Master Services Agreement (2007)Full Document 

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MASTER SERVICES AGREEMENT
 
THIS AGREEMENT, made and entered into effective this 29 day of March, 2006, by and between SULPHCO, INC., a Nevada corporation having an office and place of business at 850 Spice Islands Drive, Sparks, NV 89431, hereinafter referred to as "OWNER", and MUSTANG INTERNATIONAL, L.P., a Texas limited partnership having principal offices at 16001 Park Ten Place, Houston, Texas 77084, hereinafter referred to as "CONTRACTOR".
 
WITNESSETH THAT:
 
WHEREAS, OWNER desires to have CONTRACTOR provide program management, engineering, procurement, construction management and other services, hereinafter referred to as the "Work" in connection with the installation of new facilities or the modification of existing facilities, and
 
WHEREAS, CONTRACTOR has the resources, technically competent personnel and the desire to undertake the Work, and
 
WHEREAS, the parties hereto desire that the Work be performed on the basis of the reimbursable terms provided herein,
 
NOW THEREFORE, OWNER and CONTRACTOR, for and in consideration of the mutual covenants and agreements herein contained, agree as follows;
 
ARTICLE 1. DEFINITION OF THE WORK
 
1.1
The Work to be provided by CONTRACTOR under this Agreement shall consist of services such as program management, engineering, procurement, construction management and other services to the extent mutually agreed upon by OWNER and CONTRACTOR. Procurement services, if any, shall be by CONTRACTOR as agent, acting for and on behalf of OWNER; construction management services, if any, shall consist of overall technical management of construction, and shall also be performed as agent of OWNER.
 
1.2
For each separate assignment to be included under the provisions of this Agreement, a definition of the scope of Work and fee structure involved, hereinafter referred to as a "Work Release" shall be determined to the mutual satisfaction of both parties. CONTRACTOR shall advise OWNER of its anticipated schedule for execution of the Work and shall present to OWNER its estimate of Reimbursable Costs, as hereinafter defined, to be incurred in performance of the Work.
 
1.3  
All Work shall be performed in accordance with this Agreement and the applicable Work Release. In the event of conflict among any of the Work Release documents, the document bearing the latest date shall govern. In the event of conflict between the Articles of this Agreement and any of the Work Releases, the Articles of this Agreement shall govern.

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ARTICLE 2. TIME OF PERFORMANCE
 
CONTRACTOR shall initiate Work immediately upon notice by OWNER to do so and shall exert all reasonable efforts to complete same by the date mutually agreed upon.
 
ARTICLE 3. COMPLETION OF WORK
 
Upon completion of the Work, CONTRACTOR shall notify OWNER in writing that the Work is complete. OWNER shall, within ten (10) working days after receipt of such notice, confirm in writing to CONTRACTOR that the Work is complete or notify CONTRACTOR of the respects in which the Work is not complete. CONTRACTOR shall then immediately take the necessary steps to accomplish the incomplete aspects of the Work brought to its attention by OWNER; upon the conclusion of which, OWNER shall issue to CONTRACTOR a notice of completion of Work. Failure to notify CONTRACTOR within the aforementioned ten (10) day period shall be deemed acceptance by OWNER of the completed Work. CONTRACTOR'S warranty obligations under ARTICLE 10 - RESPONSIBILITY OF CONTRACTOR hereof shall commence upon completion and acceptance of the Work.
 
ARTICLE 4. COMPENSATION TO CONTRACTOR
 
Except as otherwise agreed to in writing by both parties, OWNER shall, as provided in the Schedule of Rates attached to each Work Release, reimburse CONTRACTOR for all manhours, costs, expenses and charges incurred by CONTRACTOR in the execution of the Work, hereinafter referred to as "Reimbursable Costs".
 
ARTICLE 5. INVOICING AND PAYMENT
 
5.1
Except as otherwise provided in applicable Work Releases, CONTRACTOR shall invoice OWNER on a semi-monthly basis for all Reimbursable Costs incurred by CONTRACTOR during the prior period. OWNER shall pay the full amount of such invoices within fifteen (15) calendar days of receipt thereof. Any delinquent payment shall earn interest at the rate of one percent (1%) per month until paid, but not to exceed the maximum contract rate permitted by the applicable usury laws in the state where the Work is performed.
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