management agreement船舶管理协议

And

. （OWNER）

VESSEL MANAGEMENT AGREEMENT

M/V:

A VESSEL MANAGEMENT AGREEMENT is made as of in BETWEEN:-

1, (address)

(“the Owner”), and

2 a Chinese corporation having its registered office at (“the

Mana ger”).

WHEREAS: -

(A)The ship-Owner (hereinafter called “owner”) and the ship manager (hereinafter

called “manager”).

(B)The Owner has contracted to purchase the vessels particulars of which are set

out in the Schedule (“the V essels”) and the Owner wishes to a ppoint the Manager to be the manager of the V essels, which appointment the Manager has agreed to accept, upon and subject to the terms and conditions of this Agreement.

NOW IT IS HEREBY AGREED as follows:

1APPOINTMENT

1.1In accordance with the rules stipulated in Chapter IX of SOLAS Convention

and requirements for implementing ISM code, the Manager is entrusted with the management for the following vessel owned by Owner based on ISM code and ISPS code. During the period of management agreement, in case of sh ip’s safety at sea, pollution prevention and prevention of human injury or loss of life are contradictory to the ship’s production, business operation and benefits, the management leaders at upper level from both Parties shall insist on principles of safety of ship and human life at sea and environmental protection, supervise and improve the responsibilities, capabilities, attitudes and subjective initiatives on both party’s relative persons at different level to maintain this principle.

1.2The Particulars of The Vessel under The Management Agreement Are as

Follows: -

Name of the vessel

V essel nationality

Port of registry

Type of vessel

Gross tonnage

IMO No

V essel owner

Date of built

Classification

Number of crew onboard

2THE RESPONSIBILITIES AND DUTIES OF THE BOTH PARTIES

2.1Party A “Owner”:

2.1.1The vessel under the management agreement should be registered legally for

shipping at sea;

2.1.2The vessel under management agreement should be put into operation legally.

2.1.3The “Owner” will be responsible for the relative management of the vessel

under the management agreement, but the execution of relative management cannot influence the management carried out by Manager.

2.2Party B “Manager”:

2.2.1The Manager agrees to take over all the obligations and responsibilities

imposed by the ISM Code on the vessel under the management agreement required by Party A “owner”;

2.2.2The captain of the vessel under the management agreement has absolute

responsibility and authority on the respects of safety at sea and environmental protection, without any subjection to the limitation from Party B “manager”; 2.2.3The Manager shall be given the authority to make final decision on matters

involving ship’s safety and pollution prevention provided that this does not impede the ship master from exercising his legal obligations and responsibilities;

2.2.4The Manager is responsible to ensure that the vessel under management

agreement will be operated based on SMS and crew will follow the procedures and instructions on SMS as well as all equipment on board will be maintained and kept to the normal operation conditions and the normal preparation conditions for any emergency purposes;

2.2.5The Manager is responsible for providing the training courses on SMS to the

crews and keeping the crews on board with qualified certificates on working posts and healthy;

2.2.6The Manager will keep duty on 24 hours for communication service to the

vessel under management agreement in order to control vessel’s movement and will be ready for reaction and handling of any kinds of emergency cases which may be happened on the vessel.

3V ALIDITY OF THE AGREEMENT

3.1The agreement will be effected within the period from Feb.20 2005 to Feb.20

2006 and it will be continued and renewed automatically if there are no any objections between two parties after expiry. Renewing period for agreement for every time will be lasted for one year.

3.2This agreement will come into force only when both parties have put their

authorized signatures on it. This agreement is produced in two original sets: each party holds one set;

3.3Any improvement of this agreement well be made through consultation and

addendum well be signed to form integral part of this agreement;

3.4If any one of the parties has the will to terminate or modify the Agreement, he

shall notice to the other parties in writing before 3 months. The termination of agreement will be negotiated and decided by both parties;

4MANAGEMENT SERVICE

The Manager shall perform and/or provide, or cause to be performed and/or provided, the management services set out below and shall have power, in the name of the Owner or otherwise on behalf of the Owner, to do and perform all acts, deeds, manners and things which may be necessary or expedient for the performance or provisions of all or any of such management services or ancillary thereto or otherwise in relation to the proper and efficient management, operation trading, maintenance, survey, manning and repair of the V essels:-

4.1During the period of agreement, the Manager is on behalf of Owner to keep

contact to the managed vessel according to Owner’s relative stipulations of ship-routings rules, transfer and forward telexes. telegrams and faxes received and sending out;

4.2The Manager will be responsible to command and manoeuver the vessel. Under

management agreement in case of any sudden accidences happened on board; 4.3The Manager will have full power to handle any major damage to the vessel, the

engine, the cargo and supervise loading and unloading and transportation of dangerous cargos;

4.4The Manager will manage and give instructions to the specific works like

pollution prevention, navigation, machinery, communication and prevention of human injury or loss of life on the vessel;

4.5The Manager will provide the vessel with ship-stores, provisions and will order

ship’s spare parts and will make all the necessary repairs so as to maintain its classification and keep always in the state of seaworthiness;

4.6The Manager will carry out internal audit and arrange the Classification Society

or the Administration verification in order to implement SMS and SSP on the vessel under management agreement;

4.7The Manager will ensure the vessel under management agreement to pass

through inspection of port state control and avoid detention and forced repairing;

4.8The engagement and provision of crews (including masters, officers and ratings)

and the attendance to all matters pertaining to discipline, labor relations, welfare and amenities of the crew, and ensuring that all crew employed in respect of the V essel shall be suitably qualified to man and operate the V essel and provided further that the Manager shall endeavour to procure that the terms of employment are such that an ITF Blue Ticket can be obtained from the V essel so as to permit world-wide trading, if the Owner so requires;

4.9Subject to the terms upon which employment for the V essel is concluded and

subject to the agreement or directions of the Owner from time to time, the arrangement of bunker, fuel and lubricating oil contracts for the V essel;

4.10Subject to the terms upon which employment for the vessel is concluded, the

appointment of agents and sub-agents for the V essel’s Owner’s matters, whether generally or for a particular purpose or purposes, and whether worldwide or for

a particular port or place;

4.11The handling and (subject to the final approval of the Owner) settlement of all

insurance, average, salvage and other claims in connection with the Vessel and all matters pertaining thereto;

4.12Subject as provided hereinafter, the payment on behalf of the Owner of all costs

and expenses incurred in and about the provision of any of the foregoing services or otherwise in relation to the proper and efficient management, operation, manning, maintenance, survey or repair of the vessel.

4.13The arrangement of the lay up of the V essels.

4.14To ensure a ship security plan to be developed, submitted for approval, and

thereafter implemented and maintained.

5REMUNERATION

The management fee shall be decided through mutual consultation.

6SETTLEMENT OF DISPUTE AND APPLICATION OF LAW

6.1Any disputes resulted from the performance of the Agreement shall be

negotiated through friendly consultation by both parties. If the negotiation fails, both parties agree to submit the disputes to the Shanghai Arbitrate Commission that is in Shanghai, P. R. China to judge.

6.2The Agreemen t shall be applicable to the law of the People’s Republic of China.

Owner:

Signature:

Date:

Manager:

Signature:

Date: