Schemteq Integrated Services Ltd.
RC803628
Office: Plot 33 Eagle Island Port Harcourt; No. 3A, (Block 111, Plot 21A), Daniyan Nathalia Street, Lekki Phase 1, Lagos
Tel: 08034071008. Email: Schemteq@[Link]; [Link]
THIS SERVICE AGREEMENT (Agreement) is made this 8th day of July, 2025
BETWEEN
Schemteq Integrated Service Ltd, a company duly registered in the Federal Republic of Nigeria
(hereinafter referred to as the “Company” which expression shall where the contextso admits include its
successor-in-title and assigns) of the first part;
AND
Patrick NWAFOR of No. 3 Gbalajam Estate by Seltex Road, Port Harcourt, Rivers State with
(Driver’s License/International Passport (please indicate) number _
(Hereinafterreferred to as the “Contractor” which expression shall where the context so admits include his
successor-in-title and assigns) of the other part.
The Company and Contractor may be referred to herein as such or singularly as a “Party” and collectively
as the “Parties”, respectively.
WHEREAS:
a. The Company is involved in providing competent contractors to provide efficient technical,
managerial and other services to its clients involved in the exploration, production, marketing and
transportation of petroleum allied and other products, in accordance with an agreement between the
Company and its Client. The Company engages suitable persons in the delivery of the Service.
b. The Contractor has offered himself as being capable of performing the duties and an obligation set
out in this Agreement and has accepted his engagement by the Company upon the terms and
conditions hereinafter set out.
c. The Contractor has accepted to perform Services as may be instructed by the Client’s designated as
Contractor Production Engineer.
d. The Parties hereby enter into the mutual agreed covenants set forth and confirm the sufficiency of
the consideration offered.
NOW THIS AGREEMENT WITNESSES AS FOLLOWS:
1. ENGAGEMENT
Subject to the approval of the Client (the entity to whom the Company shall provideits Service)
and the terms and conditions of this Agreement, the Company hereby engages the Contractor as
an independent contractor to perform the Services ( as detailed in Appendix 1) set forth herein
below as per this Agreement and the Contractor hereby accepts such engagement.
2. CONTRACTOR
2.1 During the Term of the Agreement, the Contractor is and shall remain an independent contractor
in his relationship to the Company. Except as expressly provided in this Agreement, it shall not be
deemed or construed to create any relationship of partnership or joint venture or to create the
relationships of employer/employee or principal/agent or otherwise create any liability whatsoever
between the Company and the Contractor or between the Contractor and the Client.
2.2 Nothing in this Agreement or in any other document shall create any direct contractual or other
relationship or obligations between the Contractor and the Client to whom Services may be
rendered to from time to time.
3. TERM/PLACE OF ASSIGNMENT
3.1 The engagement for the provision of Services created herein shall inure for the period commencing
from 4-Aug-25 to 31-Dec-25.
3.2 During the Term, the Services to be rendered by the Contractor to the Client shall be on a rotational
basis of 4wks x 2wks
PROVIDED that the structured rotational basis shall be flexible depending uponthe operational
requirements of the Client as may arise from time to time.
3.3 The Contractor shall perform the Services at the locations required by the Client or the Client’s
Affiliates as may be required/directed from time to time by the Company.
3.4 Affiliate means, in respect of the Client, any of its subsidiaries, its parent company, and any
subsidiaries of its parent company and any other company engaged in commercial relation with
the Client.
4. PAYMENTS
4.1 For performing the Services as engaged, the Company shall pay the Contractor a
consolidated Contract Fee as detailed in Appendix 2.
4.2 The Company shall make payment of the Contract Fee in arrears on a monthly basis.
4.3 All payments the Company shall make to the Contractor as compensation for Services rendered
herein shall be made through bank transfers and same shall be transferred to a bank account
designated by the Contractor.
5. TAXATION
5.1 The Company shall deduct the applicable tax as per Nigerian Tax Law on withholding tax for
contract on Contractor Services which is 5% (five per cent) of each monthly payment made by
the Company to the Contractor as compensation for Services rendered herein.
5.2 All taxes accrued to the Contractor are expected to be deducted by the Company for the
Consultancy Fee and any other charges and remitted to the right authorityin accordance with the
provisions of applicable laws.
6. CONTRACTOR’S DUTIES
6.1 The Contractor's duties and Services to be delivered or performed, during the Term of this
Agreement shall be as per the requirement of the Company from time to time, and may be amended
in writing from time to time, or supplemented with subsequent Services to be rendered by the
Contractor and agreed to by the Company, and which collectively are hereby incorporated by
reference.
6.2 The Contractor shall also carry out other lawful requests that may be issued by the Company or
the Client from time to time, during the Term of this Agreement.
6.3 In order to assist the Contractor in the performance of the Services herein, the Company shall
organize meetings, briefings, notifications with the Contractor and the representatives of the Client
from time to time to facilitate an understanding of the strategic goals and requirements of the
Client. The Contractor shall ensure that all requirements of the Company and/or the Client; and
any changes thereto shall be complied with at all times.
6.4 The job description shall be as instructed by the Company’s designated fieldrepresentative from
time to time.
7. MEDICAL EXAMINATION
7.1 The Contractor agrees that throughout the Term of this Agreement, he shall be willing to submit
himself to a thorough medical examination, as may be requested by the Company.
7.2 The Contractor shall be entitled to use the medical services as per the Company’s medical policy.
8. CONFIDENTIALITY AND NON-DISCLOSURE
8.1 The Contractor acknowledges that during the engagement herein created under this Agreement,
he will have access to and become acquainted with various trade secrets, inventions, innovations,
processes, information, records and specifications owned or licensed by the Company and/or the
Client; and/or used by the Company and/or the Client in connection with the operation of their
business including, without limitation, the Company's and/or Client’s business and product
processes, methods, customer lists, accounts and procedures.
8.2 The Contractor shall not disclose any Confidential Information of the Company and/or Client.
8.3 The Contractor agrees that he shall not disclose any of the aforesaid, directly or indirectly, or use
any of them in any manner, either during the term of this Agreement or at any time thereafter,
except as required in the course of thisengagement with the Company.
8.4 The Contractor agrees that all files, records, documents, blueprints, specifications, information,
letters, notes, media lists, original artwork/creative, notebooks, and similar items relating to the
business of the Company and/or the Client, whether prepared by the Contractor or otherwise
coming into his possession, shall remain the exclusive property of the Company and/or the Client.
8.5 The Contractor shall not retain any copies of the foregoing without the Company's and/or the
Client’s prior written permission.
8.6 Upon the expiration or earlier termination of this Agreement, or whenever requested by the
Company and/or the Client, the Contractor shall immediately deliver to the Company and/or the
Client, all such files, records, documents, specifications, information, and other items in his
possession or under his control.
8.7 The Contractor further agrees that he shall not disclose his retention as an independent contractor
or the terms of this Agreement to any person without the prior written consent of the Company and
shall at all times preserve the confidential nature of his relationship to the Company and of the
Services hereunder.
9. CONFLICTS OF INTEREST AND NON-COMPETE
9.1 The Contractor represents that he is free to enter into this Agreement and that the terms of this
Agreement do not violate the terms of any agreement between the Contractor and any third party.
9.2 The Contractor, in rendering the Services under this Agreement, shall not utilize any invention,
discovery, development, improvement, innovation, or trade secret in which he does not have a
proprietary interest.
9.3 During the term of this Agreement, the Contractor shall devote as much of his productive time,
energy and abilities to the performance of the Services hereunder as is necessary to perform the
required Services in a timely and productive manner.
9.4 During the term of this Agreement, the Contractor shall devote his time and attention to the
Services for which the Company has engaged the Contractor and use his best endeavors to promote
the interest and welfare of the Company and/or the Client.
9.5 During the Term of this Agreement, the Contractor shall not enter into any activity, employment,
or business arrangement which conflicts with the interest, business or operations of the
Company/the Company’s clients or the Contractor’s obligations under this Agreement. In view of
the work of the Contractor, the Company will have the option to terminate this Agreement at any
time if, in its sole judgment, a conflict of interest exists or is imminent. The Contractor shall advise
the Company of its position with respect to any activity or arrangement being contemplated which
may be relevant to this clause. For this purpose, the Contractor shall disclose any such plans to the
Company prior to implementation.
10. NON-SOLICITATION
The Contractor hereby agrees that he shall not during the Term of this Agreementor for a period
of one year after its termination for any reason whatsoever, interfere or seek to interfere in any
contract between the Company or the Client and its Affiliate or Group Company and a third party;
and/or solicit or seek to solicit any person, firm or company to terminate or alter contractual
relationship with the Company, the Client or its Affiliate; and/or discourage any person, firm or
companyfrom entering into contractual relationship with the Company, the Client or its Affiliate.
11. PROVISION OF PERSONNEL PROTECTIVE EQUIPMENTS (PPE)
11.1 The Company shall provide PPE as per the job requirement in rendering theServices herein. The
Contractor shall be responsible for due compliance with all safety measures and the Company
and/or the Client shall not be liable for any injuries for non-compliance of safety measure by the
Contractor. Loss of any PPE(s) item by the Contractor shall be borne by the Contractor and the
cost of the PPE shall be deducted from the compensation due to the Contractor.
11.2 The Contractor shall not proceed on off-days or leave the location of his duty with his PPE(s).
Where a Contractor fails to comply with this policy/instruction; the value of the PPE will be
deducted from his compensation.
11.3 The Company shall also make available to the Contractor; any additional safety wears (gears) as
may be required to complete specific duties.
12. INTELLECTUAL PROPERTY/INVENTIONS
12.1 The Company shall and for the benefit of the Client hold any and all rights to all materials prepared
or developed by the Contractor (hereinafter referred to as “Intellectual Property”) or which come
into its possession during the Term. All Intellectual Property shall be surrendered by the Contractor
to the Company for the benefit of the Client on demand and in any event on the termination of
this Agreement howsoever such occurs, and the Contractor shall not retain any copies thereof or
extracts therefrom.
12.2 The Company shall and for the benefit of the Client hold any and all Inventions, conceived by the
Contractor during the Term in relation to its Services under this Agreement and such Inventions
shall be the property of the Company. The Contractor hereby assigns all right, title, and interest in
the Inventions to theCompany to hold for the benefit of the Client.
12.3 The Contractor irrevocably appoints the Company to be his attorney to execute and do any such
instrument or thing and generally to use his name for the purpose of giving the Company or its
nominee the benefit of this clause 12. The Contractor acknowledges in favour of a third party that
a certificate in writing signed by the Company that any instrument or act falls within the authority
conferred by this clause 12 shall be conclusive evidence that such is the case.
13. INDEMNITY
The Contractor shall indemnify and keep the Company and its Client indemnified against any
liability, loss, claim or proceedings whatsoever whether arising by common law or by statute in
respect of or in the course of or caused by the execution of the Services or arising from this the
performance of this Agreement unless due to any act of gross negligence of the Company or for
any person for whom the Company is directly responsible, and the Contractor shall also indemnify
and keep the Company and its clients indemnified against all actions, claims and demands
whatsoever to any third party arising out of or occasioned by the negligent, imperfect or improper
performance of the Services or misconduct by the Contractor.
14. TERMINATION
14.1 This Agreement shall become terminated upon the expiration of the Term created herein.
Termination without cause
14.2 Either of the parties may elect to terminate this Agreement by giving the other partynot less than
one (1) month written notice. Upon such termination, the Contractor shall take all measures to
facilitate a seamless handover of the Contractor’s responsibilities to any persons authorized by the
Company or the Client.
Termination with cause
14.3 The Company may terminate this Agreement and the engagement of the Contractor immediately
without prior written notice to the Contractor IF:
14.3.1 The Contractor is arrested for or charged with or convicted of any crime or offense, or
charged with any criminal activity or offence which in the opinion of the Company and/or
the Client, affects the Contractor’s Services in terms of this Agreement;
14.3.2 The Contractor fails or refuses to comply with the written policies orreasonable directive of
the Company and/or the Client, or if the Contractor fails to carry out any of the Services
hereunder in a fit and proper manneras determined by the Company;
14.3.3 The Contractor is guilty of misconduct in connection with performance of the Services
hereunder, or commits any breach of the provisions of this Agreement.
14.3.4 The Contractor engages himself in the use of alcohol and hard drugs or exhibits an act of
sexual harassment on others, who are either in the employment of the Company or Client
or are engaged by the Company or the Client to render one service or the other or to any
third party present at the site.
14.3.5 The Contractor indulges in misconduct which includes but not limited to thefollowing: -
a. Failure to report to the location wherein he is rendering Services for the Company
pursuant to this Agreement without informing the Company or the Client, and/or
excessive absence for three (3) days or morewithout the agreement of the Company or
the Client. .
b. Theft of Company's or the Client’s property or those of a third party, disclosure of
confidential information to a third party as provided in clause 8 of this Agreement, act
of violence against any of the Company or client’s employee , other contractors and/or
clients of the Client , stoppage or slowdown of work or strike, verbal or physical threat
against superior or supervisor, possession or use of any arms, drugs or alcohol, sabotage
or any of Company or Client's property, smoking in prohibited areas.
PROVIDED that where the Company so terminates this Agreement as provided under Clause
14.3, the Company shall pay the Consultancy Fees due to the Contractor under this Agreement,
on a pro-rata basis covering the days the Contractor had rendered the Services as well as any other
outstanding remunerationdue under this Agreement.
14.4 The Parties hereby mutually and specifically agree that notwithstanding the reasons for the
termination of this Agreement, no other liability or consequences shall attachto or result from the
termination of this Agreement by the Company beyond the obligation on the part of the Company
to pay for the Services rendered prior to the termination of the Agreement.
14.5 In the event of termination of the agreement, the Contractor shall promptly refund (proportionate
to the unfulfilled portion of the Term) any monies received from the Company that were advance
or prepaid with a clear understanding that the Contractor shall render Services for the entire Term
of the Agreement.
14.6 The Parties hereby mutually and specifically agree that notwithstanding the reasons for the
termination of this Agreement, no liability or consequences shall lie to the Client, resulting from
the termination of this Agreement by either Party.
15. MISCELLANEOUS
15.1 The Contractor shall not assign any of his rights under this Agreement, or delegate the performance
of any of his duties hereunder, without the prior written consent ofthe Company.
15.2 If any provision of this Agreement, or any portion thereof, is held to be invalid and unenforceable,
then the remainder of this Agreement shall nevertheless remain in full force and effect.
15.3 Waiver by one Party hereto of breach of any provision of this Agreement by the other shall not
operate or be construed as a continuing waiver.
15.4 No amendment, change or modification of this Agreement shall be valid unless in writing signed
by the Parties hereto.
15.5 This Agreement shall not be terminated by the merger or consolidation of the Company or the
Client into or with any other entity.
15.6 Any and all notices, demands, or other communications required or desired to be given hereunder
by any Party shall be in writing and shall be validly given or made to another Party if personally
served, or via e-mail or through a registered courier service to the Parties at their addresses
specified above or such address as either Party may from time to time designate to each other.
15.7 This Agreement and any document specifically incorporated by reference constitute the entire
understanding and agreement of the Parties, and any and all prior agreements, understandings,
and representations, written or oral relating tothe subject matter hereof are hereby terminated
and canceled in their entirety and are of no further force and effect.
15.8 The laws of the Federal Republic of Nigeria shall govern the validity of this Agreement, the
construction of its terms and the interpretation of the rights and duties of the parties hereto.
15.9 The Parties shall use their best endeavor to settle any dispute or difference of opinion between
them, arising from or in connection with this Agreement amicablythrough mutual discussion. If
the Parties are unable to resolve the dispute through mutual discussion, any of the Parties may
refer the dispute to a court of competent jurisdiction. This Clause shall survive the termination of
this Agreement.
15.10 Neither Party (“Affected Party”) shall be liable to the other Party (“Innocent party”) for
any failure to perform its obligations which are caused by circumstances or events beyond
its reasonable control, including, without limitation, acts of God, war, riot, fire, insurrection,
sabotage, flood or adverse weather conditions (“Force Majeure”).
15.11 Upon the occurrence of any Force Majeure event referred to in clause 15.10 above, the
Affected Party shall promptly, but no later than five (5) days, give written notice of the
beginning and ending of such event to the other party. The
15.12 Affected Party shall make every reasonable effort to remove or remedy the cause of such Force
Majeure or mitigate its effect as quickly as may be [Link] such occurrence results in the
suspension of all or part of this Agreement fora continuous period of more than thirty (30)
days, either Party shall have the right to terminate this Contract.
16. INTERPRETATION
Confidential Information means: information (whether or not recorded in documentary form, or
stored on any magnetic or optical disk or memory) relatingto the business, products, affairs,
service pricing, accounts, practice techniques, methods, systems, books, plans, records, programs
or procedures and policies ofthe Client and finances of the Client or any Affiliate or Group
Company for the time being confidential to the Client or any Affiliate or Group Company and
trade secrets including, without limitation, technical data and know-how relating to the business
of the Client or of any Affiliate or Group Company or any of their business contacts.
Intellectual Property means: patents, rights to Inventions, copyright and related rights,
trademarks, trade names and domain names, rights in get-up, rights ingoodwill or to sue for passing
off, unfair competition rights, rights in designs, rights in computer software, database rights,
topography rights, rights in confidential information (including know-how and trade secrets) and
any other intellectual property rights, in each case whether registered or unregistered and including
all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar
or equivalent rights or forms of protection which subsist or will subsist now or in the future in any
part of the world.
Invention means: any invention, idea, discovery, development, improvement or innovation,
whether or not patentable or capable of registration, and whether or not recorded in any medium.
IN WITNESS WHEREOF the undersigned have executed this Agreement as of the day and year first
written above.
Executed on behalf of Schemteq Integrated Services Limited
Name: Engr. Ifedi IBEABUCHI
Date: 08-Jul-2025
Signed by the within named Contractor
Name : - ____________________________
Signature - _________________________
Date :- _____________________
Appendix 1: Scope of Services [ Plz enter the Scope of Service details here]
Appendix 2:
NAME Patrick NWAFOR
DESIGNATION Production Engineer
CONTRACT TYPE Closed
BASE FEE NGN 2,000,000
Approved Base Fee Monthly (Gross) NGN
Basic NGN 2,000,000
EOCB (Paid Annually) NGN 2,000,000
Joining Bonus (Paid Annually) NGN 2,000,000
13th Month (Paid in Nov) Nil
Annual leave (Paid at Anniversary) Nil