CONSULTANCY SERVICES FOR COOLING PLANT & DISTRIBUTION PIPING

AT SHEIKH ZAYED ROAD, DUABI

1. DEFINITIONS

2. INTERPRETATION

3. SCOPE OF SERVICES

4. SCHEDULE OF SERVICES

5. LIQUIDATED DAMAGES

6. REMUNERATION AND PAYMENT

7. OBLIGATIONS OF THE CONSULTANT

8. OBLIGATIONS OF THE EMPLOYER

9. REPRESENTATIVES

10. CHANGE IN PERSONNEL

11. LIABILITY AND INSURANCE

12. DURATION OF LIABILITY

13. LIMIT OF COMPENSATION AND INDEMNITY

14. INSURANCE LIABILITY

15. VARIATIONS

16. DELAYS

17. FORCE MAJEURE

18. ABANDONMENT, SUSPENSION, OR TERMINATION

19. RIGHTS AND LIABILITIES

20. CONFIDENTIALITY

21. ROYALTIES AND PAYMENTS

22. LANGUAGE AND LAW

23. ASSIGNMENT AND SUB-CONTRACT

24. COPYRIGHT
25. CONFLICT OF INTEREST
26. ACCEPTANCE BY EMPLOYER

1
 CONSULTANCY SERVICES FOR COOLING PLANT & DISTRIBUTION PIPING
AT SHEIKH ZAYED ROAD, DUABI

27. NOTICES
28. PUBLICATION
29. DISPUTES
AGREEMENT
BETWEEN
EMPLOYER AND CONSULTANT

This AGREEMENT is drawn on the 8th day of April 2001

Between

National Central Cooling Company PJSC, Tabreed, whose registered office is in Abu Dhabi and whose
postal address is P. O. Box 29478, Abu Dhabi, United Arab Emirates, hereinafter referred to as the
‘EMPLOYER’,

And

Kattner / FVB District Energy Inc. whose address is at 150 South Fifth Street, Minneapolis, Minnesota
MN 55402, hereinafter referred to as the ‘CONSULTANT’

Whereas the EMPLOYER requires certain professional SERVICES to be performed by the

CONSULTANT as hereinafter specified; and has accepted a proposal by the CONSULTANT for the
performance of such SERVICES.

and

Whereas the CONSULTANT declares that he has studied carefully all the documents hereafter specified
and that he has the necessary experience, capability and competent personnel to carry out such
SERVICES , and is willing to do so on the terms and conditions herein contained

Now, therefore, it has been agreed and declared by and between the PARTIES hereto as follows:

In this AGREEMENT words and expressions shall have the same meanings as are respectively assigned to
them in the Conditions of the EMPLOYER and CONSULTANT SERVICES AGREEMENT hereinafter
referred to.

The following documents shall be deemed to form and be read and construed as part of this
AGREEMENT, namely:

The Letter of Acceptance;

The Conditions of the EMPLOYER and CONSULTANT SERVICES AGREEMENT

The Appendices; namely:

APPENDIX A - Scope of SERVICES & Schedule of Deliverables

APPENDIX B – Schedule of SERVICES

2
 CONSULTANCY SERVICES FOR COOLING PLANT & DISTRIBUTION PIPING
AT SHEIKH ZAYED ROAD, DUABI

APPENDIX C – Remuneration and Payment

APPENDIX D - Draft Insurance Certificate

APPENDIX E – Documents
In consideration of the payments to be made by the EMPLOYER to the CONSULTANT as hereinafter
mentioned, the CONSULTANT hereby agrees with the EMPLOYER to perform the SERVICES in
conformity with the provisions of the AGREEMENT

The EMPLOYER hereby agrees to pay the CONSULTANT in consideration of the performance of the
SERVICES such amounts as may become payable under the provisions of the AGREEMENT at the times
and in the manner prescribed by the AGREEMENT.

In witness whereof the PARTIES hereto have caused this AGREEMENT to be executed the day and year
first mentioned before written in accordance with their respective laws.

Authorized signature(s) of EMPLOYER……………………………………..

In the presence of ………………………………………………………..

Name……………………………………………………………………..

Signature…………………………………………………………………

Address…………………………………………………………………..

Authorized signature(s) of the CONSULTANT………………………………

In the presence of ………………………………………………………

Signature……………………………………………………………….

Address…………………………………………………………………

3
 CONSULTANCY SERVICES FOR COOLING PLANT & DISTRIBUTION PIPING
AT SHEIKH ZAYED ROAD, DUABI

CONDITIONS OF THE EMPLOYER AND CONSULTANT SERVICES

AGREEMENT

1 DEFINITIONS
The following words and expressions shall have the meaning assigned to them except where the Contract
otherwise requires:

1.1 PROJECT means the Building Conversion and the Chilled Water Distribution Piping to be
constructed for the EMPLOYER at Tabreed 2&3 in Zayed Military City, Sweihan

1.2 SERVICES means the SERVICES to be performed by the CONSULTANT in accordance

with the terms of this AGREEMENT as detailed in APPENDIX A.

1.3 CONSULTANT means the PARTY named in the AGREEMENT who is employed as an
independent professional firm by the EMPLOYER to perform the SERVICES; and the legal
successors to the CONSULTANT and permitted assignees.

1.4 EMPLOYER means the PARTY named in the AGREEMENT who employs the
CONSULTANT; and the legal successors to the EMPLOYER and permitted assignees.

1.5 CONTRACTOR means any individual firm, partnership, company, corporation or other entity
(and its sub-contractors), other than the CONSULTANT, contracted by the EMPLOYER to carry
out work or services related to the PROJECT.

1.6 COMPLETION OF SERVICES means the stage where all the SERVICES have been
completed to the satisfaction of the EMPLOYER and the last of the SUBSTANTIAL
COMPLETION CERTIFICATES has been issued by the EMPLOYER.

1.7 SUBSTANTIAL COMPLETION means the date when the PROJECT is completed so that the
EMPLOYER may commence satisfactory use and / or occupation thereof for its intended purpose.

1.8 PARTY and PARTIES mean the EMPLOYER and the CONSULTANT.

1.9 AGREEMENT means the AGREEMENT between the EMPLOYER and CONSULTANT and
the Conditions of EMPLOYER and CONSULTANT Service AGREEMENT, together with
APPENDIX A (Scope of SERVICES), APPENDIX B ( Schedule of SERVICES ), APPENDIX C
(Remuneration and Payment), APPENDIX D (Draft Insurance Certificate ) and APPENDIX E
(Documents).

1.10 DAY means the period between anyone midnight and the next

1.11 MONTH means a period of one month according to the Gregorian calendar commencing with any
day of the month.

1.12 FEE means sums as defined APPENDIX C which are payable under the AGREEMENT

2 INTERPRETATION

4
 CONSULTANCY SERVICES FOR COOLING PLANT & DISTRIBUTION PIPING
AT SHEIKH ZAYED ROAD, DUABI

The headings in the AGREEMENT shall not be used in its interpretation

5
 CONSULTANCY SERVICES FOR COOLING PLANT & DISTRIBUTION PIPING
AT SHEIKH ZAYED ROAD, DUABI

SCOPE OF SERVICES

CONSULTANT undertakes to provide and perform the SERVICES in accordance with the terms of this
AGREEMENT. The Scope of SERVICES is stated in APPENDIX A. The EMPLOYER shall have the
right at any time and at its own discretion to request for Additional SERVICES which are not included in
the Scope of SERVICES. The CONSULTANT shall not provide for these Additional SERVICES unless
requested by the EMPLOYER in writing.

4 SCHEDULE OF SERVICES
4.1 This AGREEMENT shall take effect on the date agreed upon, in writing, by the PARTIES.

4.2 The CONSULTANT shall commence the SERVICES, subject of this AGREEMENT, forthwith
and shall proceed to execute and complete the SERVICES required in a thorough and professional
manner to the entire satisfaction of the EMPLOYER.

4.3 The CONSULTANT undertakes to complete all the SERVICES, subject of this AGREEMENT, as
per the Schedule provided by the CONSULTANT for the Completion of the SERVICES as set
forth in APPENDIX B of this AGREEMENT.

4.4 If, in the opinion of the EMPLOYER, reasonable progress in the performance of the SERVICES is
not being maintained, the EMPLOYER shall issue written notification to the CONSULTANT
specifying and detailing the SERVICES delayed and recommending action. Should the
CONSULTANT fail to comply accordingly within fourteen days of receiving such notification,
the EMPLOYER may (without prejudice to his right to determine under Clause 18 of this
AGREEMENT) employ another consultant to complete the SERVICES, and any additional
expenses so incurred by the EMPLOYER shall be recoverable from the CONSULTANT up to a
maximum amount equivalent to the remaining FEE due to the CONSULTANT including the
amount invoiced by the CONSULTANT but not accepted by EMPLOYER.

4.5 The CONSULTANT can modify the Schedule only after prior written approval of the
EMPLOYER.

5 DELAYS & COST OF DELAYS

5.1 The CONSULTANT undertakes to review and / or approve all submittals issued by the
CONTRACTOR, and shall issue instructions for which notice has been given by the
CONTRACTOR, all within the times stipulated in the Construction Contract Document. In the
event that the CONTRACTOR suffers delays and / or incurs costs due to failure of the
CONSULTANT to carry out his duties as stipulated above; CONSULTANT shall bear
responsibility for all costs due to the CONTRACTOR arising from such delays.

5.2 The EMPLOYER may, without prejudice to any other method of recovery, deduct the amount of
such costs from any monies due or which may become due to CONSULTANT.

5.3 The payment of such costs shall not relieve the CONSULTANT from its obligation to complete
the SERVICES or from any of CONSULTANT’s other obligations and liabilities under this
AGREEMENT.

6
 CONSULTANCY SERVICES FOR COOLING PLANT & DISTRIBUTION PIPING
AT SHEIKH ZAYED ROAD, DUABI

REMUNERATION AND PAYMENT

6.1 In consideration of performing the SERVICES as detailed in APPENDIX A in full conformity

with this AGREEMENT, the EMPLOYER shall pay the CONSULTANT a lump sum FEE of
XXXXXXX in the manner set forth in APPENDIX C.

6.2 Except as may otherwise be expressly stated in this AGREEMENT, the FEE is inclusive of any
and all costs and expenses of the CONSULTANT and its staff, including, but not limited to,
mobilization, demobilization, insurance, accommodation, local transportation etc.

6.3 The FEE shall be paid in monthly installments, in arrears, subject to the presentation of invoices in
the proper format signed by the CONSULTANT’s authorized representative for the SERVICES
completed to the satisfaction of the EMPLOYER.

6.4 Invoices for monthly installments of the FEE shall be submitted by the CONSULTANT in one (1)
original (clearly stamped “ORIGINAL”) and two (2) copies to the EMPLOYER and shall comply
with the following:

 All invoiced amounts shall be in CURRENCY.

 The invoices shall bear reference to this AGREEMENT.

 Payment shall be effected by means of a transfer to a Bank in the U.A.E. designated by the
CONSULTANT.

 The invoices shall clearly state the number and category of man-months expended.

 The invoices shall be supported by all necessary information and original documents (where
applicable) to enable EMPLOYER to review and accept them.

6.5 The lump sum FEE of the AGREEMENT shall remain fixed and shall not be subject to escalation
due to any reason whatsoever.

6.6 The EMPLOYER shall pay the CONSULTANT for the SERVICES in accordance with the details
stated in APPENDIX C and shall pay for Additional SERVICES as agreed to at the time in writing
between the PARTIES. The FEE due to the CONSULTANT for the performance of the
SERVICES under this AGREEMENT shall not exceed the amount stipulated in APPENDIX C
without the prior written approval of the EMPLOYER.

6.7 The EMPLOYER shall pay invoices due to the CONSULTANT within 45 days after receipt.

6.8 Any payment made by the EMPLOYER shall not be construed as a waiver of the right of the
EMPLOYER to object to any invoice so paid and the EMPLOYER shall have the right to recover
any overpayment, notwithstanding the issuance of the last SUBSTANTIAL COMPLETION
CERTIFICATE.

Disputed Invoices

If any item or part of an item in an invoice submitted by the CONSULTANT is contested by the
EMPLOYER, the EMPLOYER shall give prompt notice with reasons to the CONSULTANT and shall not
delay payment of the remainder of the invoice.

Independent Audit

The CONSULTANT shall maintain up to date records, which clearly identify relevant time and expense.

7
 CONSULTANCY SERVICES FOR COOLING PLANT & DISTRIBUTION PIPING
AT SHEIKH ZAYED ROAD, DUABI

7 OBLIGATIONS OF THE CONSULTANT

7.1 The CONSULTANT shall perform the SERVICES as detailed in APPENDIX A.
7.2 The CONSULTANT shall exercise due skill, care and diligence in the performance of his
SERVICES and obligations under this AGREEMENT
7.3 The CONSULTANT shall prepare and submit Monthly Progress Reports to the EMPLOYER and
shall also prepare and submit an up to date Progress Reports along with each Invoice.
7.4 In the event of any discrepancy, error or deficiency in the Service, the EMPLOYER shall notify
the CONSULTANT in writing of the same and the CONSULTANT shall re-perform without
delay, at CONSULTANT’s cost and expense, the objected part of the SERVICES so as to
conform to the Contractual requirements.
7.5 The CONSULTANT shall pay for all required salaries, taxes, wages, drawings, samples, travel,
visas, transport and any other expenses related to the execution of the SERVICES required under
this AGREEMENT.
7.6 It is understood and agreed that no provision has been made in this AGREEMENT for any duties
and/or income tax by the Federal Government of the U.A.E. In the event that the CONSULTANT
is required to pay any such duties or taxes, EMPLOYER shall reimburse the CONSULTANT for
such payments.
7.7 Transportation to, from and at Site for CONSULTANT’S personnel shall be provided by
CONSULTANT at no cost to EMPLOYER.
7.8 Where the SERVICES include the exercise of powers or performance of duties authorized or
required by the terms of a contract between the EMPLOYER and any third party, the
CONSULTANT shall:
 act in accordance with the Contract;
 if authorized, to certify, decide or exercise discretion, do so fairly between the EMPLOYER
and third party, not as an arbitrator, but as an independent professional using his skill and
judgment
 if so authorized, vary the obligations of any third party, subject to obtaining the prior written
approval of the EMPLOYER to any variation which can have an important effect on costs or
quality or time (except in an emergency when the CONSULTANT shall inform the
EMPLOYER as soon as practicable).

8 OBLIGATIONS OF THE EMPLOYER

8.1 The EMPLOYER shall give the CONSULTANT, free of charge, all the information available to
him, which may pertain to the SERVICES, except in respect of information that the
CONSULTANT has professional obligation to verify or obtain under this AGREEMENT.

8.2 On all matters referred to him by the CONSULTANT, the EMPLOYER shall give his decision in
writing within a reasonable time in order not to delay the SERVICES.

8.3 The EMPLOYER shall do all in his power to assist the CONSULTANT, his personnel and
dependents as the case may be, within the parameters of the law; namely:

 the provision of documents necessary for entry into, work in and exit from the UAE, and
providing unobstructed access whenever it is required for the SERVICES

 providing, when possible, access to other organizations for the collection of information
which is to be obtained by the CONSULTANT.

8
 CONSULTANCY SERVICES FOR COOLING PLANT & DISTRIBUTION PIPING
AT SHEIKH ZAYED ROAD, DUABI

9 REPRESENTATIVES & KEY PERSONNELL

9.1 As on the effective date of the AGREEMENT, the CONSULTANT shall designate a
representative to act for him and shall inform the EMPLOYER in writing of the name and address
of such representative and the scope of his authority. The appointment of any individual as
CONSULTANT’s Representative shall be effective only upon receipt by CONSULTANTof
written approval from EMPLOYER. CONSULTANT shall not change his representative without
prior written approval of EMPLOYER. CONSULTANT’s Representative shall have full charge
of all operations of CONSULTANT in respect of WORKS and shall have full authority and power
to act on CONSULTANT’s behalf on all matters concerning the performance of this
AGREEMENT.All notices, determinations, directions, instructions and other communications
given to the CONSULTANT’s representative by the EMPLOYER shall be deemed to be given to
the CONSULTANT as to all matters pertaining to this AGREEMENT.

9.2 CONSULTANT’s organisation charts together with deployment schedule and key personnel shall
be subject to prior approval of EMPLOYER. CONSULTANT shall not change such key
personnel for the duration of their required tenure unless approved by EMPLOYER.

9.3 "Key personnel" shall mean all levels of CONSULTANT’s personnel assigned to this PROJECT
down to and including Senior Field Engineers and Superintendents.

9.4 CONSULTANT shall provide and employ on the PROJECT in connection with the execution of
WORKS as provided in this AGREEMENT qualified experienced and competent personnel to
execute the WORKS.

10 CHANGE IN PERSONNEL
If it is necessary to replace any person for misconduct or unsatisfactory performance, the PARTY
responsible for the appointment shall immediately arrange for their replacement by a person of comparable
professional competence. The Cost of such replacement shall be borne by the PARTY responsible for the
appointment.

11 LIABILITY AND INSURANCE

11.1 The EMPLOYER and the CONSULTANT shall be liable to each other in the event of a material
breach of any of the obligations under this AGREEMENT.

11.2 If either PARTY is considered to be liable to the other, compensation shall be payable only on the
following terms:

 Such compensation shall be limited to the amount of direct loss and damage
suffered as a result of such breach, but not otherwise unless specifically provided for
in this AGREEMENT;

 If either PARTY is considered to be liable jointly with third parties to the other, the
proportion of compensation payable by him shall be limited to that portion of
liability, which is attributed to his breach.

 In any event the amount of such compensation is limited to one million US Dollars
($ 1,000,000.00).

9
 CONSULTANCY SERVICES FOR COOLING PLANT & DISTRIBUTION PIPING
AT SHEIKH ZAYED ROAD, DUABI

12 DURATION OF LIABILITY

Neither the EMPLOYER nor the CONSULTANT shall be considered liable for any loss or damage
resulting from any occurrence unless a claim is formally made in writing within two years from the date of
the occurrence of the incident or such earlier date as may be prescribed by law, except for the duration of
liability under Article 880 of the United Arab Emirates' Civil Code.

13 LIMIT OF COMPENSATION AND INDEMNITY

13.1 The maximum amount of compensation payable by either PARTY to the other in respect of
liability under Clause 11 is limited to the amount of US$1,000,000.00. This limit is without
prejudice to any compensation that may become due to the EMPLOYER or third PARTIES as a
result of the CONSULTANT’s responsibility under the provisions of Article 880 of the United
Arab Emirates’ Civil Code.

13.2 If either PARTY makes a claim for compensation against the other PARTY, and this is not
established, the claimant shall entirely reimburse the other for the costs that were incurred as a
result of the claim.

14 INSURANCE LIABILITY

14.1 The CONSULTANT shall obtain and maintain throughout the term of this AGREEMENT,
policies of insurance duly issued by a recognized insurance company acceptable to the
EMPLOYER, covering the following risks and with the following limits:

14.2 Comprehensive General Liability US$ 2,000,000 limit aggregate, US$ 1,000,000 limit per
occurrence.

14.3 Umbrella Excess Liability US$ 5,000,000 combined single limit excess above comprehensive
general liability.

14.4 Third Party liability policy shall be for a minimum coverage of US$10,000,000

14.5 The CONSULTANT undertakes to provide the EMPLOYER with certificates of insurance for his
approval and to add the EMPLOYER as an additional named insured PARTY under each such
policy of insurance.

14.6 If the CONSULTANT fails to effect and keep in force any of the insurances it is required to effect
and maintain under the AGREEMENT, or fails to provide satisfactory evidence and copies of
policies, the EMPLOYER may, at his option, and without prejudice to any other right or remedy,
effect insurance for the relevant coverage and may pay the premium due. The CONSULTANT
shall pay the amount of these premiums to the EMPLOYER, failing which the EMPLOYER shall
deduct the sums paid by him from the CONSULTANT's dues.

14.7 Nothing in this Clause limits the obligations, liabilities or responsibilities of the CONSULTANT,
under the AGREEMENT or otherwise. Any amounts not insured or not recovered from the
insurance shall be borne by the CONSULTANT in accordance with these obligations, liabilities or
responsibilities. The policies' descriptions above are general and liability of the CONSULTANT in
respect of matters covered by such insurance is not limited to the insurance so arranged under
these policies.

10
 CONSULTANCY SERVICES FOR COOLING PLANT & DISTRIBUTION PIPING
AT SHEIKH ZAYED ROAD, DUABI

15 VARIATIONS

15.1 If a variation to the SERVICES is required, the EMPLOYER shall initiate such variation by
forwarding to the CONSULTANT a written request describing the nature of the variation
requested. CONSULTANT shall prepare and forward to the EMPLOYER a statement of the
consequences of such variation to Schedule and Price. If the EMPLOYER decides that the
variation should be carried out, it shall give its written approval of the said variation.

15.2 Any variations to the AGREEMENT either in the form of additions and omissions shall be
adjusted by mutual AGREEMENT between the EMPLOYER and the CONSULTANT or their
representatives according to the AGREEMENT rates. If no such rates exist, a fair valuation of the
work shall be established for the work to be performed or to be deleted. Minor alterations/ changes
if required will, however, be carried out by the CONSULTANT without any addition to the
AGREEMENT value.

15.3 The CONSULTANT shall not be entitled to receive any extra compensation for extra SERVICES
of any kind whatsoever, regardless of whether the same was ordered by the EMPLOYER or his
representative, unless the extra compensation for the extra SERVICES was agreed to in writing
and signed by an authorized representative of the EMPLOYER.

15.4 Notwithstanding any dispute between the EMPLOYER and the CONSULTANT with regard to
the consequences of the variation, CONSULTANT shall upon EMPLOYER’s instruction,
forthwith proceed with the variation pending mutual AGREEMENT on the consequences of the
variation.

16 DELAYS
If the SERVICES are impeded or delayed by the EMPLOYER or his contractors so as to increase the
amount or duration of the SERVICES,

 the CONSULTANT shall inform the EMPLOYER of the circumstances and probable effects;

 the time completion of the SERVICES shall be increased accordingly.

 the EMPLOYER shall reimburse the CONSULTANT for any costs it incurs due to such delays.

17 FORCE MAJEURE

In the event that this AGREEMENT cannot be performed, or its obligations fulfilled, for any reason
beyond the reasonable control of either PARTY to this AGREEMENT as a result of such events as war,
industrial action, floods, or acts of God, then such non-performance or failure by any such PARTY shall be
deemed not to be a breach of this AGREEMENT. In these circumstances, if certain SERVICES have to be
suspended, the time for their completion shall be extended until the circumstances no longer apply, plus a
reasonable period, not exceeding 28 days for their resumption.

11
 CONSULTANCY SERVICES FOR COOLING PLANT & DISTRIBUTION PIPING
AT SHEIKH ZAYED ROAD, DUABI

18 ABANDONMENT, SUSPENSION, OR TERMINATION

BY THE EMPLOYER

18.1 The EMPLOYER may suspend all or part of the SERVICES or terminate the AGREEMENT by
notice of at least 30 days to the CONSULTANT, who shall immediately make arrangements to
stop the SERVICES and minimize expenditure;

18.2 If the EMPLOYER considers that the CONSULTANT is, without good reason, not discharging
his obligations, he can inform the CONSULTANT by written notice stating the grounds for the
notice. If a satisfactory reply is not received within seven days, the EMPLOYERs can by further
notice terminate the AGREEMENT, provided that such further notice is given within 14
(fourteen) days of the EMPLOYER’s former notice.

18.3 If the CONSULTANT commits an act of bankruptcy or enters into a deed of arrangement with his
creditors or, being a company, goes into liquidation (other than voluntary liquidation for the
purpose of reconstruction) then in such event, and without prejudice to any other right or
remedies, the EMPLOYER may, by written notice to the CONSULTANT, forthwith determine
this AGREEMENT and thereupon the EMPLOYER may take possession of materials and other
things whatsoever brought by the CONSULTANT to the EMPLOYER and may use them for the
purpose of completing and maintaining this AGREEMENT. Upon such a determination, the rights
and liabilities of the EMPLOYER and the CONSULTANT shall be the same as if the
CONSULTANT has repudiated this AGREEMENT and the EMPLOYER had by his notice of
determination elected to accept such repudiation.

18.4 The EMPLOYER may, in lieu of giving notice of determination under this clause, take the
AGREEMENT SERVICES out of the hands of the CONSULTANT and may by himself, his
servants or agents complete the SERVICES. In such case, the EMPLOYER may recover his
reasonable costs of doing so from the CONSULTANT, or deduct such costs from monies
otherwise becoming due to the CONSULTANT.

18.5 If the EMPLOYER suffers delays the CONSULTANT shall pay delay damages for this default in
accordance with Clause 5
BY THE CONSULTANT
18.6 By giving at least 14 (fourteen) days’ notice to the EMPLOYER, the CONSULTANT can by
further notice of at least 14 (fourteen) days, terminate this AGREEMENT, or at his discretion and
without prejudice to the CONSULTANT’s right to terminate, can suspend or continue suspension
of the performance of the whole or part of the SERVICES,

18.7 when 28 days after the due date for payment of an invoice has passed and payment has not been
received for that part of the invoice which has not by that time been contested;

18.8 when SERVICES have been suspended under either Clause 17 or 18.1 and the period of
suspension has exceeded 182 days.

19 RIGHTS AND LIABILITIES

Termination of this AGREEMENT for any reason whatsoever shall not prejudice or affect the accrued
claims and liabilities of the PARTIES. After termination of the AGREEMENT, the provision of Clause 14
shall remain in force.

12
 CONSULTANCY SERVICES FOR COOLING PLANT & DISTRIBUTION PIPING
AT SHEIKH ZAYED ROAD, DUABI

20 CONFIDENTIALITY

All engineering data, designs, drawings and other documents supplied by the EMPLOYER under this
AGREEMENT are confidential and shall not, without the prior written approval of the EMPLOYER, be
used for any purpose whatsoever other than for the due performance of the CONSULTANT’s obligations
under this AGREEMENT.

21 ROYALTIES AND PAYMENTS

The consultant FEES shall be deemed to include all costs and charges due, or about to become due, for any
royalties or copyrights and for any costs/fines that may arise from the infringement by the CONSULTANT
of said royalties and copyrights.

22 LANGUAGE AND LAW

This AGREEMENT and all correspondence incidental to or concerning this AGREEMENT shall be in the
English language. The AGREEMENT shall be construed and governed by the laws of the United Arab
Emirates.

23 ASSIGNMENT AND SUB-CONTRACT

23.1 CONSULTANT shall not assign or transfer the AGREEMENT or any part thereof without the
prior written consent of the EMPLOYER. Notwithstanding any assignment to which the
EMPLOYER has given consent, CONSULTANT shall remain responsible to the EMPLOYER for
the proper performance by the Assignee of the SERVICES.

23.2 Neither the EMPLOYER nor the CONSULTANT shall assign obligations under this
AGREEMENT without the prior written consent of the other PARTY.

23.3 CONSULTANT shall not initiate or terminate any sub-contract for the performance of all or part
of the SERVICES under this AGREEMENT, without the prior written consent of the
EMPLOYER. Such consent shall not relieve the CONSULTANT of any of its obligations
hereunder nor shall it create any contractual relations between the EMPLOYER and the
CONSULTANT’s sub-contractor.

24 COPYRIGHT
All drawings, reports and documents prepared by the CONSULTANT under or in connection with the
SERVICES provided under this AGREEMENT, shall belong to and copyright therein shall vest with the
EMPLOYER.

25 CONFLICT OF INTEREST

Unless otherwise agreed in writing by the EMPLOYER, the CONSULTANT and his personnel shall have
no interest in, nor receive remuneration in connection with this Project, except as provided for in this
AGREEMENT.

13
 CONSULTANCY SERVICES FOR COOLING PLANT & DISTRIBUTION PIPING
AT SHEIKH ZAYED ROAD, DUABI

26 ACCEPTANCE BY EMPLOYER

26.1 The SERVICES shall be deemed accepted by the EMPLOYER unless, within 15 days after receipt
of the CONSULTANT’s written notification of completion, the EMPLOYER has given the
CONSULTANT written notice specifying in detail wherein the Service is deficient, whereupon
the CONSULTANT shall promptly proceed to make necessary corrections and, upon completion,
the SERVICES shall be deemed accepted by the EMPLOYER,

26.2 CONSULTANT’s obligations under this AGREEMENT shall continue during the period of
maintenance, and any extension thereof, following the completion and acceptance of the Project as
agreed between the EMPLOYER and the Contractor/Contractors in the Construction
Contract/Contracts. During such period, CONSULTANT shall continue to be liable for any
defect, omission or mistake in the Services performed by them under this Agreement.

27 NOTICES

Notices shall be in writing and will take effect from the date of receipt at the addresses shown in this
AGREEMENT. Delivery can be by hand or facsimile message against a written confirmation of receipt or
by registered letter, or by telex subsequently confirmed by letter.

28 WAIVER
No term, condition, right, obligation or breach of this AGREEMENT shall be waived or be deemed to have
been waived unless such waiver is in writing and addressed to the other party. Waiver of one term,
condition, right, obligation or breach shall not constitute waiver of any other term, condition, right,
obligation or breach, unless otherwise specifically stated in writing and addressed to the other party.

29. PUBLICATION
The CONSULTANT either alone or jointly with others can publish material relating to his SERVICES.
Publication shall be subject to the EMPLOYER’s approval if it is within ten years of completion or
termination of his SERVICES.
30. DISPUTES
In the event of any dispute, controversy or claim arising out of or in connection with this AGREEMENT,
or the breach, termination or invalidity thereof, the PARTIES shall use their best endeavors to settle dispute
or differences. To this effect, they shall consult and negotiate of their mutual interest, to reach a just and
equitable solution satisfactory to both PARTIES. If they do not reach a just and equitable solution within a
period of 30 (thirty) days, then the disputes and differences shall be settled by arbitration.

Arbitration shall be conducted in accordance with the UNCITRAL Arbitration rules. The Arbitration
Tribunal shall be constituted as set out in such rules. The award shall be final and binding.

14