Intcgratcd MI'SA fot Mincral Resen'ation Rc\iscd lENT llNERAL PRODUCT10N SHARING AGREE.膡 蝗 -98_ xIII (3:.1~k ) 10芤 IPSA NO腂 腛 M. FE MRS. Presiden! LIGTAS, as authoiized by its Board under Annex "A" which forms an integral part hereof. WITNESSETH: -WHEREAS,thelgSTConstitutionoftheRepublic"{th:-Philippines(the r .rv "constitution") provides in Article XII, Section 2 that all lands of the public domain, ;;;i*rir, coal, peroleum, and other natural resources are owned by the State and that the explo;ion, development and utilization shall be under the full control and supervision of the State; WHEREAS,theConstitutionfurtherprovidesthatthestatemaydirectlyundertakesuch activities, or it may enter into a Co-Production, Joint Venture, or. Mineral Production Sharing Agreem"ri *itt Filipino citizens, or cooperatives, partnerships, corporations or associations afieast sixty pei centum of whose capitalization is owned by such citizens; WHEREAS,pursuanttoRepublicActNo.Tg42,otherwiseknownas^..ThePhilippine Mining Act ;i fS95': which took effect on 09 April 1995,, the Secretary of the DepartmentofEnvironmentandNaturalResourcesisauthorizedtoentelintoMineral production sh;; Agr;rents in furtherance oT the objectives of the Government and the Constitution ii uifrt"r the national economy through sustainable and systematic development and utilization of mineral lands; '* 韖 顚 Rcvised tntegalql MPSA for Mincral Rcservation WHEREAS, the government desires to avail itself of the financial resources, technical competence and skill which Contractor is capable of applying to the mining operations of the project contemplated herein; WHEREAS the development and utilization for commercial purposes of certain NICKEL DEPOSIT and other minerals existing in the Contract Area (as hereinafter defined ) and any other Minerals which may be discovered in such Contract Area; WHEREAS, the Contractor has, or has access to all the financing, technical competence, technology and environmental management skills required to promptly and effectively carry out the objectives of this Agreement. NOW, TFIEREFORE, for and in consideration of the premises, the mutual covenants, terms and conditions hereinafter set forth, it is hereby stipulated and agteed as follows: SECTION I SCOPE 1.1 This Agreement is a Mineral Production Sharing Agreement entered into pusuant to the provisions of the Act (R.A No. 7942) and its Revised Implementing Rules and Regulations. The primary purpose of this Agreement is to provide for the exploration, sustainable development and commercial utilization ol NICKEL and other mineral deposits existing within the Contract Area, with all necessary services, technology and financing to be furnished or ananged for by the Contractor in accordance with the provisions ofthis Agreement. The Contractor shall not, by virtue of this Agreement, acquire any title over the contract/mining area without prejudice to the acquisition by the Contractor of the land/surface rights through any mode ofacquisition provided for by law. 1.2 The Contractor shall undertake and execute, for and on behalf of the Government, sustainable mining operations in accordance with the provisions ofthis Agreement, and is hereby constituted and appointed, for the purpose of this Agreement, as the exclusive entity to conduct mining operations in the Contract Area. 1.3 The Contractor shall assume all the exploration risk such that if no minerals in commercial quantity are developed and produced, it will not be entitled lor reimbursement. value of production and sale 14Agreement, the total During the term of this of minerals derived from the mining operations contemplated herein shall be accounted for and divided between the Government and the Contractor in accordance with Section MII hereof Reuscxl Integrated MPSA for Mineral Reservation SECTION II DEFINITIONS As used in this Agreement, the following words and terms , whether singular or plural, shall have the following respective meaning : 2.1 "The Act" refers to R.A. No. 7942, otherwise known as the "Philippine Mining Act of 1995" 2.2 Agreement means this Mineral Production Sharing Agreement 2.3 Associated Minerals mean other ores/minerals which occur together with the principal ore/ mineral. 2.4 Baneko Sentral means Bangko Sentral ng Pilipinas. 2.5 Budqet means an estimate of expenditures to be made by Contractor in 膥 contemplated hereunder to accomplish the Work mining operations Program for each particular period. 2.6 Calendar Year or Year means a period of twelve (12) consecutive months starting with the first day of January and ending on December 31, while "Calendar Quarter" means a period of three consecutive months with the first calendar quarter starting with the first day of January. 2.7 Commercial Production means the production of sufficient quantity of minerals to sustain economic viability of mining operations reckoned from the date of commercial operation as declared by the Contractor or as stated in the feasibility study, whichever comes first. 2.8 Constitution or Philippine Constitution means the 1987 Constitution of V the Republic of the Philippines adopted by the Constitutional Convention of 1986 on October 15, 1986 and ratified by the People of the Republic of the Philippines on February 2,1987. 2.9 Contract Area means the area onshore or offshore delineated under the Mineral Production Sharing Agreement subject to the relinquishment obligations of the Contractor and properly defined by latitude and longitude. 2.10 Contract Year means a period of twelve (12) consecutive months counted from the Effective Date of this Agreement or from the anniversary of such Effective Date. 2.II CONITACtOT MEANS CLAVER MINERAL DEVELOPMENT CORPORATION or its assignee or assignees of interest, under this Agteement provided the assignment of any of such interest is Rc|rscd Integratcd MPSA for Mineral ltcscnation accomplished pursuant to the provision of the Implementing Rules and Regulations (DAO 96-40). 2.12 Declaration of Mining FeasibiliW means a document proclaiming the presence of minerals in a specific site that are recoverable by socially acceptable, environmentally safe and economically sound methods specified in the Mine Development Plan. 2.13 Deoartment or DENR means the Department of Environment and Natural Resources. 2.14 Director means the Director of Mines and Geosciences Bureau. 2.15 Effective Date means the date of execution of this Agreement by the Contractor and by the DENR Secretary in behalf of the Govemment. ln cases, wherein an Exploration Permit/Temporary Exploration Permit is issued, the effective date ofthis Agreement shall be the date ofissuance of the Exploration Permit/Temporary Exploration Permit. 菋 physical, 2.16 Environment means all facets of man's surroundings: ecological, aesthetic, cultural, economic, historic, institutional, and social. 2.17 Exploration means searching or prospecting for mineral resources by geological, geophysical, geochemical surveys, remote sensing, test pitting, trenching, drilling, shaft sinking, tunneling, or any other means for the purpose of determining the existence, extent, quality, and quantity of mineral resources and the feasibility of mining them for profit. 2.18 Exploration Period shall mean the time period from the effective date of this Agreement which shall be for two (2) years, renewable for like periods but not to exceed a total term of six (6) years: Provided, That the Contractor has complied with all the requirements of the Revised V Implementing Rules and Regulations. 2.19 Force Maieure means acts or circumstances beyond the reasonable control of Contractor including but not limited to, war, rebellion, insurrection, riots, civil disturbances, blockade, sabotage, embargo, strike, and lockout, any dispute with surface owners and other labor disputes, epidemics, earthquake, storm, flood, or other adverse weather conditions, explosion, fire, adverse action by the govemment, or by any of its instrumentality or subdivision thereof, Act of God or any public enemy and any cause as herein described over which the affected party has no reasonable control. 2.20 Foreisn Exchanqe means any currency other than the currency of the Republic of the Philippines acceptable to the Govemment and the Contractor. 2.21 Govemment means the Govemment of the Republic of the Philippines or any of its agencies and instrumentalities. 4 Ilcuscd Intcsratcd MPSA for Minc:ral Rcscflatrcn 2.22 Gross Output means the actual market value of the minerals or mineral products from each mine or mineral land operated as a separate entity, without any deduction for mining, processing, refining, transporting, handling, marketing, or any other expenses: Provided, That if the minerals or mineral products are sold or consigned abroad by the Contractor under C.l.F. terms, the actual cost of ocean freight and insurance shall be deducted: Provided further, That in the case of mineral concentrates which are not traded in commodity exchanges in the Philippines or abroad such as copper concentrate, the actual market value shall be the world price quotation of the refined mineral products contained thereof prevailing in the said commodity exchanges, after deducting the smelting ,refining, treatment, insurance, transportation and other charges incurred in the process of converting mineral concentrates into refined metal traded in those commodity exchanges. 2.23 Mine Development refers to work undertaken to prepare an ore body or a mineral deposit for mining, including the construction of necessary infrastructure and related facilities. 腝 in 2.24 Minerals mean all natually occuring inorganic substances solid, liquid, gas or any intermediate state excluding energy materials such as coal, petroleum, natural gas, radioactive materials and geothermal energy. 2.25 Mineral Products mean materials derived from mineral ores/rocks and prepared into marketable state by metallurgical processes which include beneficiation, cyanidation, leaching, smelting, calcination and other similar processes. 2.26 Mininq Area means that portion of the Contract Area identified by the Contractor as defined and delineated in a Survey Plan duly approved by the Director/Concemed Regional Offices for purposes of development and/or utilization and sites for support facilities. V 2.27 Mining Operations means mining activities involving exploration, feasibility study, environmental impact assessment, development, utilization, mineral processing, and mine rehabilitation. 2.28 Notice means notice in writing, or by telex or by telecopy (authenticated by answer back or confirmation received) addressed or sent as provided in Section 16.2 of this Agreement. 2.29 Ore means naturally occurring substance or material from which a mineral or element can be mined and/or processed for profit. 2.30 Pollution means any alteration ofthe physical, chemiqql and/or biological properties ofany water, air and/or land resources of tlqPhilippines, or any discharge thereto of any liquid, gaseous or solid qastes or any production of unnecessary noise or any emission of objectiqnable odor, as will or is likely to create or render such water, air, and land resowces harmful, detrimental or injurious to public health, safety or welfare or which will fqler*Ed MPSA frr Mtqal RE.vaim R6,i&rd adversely affect their utilization for domestig commercial, industriat agdculffal, recreational or other legitimare purposes. 2.31 Secrear-v means the Secretary of the Department of Enviromtrent and Natural Resources, 2.32 Stale means the Republic of the Philippines. 2.33 Work Program means a document which presents the plan of major mining operalions and the corresponding expenditures of th€ Cootractor in its Contract Area during a given period of timg incfuding the plan and expenditures for development of host and neighboring communities ard of Iocal geoscience and mineral technology, as submitted and approved in accordance with the Revised Implernentiog Rules and Regulations. SECTION Itr TERM OX'AGREEMENT This Agreement shall have a term of twenty-five (25) years from e,ffective date, and may be renewed thereafter for another t€rm not exc€eding twedy five (25) years. The renewal of this Agreement, as well as the changes in the terms and conditions shall be upon mutual consent by the parties. In the event the Government decides to allow mining operations thereafter by other Contractor, this must be tlrough competitive public bidding. After due publication of notice, the Cofltractor shall have the right to equal th€ high*t bid upon reimbursernert of all reasonable expenses of the highest bidder. SECT10N IV CONTRACT AREA Si遫 趆 Revk{ kt€ried MPSA fu MiErl REeri'lrim 125膋53'00''_00 9膋29'31"00 3-4 9?29'21''_00125腂53'17'00 4腝5 '00 125膋53'31"_00 9膋29'3菐 5-6 53'31"_00 9膋29'37'膇125膋 6腝7 '_00 125膋53"52"00 9膋29'荏 7-8 12505荃膎OP'_00 9,29'3CP'00 9 8腝 腝 9膋29'30''_00125腂53'45".00 9 10 125053'45''_00 9膋29'15''00 10-11 54'O菐 9膋125膋'_(葟 29'15''00 11-12 y,_00 y,_00 125膋54'莿 9腅29'莿 12-13 '00 '_00 125膋53'3菐 9膋29'O莿 13-14 '_00 '_膇 9腂28'3莿125053'3莿 14-15 54'42"_50 9膋 29'37'_00 125膋 P鍣蝕1腝2 銪 '_膇 54'3菐 9膋29'53"_00 125膋 3 2腝 '_00 54'5菆 9膋29'37'_50 125膋 3腝4 V '.lXl 'CX1 125054'5芰 9膋29'3菐 4-5 NV 腣 EXPLORAHCDN PERIOD The Cont actor shall commeoc€ 51 Timetable for Explomion _ Exploration activities not later than three (3) mornhs after the Etrective Date for a period of two (2) years renewable for like periods but not to orceed a total term of six (6) years zubject to anrual review by the Director to evaluate comptance with tlle terms and conditions of this Ageem€nt ard the provision of the Act and its implemertig rules and regulatirons. A one-time non-reoewable Temporary Exploration Permit with a period not €xceeding one (l) year may be isued by the Directoq upon request of the applicant, when the mineral agreenreirt is recommended to the Sectetary for approval. Period of zuch Temporary Exploration Permit shall be inctuded as part of the oSA for Mineral Resl"Y\?tlon Re\issi commitments/strategies of the EPEP/AEPEP and availability of funds for th" p"rfo-un"" of ihe gpep/egPEP during the specific project phase' The MRF shall be deposited as Trust Fund in a government depository bank and shall be used for physical and social rehabilitation of areas ufi."t.a by mining activities and-for research on the social' technical and preventive aspects of rehabilitation; 10.8 The Contractor shall set-up mitigating measwes such as mine waste and mill tailings disposal systim, mine rehabilitation. or plan' water quality monitoringl etc. to mi;imize land degradation, air and water pollution' acid rock drainage and changes in hydrogeology; 10.9 The Contractor shall set-up an Environmental and Safety Offrce at its minesite manned by qualified personnel to plan, irnplement and monitor its apProved EPEP, 10.10 The Contractor shall be responsible in the monitoring ol environmental - in the contract Area and shall strictly comply *i"ty and health conditions Mines Administrative wittr att ttre rules and regulations embodied under Mine Order No. 51, Series oi tgst, otherwise known as the "Revised Safety Rules and Regulations", and 10.11 The Contractor shall be responsible for the submission of a final mine rehabilitation and/or decommissioning plans including its financial requirements and incorporating the details and-particulars set forth in the revised implementing rules and regulations of the Act' SECTION XI RIGIITS AI{D OBLIGATIONS OF THE PARTIES 11.1 Obligations of the Contractor: a) To exclusively conduct sustainable mining operations within -the Contract Area in accordance with the provisions of the Act and its revised implementing rules and regulations; b) To construct and operate any facilities specified under the Mineral Agreement or approved Work Program' c) To determine the exploration' mining and treatment process to be utilized in the mining oPerations; d) l'o extract, remove, use and dispose of any tailings as autlrorized by an aPProved Work Program; e) To secure all permits necessary or desirable for the purpose of mining oPerations; 腌 艏 lntcgratlt MPSA for Mineral Ressrvalion Reliscd To keep accurate technical records about the mining operations as well as financial and marketing accounts and make them available to Cor"-rn.n representatives authorized by the Director for the pu.por" of assessing the perlormance and compliance of the Contractor with the terms of this Agreement' Authorized representatives of other Government Agencies may also have access to such accounts in accordance with existing Laws' Rules and Regulations; the Bureau all the data and information gathered on the g)fumish To and records shall be Contract Area and that all the books of accounts open for insPection; hold the Covemment free and harmless from all claims and h)To accounts ofall kinds, as well as demands and actions arising out of the accidents or injuries to persons or properties caused by Mining Operations of the Contractor and indemnifu the Govemment for any or cost incurred by the Government by reason of any such "*p"nr", demands or actions; claims accounts, ln the development of the community, To recognize and respect the rights, customs and- traditions of indigeno-us tribal communities over their ancestral lands and to allocate royalty pa)T nent of not less than one percent (1%) of the value ofthe gross output; i.2) To coordinate with proper authorities in the.development of the mining community, as well as for those living in the host and neighi'oring communities through social infrastructure, livelihood p.o"gturt, lducation, water, electricity and medical services' iMhire tiaditional self-sustaining income and the community activities are identified to be present, the Contractor shall assist in the preservation and/or enhancement ofsuch activities; 1.3)Toallotannuallyaminimumofonepercent(1%)ofthedirectminingand milling costs necessary to implement the activities undertaken in the develoipment of the host and neighboring communities Expenses for community development maybe charged against the royalty payment of on" p"r."nt (l%);f the goss output intended for the indigenous cultural communitY; To give preference to Filipino citizens who have established i4) domicile in the host and neighboring communities in the hiring of personnel for its mining operations. If necessary skills and expertise are currently not available, the Contractor must immediately prepare and undertake a training and recruitment program at its expense; Crll Rcscr etion 覿 d MPSA for腒 scd llltCFa苉 Rc膜 j) In the development of Mining Technology and Geosciences: j.1) In the course of its operations' to produce geological' geophysical' geochemical and other types of maps and reports that are Ippropriate in scale and in format and substance which are consiitent with the intemationally accepted standards and practices. Such maps shall be made available to the scientific tommunity in the most convenient and cost effective forms' subject to the condition that the Contractor may delay release of saii information for a reasonable period ol time which shall not exceed tkee (3) Years; j.2) To systematically keep the data generated frorn the contract/mining area such as cores, assays and other related information, including economic and financial data and make them accessible to students, researchers and other persons responsible for developing mining, geoscience and processing tecirnology subject to the condition that the Contractor may delay release of data to the science and technology community within a reasonable period of time which shall not exceed three (3) years; and j 3) To transfer to the Govemment or local mining company the appropriate technology it may adapt in the exploration, development and commercial utilization of the minerals in the Contract Area' j.4) To allocate research and development budget for the advancement of mining technology and geosciences in coordination with Bureau, Research lnstitutions, Academe, etc' j.5) To replicate data, maps and reports cited in (i 1) and ('2) and fumish the Bureau for archiving and systematic safekeeping which shall be made available to the science and technology community 臍 for conducting research and undertaking other activities which contribute to the development of mining, geoscience and processing technology and the corresponding national pool of manpower talents: provided, however, that the release of data, mapi and the like shall be similarly constrained in accordance with (.1) and [.2) above. k) To incorporate in the mine project feasibility study the planned expenditures necessary to implement plans and programs set forth in this Agreement; and l) To pay all other taxes and fees mandated by existing laws, rules and regulations. 11.2 Rights of the Contractor The Contractor shall have the right: Revi!€d ltrlgcEd MPSA frr l'{irrd Rscrvaim a) To conduct mhing operations within the confines of its Contract/ Mning Area in accordance with the terrns and conditions hereof and that it shall not int€rfere with the rights of other ContractorV Lessees/OperatorVPerrnittees ; b) Of possession of the Contract Area, with fufl right of ingress and egress and the .ight to occupy ttre sarng srbjecr to srrhcc and easement rights.; c) To use and have access to all declassified geological, geophysical, drilling, production and other data relevant to the mining operations; d) To sell, assigr, transfer, cotrv€y or otherwise dispose of all its rights, interests and obhgations under the Agreemenr subject to the approval of the Government; e) To employ or bring into the Philippines foreign teclmical and specialized personnel, including the immediate mernbers of their families, as maybe required in the operations of the Contractor, subject to applicable laws and regulations: provided, that if the ernployment comection of such foreign persons with the Contractor 菕 c€ases, the applicable laws and regulations on immigration shall apply to them. Everytime foreign teclmologies are utilized and where alien executives are employed, an effective program of training undersh.rdies sball be undertaken. Such alien employment shall be limited to technologies requiring highly specialized training and experience subject to the required approval under existing lawg nrles and regulations; 0 To enjoy easemenr rights and use of timber, water arld other natural resourc€s in t}te Contract Area subject to p€rtinent laws, n:les and regulations and the rights ofthird parties; g) Of repatriation of capilal and rendttanc€ of profits, dividends and interest on loans5 subjec, to existing laws and Bangko Sentral rules and regulations; and h) To import when necessary all equipment, spare parts and raw materials required in the operations in accordance with existing laws aad regrrlations. 11.3 Obligations of the Governrnent The Govemment shall: a) Ensure that the Contractor has the Goverrrnent's firll cooperation in the exercise of tie rights granted to it under this fureement; b) Use its best efforts to ensre the timely issuance of necessary permits and similar authorizing documents for use of surhce of the Cortract Area; and c) To cooperate if Conlractor seeks to obtain financing contemplated herein from banks or other financial institutions provided that srch 1, Rcvisul Intcgratul MPSA for Mincral Rcscnation financing arrangements will in no event reduce Contractor's obligation on Government rights hereunder. SECTION XII ASSETS AND EQUIPMENT 12.1 Contractor shall acquire for the Mining Operations only such assets that are reasonably estimated to be required in carrying out such Mining Operations. 12.2 All materials, equipment, plant and other installations erected or placed on the Contract Area of a movable nature by the Contractor shall remain the property of the Contractor and shall have the right to remove and re-export such materials and equipment, plant and other installations from the Philippines, subject to existing rules and regulations. In case of cessation of Mining Operations on public lands occasioned by its voluntary abandonment or withdrawal, the Contractor shall have a period of one (1) year from the time of cessation within which to remove its improvements; otherwise, all social infrastructures and facilities shall be turned over or donated tax free to the proper government authorities, national or local, to ensure that said infrastructures and facilities are continuously maintained and utilized by the host and neighboring communities. SECTION XIII EMPLOYMENT AND TRAINING OF PHILIPPINE PERSONNEL 13.1 The Contractor agrees to employ, to the extent possible, qualified Filipino V personnel in all types of mining operations for which they are qualified; and after Commercial Production commences shall; in consultation and with consent of the Government, prepare and undertake an extensive training programme suitable to Filipino nationals in all levels of employment. The objective of said programme shall be to reach within the time table set forth below the following targets of "Filipinization". Clerical Professional Managcinent Unskilled Skilled Year l 1000/0 1000/0100% 75% 75% 100% 80% 80% Year 3 1000/0 100% 100% 90% 90% Ycar 5 1000/0 100% 1000/0 950/0 95% Year 7 100% 100% 100% 95% 95% Ycar 10 100% 100% 100% 95% 95% Year 15 100% 100% 13.2 Cost and expenses of training such Filipino personnel and the Contractor's own employees shall be included in the Operating Expenses. 20 lnlcgmted MPSA for Mineml Rescrvalron Rcviscd 13.3 The Contractor shall not discriminate on the basis of gender and shall respect the right of women workers to participate in policy and decision- making processes affecting their rights and benefits. SECTION XIV ARBITRATION 14.1 The Government and the Contractor shall consult with each other in good faith and shall exhaust all available remedies to settle any and all disputes or disagreements arising out of or relating to the validity, interpretations, enforceability, or performance of this Agreement before resulting to arbitration as provided for in Section 14.2 below. 14.2 Any disagreement or dispute which can not be settled amicably within a period ofone (1) year from the time the issue was raised by a Party hall be seuled by a tribunal of three (3) arbitrators, one to be appointed by the Contractor, another to be appointed by the Govemment, and the third by the arbitrators so appointed who shall serve as Chairman. The first two appointed arbitrators shall continue to consider names of qualified persons until agreement on a mutually acceptable Chairman of the tribunal is needed. Such arbitration shall be initiated and conducted pursuant to Republic Act No. 876, otherwise known as the "Arbitration Act". In any event, the arbitration shall be conducted applying the substantive laws ofthe Republic ofthe Philippines. 14.3 Each party shall pay fifty per centum (50%) of the fees and expenses of the Arbitrators and the costs of arbitration. Each party shall pay its own costs and attomey's fee. SECTION XV SUSPENSION OR TERMINATION OF CONTRACT, TAX INCENTTI'ES AND CREDITS 15.1 This Contract may be suspended for failure of the Contractor: (a) to comply with any provision or requirement of the Philippine Mining Act of 1995 and/or its Revised tmplementing Rules and Regulations; (b) to pay taxes, fees and/or other charges demandable and due the Government' 15.2 This Agreement terminates or may be terminated for the following causes: (a) expiration of its term whether original or renewal; (b) withdrawal from the agreement by the Contractor; (c) violation by the Contractor of the Agreement's terms and conditions; (d) failure to pay taxes, fees/or charges or financial obligations for two(2) consecutive years; (e) false statement or omission of facts by the Contractor; and (f) any other cause or reason Rerised tntegratul MI'SA lor Mincral Itcscnation provided under the Act and its Implementing Rules and Regulations, or any other relevant laws and regulations. 15.3 All statements made in this Ageement shall be considered as conditions and essential parts hereof, and any falsehood in said statements or omission of facts which may alter, change or affect substantially the fact set forth in said statements shall be a gtound for its revocation and termination. 15.4 The Contractor may, by giving due notice at any time during the term of this Agreement, apply for its cancellation due to causes which, in the opinion of the Contractor, render continued mining operation no longer feasible or viable. In this case, the Secretary shall decide on the application within thirty (30) days from notice, provided that the Contractor has met all the financial, fiscal and legal obligations. 15.5 No delay or omissions or course of dealing by the Govemment shall impair any of its rights under this Agreement, except in the case of a written waiver. The Government's right to seek recourse and relief by all other means shall not be construed as a waiver ofany succeeding or other default unless the contrary intention is reduced in writing and signed by the party authorized to exercise the waiver. 15.6 In case of termination, the Contractor shall pay all the fees and other liabilities due up to the end olthe year in rvhich the termination becomes effective. The Contractor shall immediately carry out the restoration of the Contract Area in accordance with good mining industry practice. 15.7 The withdrawal by the Contractor from the Mineral agreement shall not release it from any and all financial, environmental, legal and fiscal obligations under this Agreement; 15.8 The following acts or omission, inter alia shall constitute breach of contract upon which the Govemment may exercise its right to terminate the contract: without valid reason to commence a)Failure of the Contractor Commercial Production within the period prescribed; and to conduct quarrying operations and other b)Failure ofthe Contractor activities in accordance with the approved Work Programs and/or any modification thereof as approved by the Secretary. 15.9 The Government may suspend and cancel tax incentives and credits if the Contractor fails to abide by the terms and conditions of said incentives and credits. Rclrscd Integrated MPSA for Mineral Resenation SECTION XVI OTHER PROVISIONS 16.1 Any terms and conditions resulting from repeal or amendment of any existing laws or regulation or from the enactment of a law, regulation or administrative order shall be considered a part of this agreement. 16.2 Notice All notices, demands and other communications required or permiued hereunder shall be made in writing or by telex or telecopy and shall be deemed to have been duly given in the case of telex or telecopy notice if answered back or confirmation received, or if delivered by hand upon receipt or ten days after being deposited in the mail, airmail postage prepaid and addressed as follows: If to the Government: Tur STcnETARY Department of Environment and Natural Resources DENR Building , Visayas Avenue Diliman, Quezon City If to the Contractor . CLAVER MINERAL DEVELOPMENT CORPORATION 2ND Floor LPL Mansion, Alfaro St., Makati City Either party may substitute or change such address on notice thereof to the other party 16.3 Goveming Law This Agreement and the relation between the parties hereto shall be governed by and construed in accordance with the laws of the Republic of the Philippines. The Contractor hereby agrees and obliges itself to comply with the provisions of the Act, its Implementing Rules and Regulations and other relevant laws and regulations. 16.4 Suspension of Obligation a) Any failure or delay on the part of any party in the performance of its obligation or duties hereunder shall be excused to the extent attributable to Force Majeure. b) If Mining Operations are delayed, curtailed or prevented by such Force Majeure causes , then the time for enjoying the rights and carrying out the 23 Itcviscd lntcgmtcd MI'SA for Min€ral llcscrvation obligations thereby affected, thc term oithis Agreement and all rights and obligations hereunder shall be extended for a period equal to the period involved. c) The party whose ability to perform its obligations shall promptly give Notice to the other in writing ofany such delay or failure of performance, the expected duration thereof, and its anticipated effect on the Party expected to perform and shall use its efforts to rernedy such delay, except that neither Party shall be under any obligation to settle a labor dispute. 16.5 Arnendments This Agreement shall not be annulled, amended or modified in any respect except by mutual consent in writing ofthc herein pa(ies. lN WITNBSS WHEREOF, the Parties hereto have executed this Ageement, as of the day and year first above written THE REPUBLIC OF THE PHILIPPINES BY: 4 Secretary Depttrtment of Dnvironment und Nalural Resources BY: V  r Prd&膍 Clavcr Mineral Devclopment Corporation SIGNED IN THE PRESENCE OF: c :\t'rofommvnpsa-irnr.doc 26-9{01-97 l:05: 5 7 l'ln 24 Revisod Intcgratcd MPSA for Mincral Rcsenation ACKNOWLEDGEMENT Republic ofthc Philippines) )SS Before me, a Notary Public for and in the City of personally appeared HON. VICTOR O. RAMOS, with Cornmunity Tax Certificate No. issued on at in his capacity as Secretary of Department of Environment and Natural Resources a1! /t!flt. ia h. /,'c,ttt,:, with Cornrnunity Tax Certificate No. -r'tL.t.i$ a issued onW y'*",n>' (-',/y , in his capacity ur of Uotn t * to me and to ,r.'knoffi-to - -, of be the same persons who executed the foregoing instrument consisting V -