Part II

UltraShip Aps – Ship management Areement

(ii) All interest earned less any charges on the working fund shall 11.3 Indemnity- Except to the extent and solely for the amount
be for the account of the Owners. therein set out that the Managers would be liable under sub-
(iii) If the Owners have more than one Vessel under a clause 11.2 the Owners hereby undertake to keep the
management agreement with the Manager the Owners Managers and their employees, agents and sub-contractors
herewith agree that the working fund placed with the indemnified and to hold them harmless against all actions,
Manager for each individual vessel amounting to US$75,000 proceeding, claims, demands or liabilities whatsoever or
per vessel may be used by the manager wholly or partly for howsoever arising which may be brought against them or
each one or all vessels under management with the incurred or suffered by them arising out of or in connection
Managers. with the performance of the Agreement, and against respect
The owners agree to maintain the said working funds in of all costs, losses, damage and expenses (including legal cost
accordance with the Cash Position Statement issued by the and expenses on a full indemnity basis) which the Managers
Managers such that at any time the said working funds will may suffer or incur (either directly or indirectly) in the course
cover the commitment made on behalf of the Owners. Funds of the performance of this Agreement.
will be assigned on a vessel specified by the Managers 11.4 “Himalaya” – It is hereby expressly agreed that no employee
payable in preferred month. Appendix if not less than a or agent of the Managers (including ever sub-contractors
minimum of US$75,000 for each vessel. from time to time employed by the Managers) shall in any
circumstances whatsoever be under any liability whatsoever
10. Managers’ Right to Sub-Contract to the Owners for any loss, damage or delay of whatsoever
The managers shall not-have the right to sub-contract any of kind of arising or resulting directly or indirectly from act,
the obligation hereunder without prior written consent of the neglect or default on his part while actin in the course of or in
Owners which shall not be unreasonably withheld. In the connection with his employment and, without prejudice to
event of such a sub-contract the managers Shall remain fully the generality of the foregoing provisions in the Clauses 11,
liable for the due performance of their obligation under this every exemption, limitation, condition and liberty here in
Agreement. contained and every right, exemption from liability, defense
in immunity of whatsoever nature applicable to the Managers
11. Responsibilities or to which the Managers are entitled hereunder shall be
11.1 Force Majeure- Neither party shall be liable for any loss, damage available and shall extend to protect every such employee or
or delay due to any of the following force majeure event agent of the Managers acting as aforesaid and for the
and/or conditions to the extent the party invoking force purpose of all the foregoing provisions of this Clause 11 the
majeure is prevented or hindered from performing any of all managers are or shall be deemed to be acting as agent or
of their obligation under this Agreement, provided the have trustee on behalf of and for the benefit of all person who are
made all reasonable effort to avoid, minimize or prevent the or might be their servants or agents from time to time
effect of such events and/or conditions. including sub-contractors as foresaid and all such persons
(i) Acts of GOD. shall to this extent be or be deemed too be parties to this
(ii) Any Government requisition, control, intervention, agreement.
requirement or interference; 12. General Administration
(iii) any circumstances arising out f war, threatened act of war 12.1 The Managers shall keep the owners informed in a timely
or warlike operations, Acts of terrorism, sabotage or piracy , manner of any incident of which the Managers become aware
or the consequences thereof. which gives or may give rise to delay to the vessel or claims or
(iv) Riot, civil commotion, blockades or embargoes. disputed involving third parties.
(v) Epidemics. 12.2 The managers shall, on behalf of the Owners, handle and
(vi) Earthquakes, landslide, floods or other extraordinary settle all claims and disputes with third parties arising out of
weather conditions; the Management Services hereunder.
(vii) strikes, lockouts or other industrial action, unless limited 12.3 The Managers shall, as instructed by the Owners, bring or
to the employees (which shall not include the Crew) of the defend actions, suits or proceeding in connection with
party seeking to invoke for Majeure. matters entrusted to the managers according to this
(vii) fire, accidents, explosions except where caused by agreement, on terms to be agreed.
negligence of the party seeking to invoke force majeure; 12.4 The managers shall also have power to obtain legal or
(ix) any other similar cause beyond reasonable control of technical or other outside expert advice in relation to the
either party. handling and settlement of claims and disputes or all other
11.2 Liability to Owners - Without prejudice to sub-clause 11.1 the matters affecting the interest of the Owners in respect of the
managers shall be under no liability whatsoever to the Vessel after owners acceptance and approval, which will not
Owners for any loss, damage, delay, or expenses of be unreasonable withheld.
whatsoever nature, whether direct or indirect, (including but 12.5 On giving reasonable notice, the Owners may request, and the
not limited to loss of profit arising out of or in connection Managers shall make available all documentation and records
with detention of or delay to the vessel) and howsoever in respect of the matters covered by this agreement either
arising in the course of performance of the management related to statutory rules or regulations or other Obligations
service UNLESS same is proved to have resulted solely from (including but not limited to the ISM Code and ISPS code) or
the negligence, gross negligence or willful default of the to bring or defend claims against or by the ship security plan
Managers or their employees, or agents or sub-contractors and/or by the ISPS code.
employed by them in connection with the vessel, in which 12.6 The Owners shall arrange for the provision of any necessary
case (save where loss, damage, delay or expenses would guarantee bond or other security for US trade only.
probably result) the Managers’ Liability for each incident or 12.7 Any cost reasonable incurred by the Managers in carrying out
series of incidents giving rise to claim or claims shall never their obligation according to this Clause 12 shall be
exceed a total of ten (10) times the annual management fee reimbursed by the Owners.
payable hereunder. 13. Account
The Managers shall at all times Maintain and keep true and
correct account and shall make the same available for
inspection by the Owners at such times as may be mutually