Jump to Section
What is a Completion Agreement?
A completion agreement is a portion of the contract that indicates by what date the terms of the contract must be met in order for it to remain legally valid. In other words, the completion agreement sets an expiration date on the achievement of the goal set forth in the contract. When that date comes, the contract parties can choose to amend the contract to extend the date or allow the contract to become null and void. This process places a special emphasis on adhering to strict deadlines, which is helpful in time-sensitive projects.
Common Sections in Completion Agreements
Below is a list of common sections included in Completion Agreements. These sections are linked to the below sample agreement for you to explore.
Completion Agreement Sample
Exhibit 10.3
DATED: November 5, 2009 |
ENIGMA COMPLETION AGREEMENT
(1) CHARLESWORTH MARINE LIMITED
(2) GLOBAL MARINE SEARCH LIMITED
(3) OVH, INC
RELATING TO THE PROJECT ”ENIGMA”
This Agreement is made on the 5th day of November 2009
between:
(1) | Charlesworth Marine Limited (“Charlesworth”), a company incorporated in Guernsey with company number 47265, whose registered address is at Frenchay House, 31-33 Hauteville, St Peter Port, Guernsey GY1 1DJ; |
(2) | Global Marine Search Limited (“GMSL”), a company incorporated in England and Wales with company number 6629207, whose registered address is at New Saxon House, 1Winsford Way, Boreham Interchange, Chelmsford, Essex CM2 5PD; |
(3) | OVH Inc., (“OVH”), a company incorporated in the State of Nevada, USA, with company file number C22594-2002, whose registered address is 1555 E Flamingo Rd., #155, Las Vegas, NV 89119. |
Collectively, the Parties.
Whereas:
Charlesworth has or is about to enter into a contract (“the Search Contract”) with The Enigma Marine Search Partnership LLP (“TEMSP”), whereby Charlesworth agrees to provide certain marine services to TEMSP, including the services of GMSL to charter the search vessel and OVH to undertake the physical search for the wreck of the vessel, code-named Enigma;
I. | Payment Structure |
The Parties agree as follows:
(i) | Charlesworth has or is about to enter into a charter contract with GMSL (“Charter Contract 1”), whereby GMSL undertakes to provide the vessel Ocean Alert as a search vessel, fully equipped with the necessary equipment, including side scan sonar and crew to Charlesworth to enable Charlesworth to fullfil its obligations to TEMSP under the search contract. The amount payable by Charlesworth under the terms of this contract is £7,503,900. Such sum is payable as to: |
£809,850 on contract (“the Cash Sum”);
£647,880 on the earlier of the arrival of the vessel on site or 15 days after the contract date;
£161,970 on the earlier of the completion of the search, prior to return transit or 110 days after the contract date.
The balance of £5,884,200 shall be paid to GMSL by Charlesworth at the rate of 39.56% of the Net Proceeds, if any, of the sale or other realisation of the Enigma Cargo and from Artefacts, pari passu with payments made from Net Proceeds in accordance with the Agreement regarding the Sale of Research File relating to the Project “Enigma” executed in conjunction with this Agreement, until paid in full.
The Net Proceeds is the amount received from sales less payment for the actual recovery and subsequent storage, security, cleaning, cataloguing, other marketing and sale costs and other associated costs (the “Recovery Costs”), less an additional 2.5% paid to GMSL and project administration fees. The Recovery Costs will be recouped by the party that paid them from 100% of the first proceeds arising from the sale or other realisation of the Enigma Cargo and Artefacts.
(ii) | GMSL has or is about to enter into a charter contract with OVH (“Charter Contract 2”), for the provision of the vessel Ocean Alert, as a search vessel, fully equipped with the necessary equipment, including side scan sonar and crew to enable GMSL to provide this vessel under its charter agreement with Charlesworth, as described in (ii) above. Charter Contract 1 will be executed on the same day as Charter Contract 2. The price payable for this charter by GMSL to OVH is £7,503,900. Such sum is payable as to: |
The Cash Sum on contract
£647,880 on the earlier of the arrival of the vessel on site or 15 days after the contract date
£161,970 on the earlier of the completion of the search, prior to return transit or 110 days after the contract date.
The balance of £5,884,200 shall be paid to OVH at a rate of 39.56% of the Net Proceeds of the sale or other realisation of the Enigma Cargo and from Artefacts, pari passu with payments made to Odyssey Marine Exploration Inc in respect of outstanding payments due in respect of the sale by Odyssey Marine Exploration of the Enigma research file to Charlesworth in respect of the search for the Enigma wreck until paid in full. The Net Proceeds is the amount received from sales less payment for the actual recovery and subsequent storage, security, cleaning, cataloguing, other marketing and sale costs and other associated costs (the “Recovery Costs”) ”), less an additional 2.5% paid to GMSL and project administration fees. The Recovery Costs will be recouped by the party that paid them from 100% of the first proceeds arising from the sale or other realisation of the Enigma Cargo and Artefacts.
After payment in full of the amount stated above in this part (ii), OVH shall receive 35% of Net Proceeds of the sale or other realisation of the Enigma Cargo and from Artefacts for as long as there are proceeds from the Enigma project.
In order to facilitate settlement of the above payments, it is hereby agreed between the parties as follows:
(a) | In full and final satisfaction of all amounts due by GMSL to OVH under the Charter Contract 2 referred to in (ii) above, GMSL will pay the Cash Sum above (£809,850), and hereby assigns to OVH its right to receive the payments from Charlesworth set out in (i) above. |
(b) | Payment of the Cash Sum due by Charlesworth to GMSL and by GMSL to OVH shall be effected by a single payment by Charlesworth to OVH to the account, details of which are listed below. All parties accept that receipt of the Cash Sum by OVH, Inc. shall be deemed to satisfy the payments of the Cash Sum referred to in (a) above in full and final settlement as described therein. |
(c) | By virtue of a and b above, all the cash payments required in respect of the amounts due under Charter Contract 1 and Charter Contract 2 will be made as follows: |
Cash Sum – £809,850 on contract - payment by Charlesworth to OVH;
£647,880 on the earlier of the arrival of the vessel on site or 15 days after the contract date – payment by Charlesworth to OVH;
£161,970 on the earlier of the completion of the search, prior to return transit or 110 days after the contract date – payment by Charlesworth to OVH; and
Balance of £5,884,200 from proceeds of sale – payment by Charlesworth to OVH.
Balance of all further participation in the Enigma project – payment by Charlesworth to OVH.
All parties accept and agree that the payments as above will be in full and final satisfaction of all payments due under Charter Contract 1 and Charter Contract 2 by Charlesworth to GMSL and by GMSL to OVH.
OVH bank details to be furnished under separate cover.
II. | Successors and Assigns |
This Agreement shall be binding upon, and inure to the benefit of, the Parties hereto and their respective successors and assigns.
No Party may assign his/her interest under this Agreement to any third party, otherwise than as provided for in this Agreement without the prior written approval of all the other Parties.
Notwithstanding the foregoing, the Parties understand and acknowledge that OVH may assign its rights under the Uniform Time Charter Party and the Enigma Completion Agreement to Odyssey Marine Exploration, Inc. at any time by giving notice of such assignment to each of the Parties to this Agreement.
III. | Counterparts |
This Agreement may be executed in separate counterparts by the Parties, and each counterpart shall, when executed and delivered, be an original document, but all counterparts shall together constitute one and the same instrument.
IV. | Closing |
Closing of this Agreement shall be at the offices of the London solicitors of Charlesworth Marine Limited and shall become effective at such time as the Cash Sum due to OVH, Inc. is disbursed to OVH, Inc.
V. | Governing Law and Jurisdiction |
This Agreement will be governed and construed in accordance with English Law and each and of the Partners agrees that the courts of England are to have exclusive jurisdiction to settle any dispute which may arise in connection with the creation, validity, effect, interpretation or performance of, or the legal relationships established by, this agreement.
IN WITNESS whereof the Parties have caused this Agreement to be duly executed on the day and year first above written.
Signed by | ) | |||||
for and on behalf of | ) | |||||
Charlesworth Marine Limited | ) | /s/ N. Harris | ||||
N. Harris - Director | ||||||
Signed by | ) | |||||
for and on behalf of | ) | |||||
Global Marine Search Limited | ) | /s/ G. Ruhan | ||||
G. Ruhan - Director | ||||||
Signed by | ) | |||||
for and on behalf of | ) | |||||
OVH Inc. | ) | /s/ Mark Gordon | ||||
Mark Gordon - Director |
Reference:
Security Exchange Commission - Edgar Database, EX-10.3 4 dex103.htm ENIGMA COMPLETION AGREEMENT, Viewed September 20, 2022, View Source on SEC.
Who Helps With Completion Agreements?
Lawyers with backgrounds working on completion agreements work with clients to help. Do you need help with a completion agreement?
Post a project in ContractsCounsel's marketplace to get free bids from lawyers to draft, review, or negotiate completion agreements. All lawyers are vetted by our team and peer reviewed by our customers for you to explore before hiring.
Meet some of our Completion Agreement Lawyers
Mark D.
Partnering with business clients to keep their greatest asset - their employees - from becoming their biggest liability. Mark accomplishes this by working with in-house counsel and human resource professionals of several Fortune 50 companies, as well as many smaller public and privately held profit and not for profit organizations, to provide advice and counsel on the day to day employment and workforce practice issues encountered by those organizations. For over fifteen years Mark has been Board Certified in Labor and Employment Law by the Texas Board of Legal Specialization. He is licensed and practices in both Texas and Colorado and has focused his practice for the last 20 plus years on defending companies in employment and labor related matters. During this time Mark has had extensive experience in handling and responding to a wide range of local, state and federal employment issues that impact the management and operations of businesses in a wide range of industries. Mark's experience includes appearances before state and federal agencies and regulatory boards, litigation in both state and federal courts, defense of class actions and appearances before courts of appeal. While Mark regularly handles matters in litigation, he has a high regard for handling every issue with the best interest of the client’s business. Mark is a published author and regular speaks on labor, employment and workplace practice topics. Whether it be an investigation by the Occupational Safety and Health Administration (OSHA), the Wage & Hour division of the U.S. Department of Labor, or other state agency; an Equal Employment Opportunity Commission (EEOC) or state agency charge claiming a violation of local, state or federal employment or labor laws; or the need for direction on a hiring, termination or business operational issue involving employees, Mark has extensive experience in handling these and many other employment and labor issues.
Rebecca R.
An experienced commercial contracts attorney with sales, leasing, NDA, SEC compliance, corporate governance, commercial real estate, and employment experience. Also well versed in internal and external policy document and manual creation.
Gregory F.
Greg Fidlon has been practicing exclusively in employment law since 1998. He represents and advises clients in all aspects of the employment relationship. In addition to his litigation work, Greg regularly negotiates and drafts corporate policy handbooks, employment contracts, separation agreements and restrictive covenants. He also develops and presents training programs and has spoken and written extensively on labor and employment law topics.
Sunnita B.
Experienced sports and entertainment attorney. I specialize in contracts, business formation, licensing, wage disputes, negotiations, and intellectual property.
March 23, 2022
Joann H.
I practiced law for the past 22 years in Immigration, Bankruptcy, Foreclosure, Civil Litigation, and Estate Planning. I am interested in downsizing to a more workable schedule to allow the pursuit of other interests.
March 26, 2022
Pankaj R.
I advise clients in the areas of business, trademarks, real estate, employment, and finance. My overarching goals are to unite creative people and companies to assist them in making sound legal and business decisions. I have been fortunate enough to build a fast-growing, 21st-century law firm with an amazing staff by my side. Our focus is not just on providing invaluable legal insight but creating a better all-around client experience. We provide unique subscription pricing and flat-fee options for our clients, providing billing transparency and enhanced value to all of our wonderful clients. Focus areas: contract drafting, negotiations, research, trademarks international law, entertainment, business development, entity choice; business: manager, team builder, leader, motivator. Speaking Engagements: National Business Institute (NBI) - "Business Contracts 101"
March 26, 2022
Neilson B.
Hi, I am the founding member of Son of Brown Law Firm, based in Charlotte North Carolina. Our firm practices in the areas of Business Transactions, Cannabis/Hemp, Personal Injury and Immigration Law.
Find the best lawyer for your project
Browse Lawyers NowHow It Works
Business lawyers by top cities
- Austin Business Lawyers
- Boston Business Lawyers
- Chicago Business Lawyers
- Dallas Business Lawyers
- Denver Business Lawyers
- Houston Business Lawyers
- Los Angeles Business Lawyers
- New York Business Lawyers
- Phoenix Business Lawyers
- San Diego Business Lawyers
- Tampa Business Lawyers
Completion Agreement lawyers by city
- Austin Completion Agreement Lawyers
- Boston Completion Agreement Lawyers
- Chicago Completion Agreement Lawyers
- Dallas Completion Agreement Lawyers
- Denver Completion Agreement Lawyers
- Houston Completion Agreement Lawyers
- Los Angeles Completion Agreement Lawyers
- New York Completion Agreement Lawyers
- Phoenix Completion Agreement Lawyers
- San Diego Completion Agreement Lawyers
- Tampa Completion Agreement Lawyers
related contracts
- 93a Demand Letter
- A1 Visa
- A2 Visa
- Accounting Services Agreement
- Accounts Receivable Purchase Agreement
- Ad Agency Contract
- Adhesion Contract
- Advertising Services Agreement
- Agency Agreement
- Agency Contract
other helpful articles
- How much does it cost to draft a contract?
- Do Contract Lawyers Use Templates?
- How do Contract Lawyers charge?
- Business Contract Lawyers: How Can They Help?
- What to look for when hiring a lawyer
Quick, user friendly and one of the better ways I've come across to get ahold of lawyers willing to take new clients.
View Trustpilot ReviewContracts Counsel was incredibly helpful and easy to use. I submitted a project for a lawyer's help within a day I had received over 6 proposals from qualified lawyers. I submitted a bid that works best for my business and we went forward with the project.
View Trustpilot ReviewI never knew how difficult it was to obtain representation or a lawyer, and ContractsCounsel was EXACTLY the type of service I was hoping for when I was in a pinch. Working with their service was efficient, effective and made me feel in control. Thank you so much and should I ever need attorney services down the road, I'll certainly be a repeat customer.
View Trustpilot ReviewI got 5 bids within 24h of posting my project. I choose the person who provided the most detailed and relevant intro letter, highlighting their experience relevant to my project. I am very satisfied with the outcome and quality of the two agreements that were produced, they actually far exceed my expectations.
View Trustpilot Review