CSA - Africa Tax Manager - (JLDMB Reviewed)

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COST-SHARING AGREEMENT

THIS AGREEMENT made this 31 day of January 2024, and effective from 1 February 2024

BETWEEN

1. Yinson Production West Africa Ltd (Company Registration No. CS414792014), a company
incorporated in Ghana with the business address at Imperial Square, Airport Residential Area,
6th Senchi Street, Accra, Ghana (hereinafter referred to as the “YPWAL” or the “Cost-incurring
entity” which expression shall include its successors in title and permitted assigns) of one part;

2. Yinson Operations and Production West Africa Limited (Company Registration No. RC-1343890),
a company incorporated in Nigeria with the business address at Plot 197, Soji Road, GRA Phase II,
Port Harcourt, Rivers State, Nigeria (hereinafter referred to as the “YOPWAL” or the “Cost-
reimbursing entity 1” which expression shall include its successors in title and permitted assigns)
of one part;

AND

3. Yinson Azalea Operacoes Angola Prestacao de Servicos (SU), Lda (Company Registration No.
33328-22/220727), a company incorporated in Angola with the business address at Rua Dr.
António Agostinho Neto lote 1- Edifício Caravela (6to Piso), Bairro Praia do Bispo, Nova
Marginal, Distrito Ingombota, Luanda, Angola (hereinafter referred to as the “YAOAPS” or the
“Cost-reimbursing entity 2” which expression shall include its successors in title and permitted
assigns). of one part.

The Cost-incurring entity, the Cost-reimbursing entity 1 and the Cost-reimbursing entity 2 are
collectively referred to as the “Parties” and individually as a “Party”. The Cost-reimbursing entity 1 and
the Cost-reimbursing entity 2 are collectively referred to as the “Cost-reimbursing entities”.

WHEREAS:

A. There are common services provided by the Africa Tax Manager to YPWAL’s business,
YOPWAL’s business and YAOAPS’s business; (hereinafter collectively referred to as, “the
Services”).

B. The Parties believe that it would be in the respective best interests of YPWAL, YOPWAL and
YAOAPS if these common services were to continue to be provided to YPWAL’s, YOPWAL’s and
YAOAPS’s businesses.

C. The Parties desire to equitably share the payroll costs of the Africa Tax Manager employed in
Ghana, who provides services for the companies in Ghana, Nigeria, and Angola.

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D. The Parties desire to set forth the terms and conditions of such cost-sharing arrangement.

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

1.0 COST-SHARING

1.1 The Parties agree to share the payroll costs of the Africa Tax Manager employed in Ghana,
who provides services for YPWAL in Ghana, YOPWAL in Nigeria and YAOAPS in Angola.

1.2 The allocation of payroll costs shall be proportional to the extent of the Africa Tax Manager’s
services rendered to each Party, as detailed in Annex 1 of this Agreement.

1.3 The allocation percentages specified in Annex 1 are determined and agreed upon by the
Parties based on the current scope of the Africa Tax Manager’s role and responsibilities
towards each Party.

1.4 The Parties agree that these allocation percentages may be subject to change in the event of a
significant change in the Africa Tax Manager’s role or responsibilities towards any Party.

2.0 PAYMENT

[2.1] Each pParty shall pay its share of the payroll costs to the Africa Tax Manager. The payroll costs
shall be those provided for under the terms of the Africa Tax Manager’s employment
agreement.

2.1[2.2] Payroll costs shall include the Africa Tax Manager's base salary, bonuses, and any other
compensation paid to the Africa Tax Manager in connection with his or her employment but
shall not include any expenses incurred by the Africa Tax Manager in connection with his or
her employment.

2.2[2.3] YPWAL shall issue periodic invoices to the Cost-reimbursing entities to recover a cumulative
proportion of the total payroll costs incurred, which is payable by the Cost-reimbursing
entities. Where the actually recovered amount is different from the respective proportion of
the total payroll costs as determined after the end of the financial year, YPWAL shall issue a
true-up debit or credit note to either or both of YOPWAL and YAOAPS to reconcile the
difference respectively.

3.0 JOB DESCRIPTION

The job description of the Africa Tax Manager and the services to be performed are attached
as Annex 2 to this Agreement.

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4.0 CONFIDENTIALITY

[4.1] Each Party The parties agrees to keep the terms of this Agreement confidential and shall not, save
as required by law or applicable regulation or by any Yinson group policy, to disclose the same
to any third party without the prior written consent of the other Parties.party

[4.2] Each Party The parties shall take all reasonable steps to ensure that their its employees, agents,
and representatives comply with the confidentiality obligations set forth in this Agreement.

5.0 AUDIT

5.1 The Cost-reimbursing entities shall have the right to audit the costs incurred by YPWAL in
connection with the services provided by the Africa Tax Manager. Such audit shall be
conducted during normal business hours and upon reasonable notice to YPWAL.

5.2 YPWAL shall provide the Cost-reimbursing entities with all necessary information and access
to its books and records to enable the Cost-reimbursing entities to conduct the audit.

6.0 TERM

This Agreement shall commence on the date first written above and shall continue until
terminated by either Pparty upon thirty (30) days’ written notice to the other Pparty.

7.0 GOVERNING LAW AND DISPUTE RESOLUTION

7.1 This Agreement and any non-contractual obligation arising out of or in connection with it shall
be governed by and construed in accordance with the laws of England.

7.2 The Parties shall use reasonable endeavors to amicably settle any dispute, controversy, claim
or disagreement of any kind whatsoever arising out of or in connection with this Agreement
including any question regarding its existence, validity or termination (a “Dispute”), within
fifteen (15) Business Days of such Dispute arising.

7.3 If parties are unable to resolve the Dispute within fifteen (15) Business Days of such Dispute
arising, the Dispute Any dispute arising out of or in connection with this Agreement, including
any question regarding its existence, validity or termination, shall be referred to and finally
resolved by arbitration in Singapore in accordance with the Singapore International
Arbitration Centre (SIAC) rules for the time being in force at the commencement of the
arbitration, which rules are deemed to be incorporated by reference in this Clause. The
Tribunal shall consist of one (1) arbitrator and the language of the arbitration shall be English.

7.4[7.3] Nothing in this Agreement, whether express or implied, is intended to or shall be construed so
as to confer upon or give to any person, other than the Parties and their respective permitted
successors and assigns, any rights or remedies under or by reason of this Agreement.

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8.0 NO WAIVER

The failure of any of the Parties to enforce at any time any of the provisions of this Agreement
or to exercise any right or option which is herein provided for shall in no way be construed to
be a waiver of such provision nor shall such failure in any way affect the validity of this
Agreement or any part hereof or the right of any of the Parties to subsequently enforce each
and every such right or option. No waiver of any breach of this Agreement shall be considered
or held to be a waiver of any other or subsequent breach. Nothing shall constitute, or have the
effect of, a waiver except an instrument in writing signed by a duly authorized officer or
representative of the Party against whom such waiver is sought to be enforced and which
expressly (and not implicitly) waives any rights or options under this Agreement.

9.0 AMENDMENT

9.1 This Agreement shall not be amended, modified, varied or supplemented except in writing
signed by the duly authorized representatives of the Parties.

9.2 An event under Clause 1.4 shall amount to a change in the allocation percentages subject to
requirements under 9.1.

10.0 NOTICES

Any notice required to be given under this Agreement, shall be in writing addressed to the
other Parties at the address provided below:

Yinson Production West Yinson Operations and Yinson Azalea Operacoes


Africa Limited Production West Africa Angola Prestacao de
Limited Servicos (SU), Lda

Address

Attention

Telephone Number

Email

11.0 SEVERABILITY

If any provision or part-provision of this Agreement is or becomes invalid, illegal or


unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid,
legal and enforceable. If such modification is not possible, the relevant provision or part-

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provision shall be deemed deleted. Any modification to or deletion of a provision or part-
provision under this clause shall not affect the validity and enforceability of the rest of this
Agreement.

12.0 COUNTERPARTS

This Agreement may be executed in any number of counterparts each of which, when taken
together, shall be deemed to constitute one and the same instrument.

13.0[11.0] MISCELLANEOUS

Each Party shall be responsible for its respective legal and other related costs incurred in
relation to the preparation of this Agreement.

14.0[12.0] ENTIRE AGREEMENT

This Agreement shall constitute the entire agreement between the Parties with respect to its
subject matter, and all prior contracts, proposals, representations, negotiations and
understandings, either orally or in writing, are hereby superseded.

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IN WITNESS WHEREOF the parties hereto have hereunto set their hands the day and year
first above written.

Cost-incurring entity

Signed by )
Naa Opoku-Agyeman )
for and on behalf of )
Yinson Production West Africa Limited ) __________________________

Cost-reimbursing entity 1

Signed by )
Judith Okonta )
for and on behalf of )
Yinson Operations and Production West Africa Limited ) __________________________

Cost-reimbursing entity 2

Signed by )
Jose Menano Cruz-Ferreira )
for and on behalf of )
Yinson Azalea Operacoes Angola Prestacao de Servicos, Lda) __________________________

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ANNEX 1

1. Cost-sharing Schedule

Company Jurisdiction Share of payroll costs


Yinson Production West Africa Limited Ghana 50 per cent
Yinson Operations and Production West Nigeria 25 per cent
Africa Limited
Yinson Azalea Operacoes Angola Prestacao Angola 25 per cent
de Servicos (SU), Lda

2. The schedule indicates the current cost-sharing percentages for the payroll costs of the Africa
Tax Manager. Any changes to the percentages are subject to Clause 9 of the Agreement.

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ANNEX 2

(Job Description of Africa Tax Manager)

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