EXHIBIT 10.34
CONTRACT OPERATING SERVICES AGREEMENT
THIS CONTRACT OPERATING SERVICES AGREEMENT (this "Agreement") made and entered
into this 15th day of February, 2012, is by and between South Texas Reservoir
Alliance LLC, a Delaware limited liability company (hereinafter "Contractor" or
"STXRA"), and Condor Energy Technology LLC, a Nevada limited liability company
(hereinafter "Owner" or "Condor"). Owner and Contractor may be referred to
herein together, as the "Parties" and individually, as a "Party."
WITNESSETH:
WHEREAS, Owner and Contractor are parties to a Strategic Cooperation Agreement,
dated on or about the date hereof (the "SCA"), pursuant to which the Parties
have agreed to enter into this Agreement and a Consulting Agreement (the
"Consulting Agreement"), attached as Exhibits A and B to the SCA, respectively;
WHEREAS, Owner owns undivided working interests in the oil and gas leases (the
"Leases") described in the Subject JOAs (as defined below) as same may be
amended from time to time (the land described in each Subject JOA is referred to
herein as the "Contract Area");
WHEREAS, Owner is the named Operator under certain operating agreements (the
"Operator JOAs") covering certain Leases more particularly described on Part A
of Exhibit A (the "Operator Leases"), and is a Non-Operator under certain
operating agreements (the "Non-Operator JOAs") covering certain Leases more
particularly described on Part B of Exhibit A (the "Non-Operator Leases"), as
same may be amended from time to time (the Operator JOAs and the Non-Operator
JOAs are, together, the "Subject JOAs");
WHEREAS, there are wells capable of producing oil and/or gas located on the
lands covered by the Operator Leases more particularly described on Part A of
Exhibit B (the "Operator Wells"), and there are wells capable of producing oil
and/or gas located on the lands covered by the Non-Operator Leases more
particularly described on Part B of Exhibit B (the "Non-Operator Wells"), and,
from time to time, additional wells may be drilled on the lands covered by the
Leases (the "Additional Wells;" the Operator Wells, the Non-Operator Wells and
the Additional Wells are, collectively, the "Wells");
WHEREAS, Owner desires to retain the services of Contractor, as described more
thoroughly herein, to act as a contract operator of the Operator Leases and the
Operator Wells and as an advisor providing operational guidance to Owner with
respect to the Non-Operator Leases and Non-Operator Wells (collectively, the
"Services"); and
WHEREAS, Contractor has the capability to and desires to render the Services on
behalf of Owner.
NOW, THEREFORE, based upon the mutual covenants and consideration contained
herein, the receipt and sufficiency of which are hereby acknowledged, Contractor
and Owner agree as follows:
1
ARTICLE I
DESIGNATION AND RESPONSIBILITIES OF CONTRACTOR
1.1 Standard of Performance; Warranties.
(a) Upon the request of Owner, subject to the terms of this Agreement,
Contractor shall conduct and direct all operations on the Operator Leases as
permitted and required by, and within the limits of, this Agreement, the
Operator JOAs, and all applicable laws, rules, orders and regulations
(collectively, "Laws") of any governmental authority having jurisdiction