exv10w7







Exhibit 10.7




GLOBAL OFFSHORE MEXICO, S. DE R.L. DE C.V.









ADVISORY BOARD



PROFESSIONAL SERVICE AGREEMENT



between



GLOBAL OFFSHORE MEXICO S. de R.L. de C.V.



and



Mr. Eduardo Francisco Borja Ruy Sanchez



Calle 31 x 42 No. 120. Col. Tacubaya

Cd. del Carmen, Campeche, Mexico.

C.P. 24180

Tel. (938) 38-2-23-00 Fax: (938) 38-2-10-99




 









 





PROFESSIONAL SERVICE AGREEMENT



     THIS PROFESSIONAL SERVICE AGREEMENT (the “Agreement”) is made and entered into this the _1st___day
of July, 2009, by and between Global Offshore Mexico S. de R.L. de C.V., a company organized under
the laws of Mexico, having its registered office at Calle 31 x 42 no. 120, Col. Tacubaya, Cd. Del
Carmen, Campeche CP 24180 (“Global”) and Eduardo Francisco Borja Ruy Sanchez a Mexican citizen
whose address is Calle Teololco 220 casa 1, Jardines del Pedregal, Mexico, D.F. CP 01900
(“CONSULTANT”) (collectively Global and CONSULTANT are referred to as the “Parties’ and
individually as “Party”).




W I T N E S S E T H:



     WHEREAS, CONSULTANT is a Mexican Citizen duly registered before the Mexican Internal Revenue
Service with Tax ID number BORE 570822 U47



     WHEREAS, CONSULTANT is familiar with the commercial procedures, regulations and relevant laws
(the “Law”) applicable to the oil and gas industry in Mexico and Latin America.



     WHEREAS, Global desires to hire the services of CONSULTANT as a member of Global’s Latin
American Advisory Board.



     WHEREAS, Global desires CONSULTANT to render its services as an advisor to Global’s business
ventures in the oil and gas industry in Mexico and Latin America under the terms and conditions set
forth in this Agreement, in exchange for the compensation set out in Article 3; and



     WHEREAS, CONSULTANT desires to render its services to Global as an advisor under the terms and
conditions set forth in this Agreement.



     NOW, THEREFORE, for and in consideration of the premises and mutual covenants contained herein
and for other good and valuable consideration the adequacy and sufficiency of which are hereby
acknowledged, the Parties agree as follows:




	1.	 	APPOINTMENT:






	 	1.1	 	Global hereby retains CONSULTANT, upon the terms and condition hereinafter
set forth herein, as a non-exclusive advisor on Global’s Latin American Advisory Board
(the “Services”).
	 
	 	1.2	 	CONSULTANT hereby accepts such appointment and agrees to diligently perform
the duties set forth in Article 2 of this Agreement.






	2.	 	CONSULTANT’S DUTIES:






	 	2.1	 	Global entrusts the Consultant in a non-exclusive manner and the




 









 








	 	17.3	 	Special Audit Rights
	 
	 	 	 	During the term of this Agreement and for a period of one (1) year thereafter. GLOBAL shall have
the right, at its expense, to audit the books and records of the CONSULTANT related to its
activities on behalf of or in connection with GLOBAL, including all charges made and services
performed by the CONSULTANT pursuant to this Agreement and all payments, whether in kind or in
cash, made by the CONSULTANT for or on behalf of GLOBAL.






	18.	 	SPECIAL PROVISIONS






	 	18.1	 	Further Assurances. Each Party agrees to do all acts and things and to make, execute and
deliver such written instruments, as shall from time to time be reasonably required to carry out
the terms and provisions of this Agreement.
	 
	 	18.2	 	Survival of Indemnity Obligations. Any and all indemnity obligations of either Party shall
survive any termination of this Agreement.






	19.	 	NOTICES:
	 
	 	 	Any and all notices permitted or required under this Agreement shall be in writing and in the
English language. Notice shall be made by personal delivery, certified airmail (returned receipt
requested), or facsimile. Notice shall be made to the following:




CONSULTANT:



Eduardo Francisco Borja Ruy Sanchez

Calle Teololco 220 casa 1

Jardines del Pedregal

Mexico, D.F. CP 01900



Global: Sven Herbert Feldhaus Marquard

Calle 31 x 42 No. 120

Col. Tacubaya

Cd. Del Carmen, Cmpeche CP 24180



With a copy to:

Global Industries, Ltd.

11490 Westheimer, Ste 400

Houston, Texas

U.S.A. 77077

Fax. (281) 529-7747

Attention: General Counsel.






 









 







IN WITNESS WHEREOF, this Agreement is effective as of the day and year first above written.




	 	 	 	 	 
	 	Global Offshore Mexico S. de R.L. de C.V.

 	 
	 	By:  	/s/ Sven Herbert Feldhaus Marquard
 	 
	 	 	Name:  	Sven Herbert Feldhaus Marquard 	 
	 	 	Title:  	Country Manager for Mexico 	 
	 
	 	CONSULTANT 

 	 
	 	By:  	/s/ Eduardo Francisco Borja Ruy Sanchez
 	 
	 	 	Name:  	Eduardo Francisco Borja Ruy Sanchez 	 
	 	 	Title:  	Sr. VP — Global Industries, Ltd.