                         investment grade rated insurers.



 


		d.	Protection
                                         & Indemnity risks, including but not limited to pollution risks, diversion expenses.,
                                         crew insurances in accordance with the best practice of prudent managers of a similar
                                         type to the Vessel with S&P “A” rated P&I Clubs who are members of
                                         the International Group of P&I Clubs. In the case of oil pollution liability risks,
                                         for an aggregate amount equal to $1,000,000,000 and / or the highest level of cover from
                                         time to time available under a basic International Group Protection & Indemnity Club
                                         entry and in the international marine insurance market.



 


		e.	War
                                         Risks, including but not limited to blocking and trapping, protection & indemnity,
                                         terrorism and crew risks and such optional insurances as may be agreed such as piracy,
                                         kidnap and ransom, loss of hire, COFR and FD&D.



 


		f.	The
                                         Managers shall pay all premiums or calls in respect of the insurances by the due dates
                                         in accordance with policy terms and conditions.



 


		g.	The
                                         Managers shall provide written evidence, to the reasonable satisfaction of the Owners,
                                         of the Manager’s compliance with their obligations under this clause at the commencement
                                         of this Agreement and as of each subsequent renewal date and, if specifically requested,
                                         of each payment date of the insurance.



 


		h.	The
                                         Managers shall endeavor to obtain best terms including but not limited to premiums for
                                         the Vessel, always on a basis similar to vessels of the same class owned and/or operated
                                         by the Managers.



 


		i.	The
                                         Managers shall be responsible for fulfilling all of the obligations of Owners w.r.t.
                                         reporting claims to insurers and coordinating all claims and recoveries under the policies.
                                         The Managers shall provide reports at periods and in a form specified by the Owners from
                                         time to time.



 


		j.	Any
                                         rebates, discounts, performance bonuses, continuity credits, no claim bonus’ from
                                         the insurers or brokers attributable on a pro rated basis to the Vessel shall be for
                                         the account of the Owners.



  






     


     


    

 





ANNEX “A” (DETAILS
OF VESSEL OR VESSELS) 


TO THE BIMCO STANDARD SHIP MANAGEMENT
AGREEMENT


CODE NAME: SHIPMAN 2009


 



 


Date of Agreement: Type here


 


Name of Vessel(s): Choose an
item.


 


Particulars of Vessel(s): Type
here


 




     


     


    

 


ANNEX “B” (DETAILS
OF CREW) 


TO THE BIMCO STANDARD SHIP MANAGEMENT
AGREEMENT


CODE NAME: SHIPMAN 2009


 






 


Date of Agreement: Type here


 


Details of Crew: Type here


 


	Numbers	Rank	Nationality
	Type here	Type here	Type here



 



     


     


    

 


ANNEX “C” (BUDGET) 


TO THE BIMCO STANDARD SHIP MANAGEMENT
AGREEMENT 


CODE NAME: SHIPMAN 2009


 






 





Date of Agreement: Type here


 


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


 


Type here


 




     


     


    

 


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: Type here


 


Details of Associated Vessels: Type
here


 




     


     


    

 


ANNEX “E” (FEE SCHEDULE) 


TO THE BIMCO STANDARD SHIP MANAGEMENT
AGREEMENT


CODE NAME: SHIPMAN 2009


 






 


Type here