Preview | Management Services Agreement |


1	DEFINITIONS	1

2	ENGAGEMENT	3

3	TERM	3

4	DUTIES	3

5	HOLIDAY/OVERTIME/SICKNESS/INJURY/RESIDENT BASE/ POINT OF ORIGIN/EXPENSES	4

6	REMUNERATION	6

7	TAX COMPLIANCE	6

8	CONFIDENTIALITY	7

9	PROPERTY OF THE COMPANY	7

10	COVENANTS AGAINST COMPETITION	7

11	TERMINATION FOR EVENT OF DEFAULT	8

12	DISCIPLINARY RULES; GRIEVANCE PROCEDURES; HEALTH AND SAFETY	8

13	POST-TERMINATION PROVISIONS	8

14	CONSULTANTS REPRESENTATIONS AND WARRANTIES	8

15	NOTICE	9

16	AMENDMENTS	9

17	SEVERABILITY	9

18	NO WAIVER	10

19	ENTIRE AGREEMENT	10

20	GOVERNING LAW	10

21	DISPUTE RESOLUTION	10

22	ASSIGNMENT	10

23	INTERPRETATION	10

24	MONETARY TERMS	10

25	COUNTERPARTS	11

EXHIBITS
EXHIBIT 1 Specific Duties of Consultant

MANAGEMENT SERVICES AGREEMENT

Dated 2007

between

CANARGO ENERGY CORPORATION, a company incorporated and existing under the laws of Delaware, United States of America (the Company)

and

VAZON ENERGY LIMITED (Company Number 32244) a company incorporated and existing under the laws of Guernsey, Channel Islands (the Consultant).

WHEREAS:

A.		The Company is engaged in the exploration, development, recovery, production, marketing and sale of oil and gas (the Business) throughout the world.

B.		The Consultant has substantial experience in the Business, and is available to render general and specific services of a management, technical, administrative and/or advisory nature with respect to the Business, and is prepared to provide such services as and when needed by the Company.

C.		The Company desires to obtain the services of the Consultant, and the Consultant desires to provide certain services to the Company in the Territory.

NOW THEREFORE, in consideration of the agreements contained herein and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:-

1		DEFINITIONS

1.1		In this Agreement and the Exhibit hereto, except where the context otherwise requires, the words and expressions set forth below shall have the following meanings:-

		Act means the Companies (Guernsey) Law 1994, as amended;

		Agreement means this Management Services Agreement, including Exhibit 1, as the same may be amended, modified or extended from time to time;

		Bank and other Public Holidays means bank and other public holidays in Guernsey;

		Bonus has the meaning set forth in Clause 6.3;

		Board means the board of directors of the Company from time to time;

		Business has the meaning set forth in the Preliminary Statements;

		Change of Control means the acquisition or series of related acquisitions whether by purchase, transfer, renunciation or otherwise of any interest in the common stock of the Company by a single party if, upon completion of that acquisition or acquisitions, the single party, together with persons acting in concert or connected with him, would hold more than 50 per cent in number of the common stock of the Company;

		Compensation and Nomination Committee means the Compensation and Nomination Committee of the Board from time to time;

		Confidentiality has the meaning set forth in Clause 8;

		Confidential Information means all information which is identified or treated by the Company or any Group Company or any of the Groups clients or customers as confidential or which by reason of its character or the circumstances or manner of its disclosure is evidently confidential including any information about, business plans, proposals relating to the acquisition or disposal of a company or business or proposed expansion or contraction of activities, maturing new business opportunities, research and development projects, designs, secret processes, product or services development and formulae, know-how, inventions, sales statistics and forecasts, marketing strategies and plans, costs, profit and loss and other financial information (save to the extent published in audited accounts), prices and discount structures and the names, addresses and contact and other details of: (a) employees and their terms of employment; (b) customers and potential customers, their requirements and their terms of business with the Company/Group; and (c) suppliers and potential suppliers and their terms of business (all whether or not recorded in writing or in electronic or other format);

		Consultants Domicile has the meaning set forth in Clause 5;

		Engagement means the engagement of the Consultant for the Term by the Company pursuant to this Agreement;

		Event of Default has the meaning set forth in Clause 12;

		Exhibit means an exhibit to this Agreement;

		Fees has the meaning set forth in Clause 6;

		Group means the Company, any holding company or undertaking of the Company and any subsidiaries and subsidiary undertakings of the Company or such holding company or undertaking;

		Group Company means any company within the Group;

		Section means a Clause of this Agreement;

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