Professional Enabling Services Agreement A2026151

This enabling services agreement ("Agreement") is effective as of April 7, 2006 and made between Procurement, a division of
ExxonMobil Global Services Company, having offices at 16945 Northchase Drive, Houston, Texas 77060 ("Company") and
Wilkens Weather Technologies, L.P., a partnership having offices at 2925 Briarpark Dr, Suite 710, Houston, TX 77042-3720
(“Contractor") and is made in consideration of the terms and conditions contained in this Agreement.

All words or phrases used in this Agreement shall have the meaning ascribed to them in Exhibit A, and where the context
permits, the singular shall include the plural.

INDEX

PREAMBLE Clause 15 Access to Computing Resources and

ENABLING PROVISIONS Information
Art. 1 Agreement Scope Clause 16 Subcontractors, Claims and Liens
Art. 2 Term, Agreement Termination and Survivorship Clause 17 (not used)
Art. 3 Orders Clause 18 Inspection and Audit
Art. 4 Payment Clause 19 Business Standards and Workplace
Art. 5 Account Administration Harassment
Art. 6 Agreement Notices Clause 20 Illegal Information Brokering
Art. 7 Amendments Clause 21 Health and Safety
Art. 8 Agreement Assignments Clause 22 (not used)
Art. 9 Entire Agreement Clause 23 Right of Removal
Signature Blocks Clause 24 Force Majeure
EXHIBIT A: DEFINITIONS Clause 25 Amendments
EXHIBIT B: GENERAL TERMS AND CONDITIONS Clause 26 Precedence
Clause 1 Orders Clause 27 Miscellaneous
Clause 2 Suspension of Order Clause 28 Buyer's Co-Venturers
Clause 3 Termination of Order EXHIBIT C: DESCRIPTION OF SERVICES
Clause 4 Non-Exclusive Workplace Harassment Attachment to Exhibit C
Clause 5 Independent Contractor EXHIBIT D: COMPENSATION AND PAYMENT
Clause 6 Payment, Taxes, Customs / Stamp Duties and EXHIBIT E: INVOICING PROCEDURES
Invoicing EXHIBIT F: BUYER'S JURISDICTION-SPECIFIC TERMS
Clause 7 Warranties AND CONDITIONS
Clause 8 Distribution of Risk and Indemnity EXHIBIT G: HEALTH AND SAFETY REQUIREMENTS
Clause 9 Insurance EXHIBIT H: DRUG AND ALCOHOL REQUIREMENTS
Clause 10 Governing Law and Dispute Resolution EXHIBIT I: COORDINATION PROCEDURE
Clause 11 Confidential Information EXHIBIT N: BACKGROUND CHECKS FOR CONTRACT
Clause 12 Ownership of Documents and Invention WORKERS (NOT USED)
Clause 13 Use of Trademark and Publicity EXHIBIT P: MALARIA CONTROL PROGRAM
Clause 14 (not used) EXHIBIT R: CELLULAR TELEPHONE USE

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 PREAMBLE

WHEREAS, Company and Contractor anticipate that certain Affiliates may contract for the performance of Services by Contractor
during the term hereof; and

WHEREAS, Company and Contractor have entered into this Agreement in order to make its terms available for incorporation into
Orders that may be issued by Affiliates and

WHEREAS Contractor’s affiliates, if any, may agree to perform Services in accordance with Orders issued under this Agreement.

NOW THEREFORE, Company and Contractor agree as follows:

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 ENABLING PROVISIONS

ARTICLE 1: AGREEMENT SCOPE

The purpose of this Agreement is to define the terms and conditions for the provision of Services specifically set out in Exhibit C
and provided pursuant to an Order. The Services are generally described as providing typhoon advisory forecast services as
defined in Orders issued by Buyers.

ARTICLE 2: TERM, AGREEMENT TERMINATION AND SURVIVORSHIP

2.1 Term. The term of this Agreement begins and is effective from the date first written above and shall expire at the close of
business on April 7, 2011, unless terminated earlier as permitted by this Agreement.

2.2 Agreement Termination. Company or Contractor may terminate this Agreement at any time by giving notice of termination
thirty (30) days in advance to the other party. In the event of termination pursuant to this Sub-Article, Company shall not be liable
for any costs, claims, damages or liabilities whatsoever of Contractor including, without limitation, Consequential Loss, punitive or
exemplary damages or payment for unperformed Services.

2.3 Outstanding Orders. If any Order remains unperformed upon the termination date, this Agreement shall remain in force
solely for purpose of completing such outstanding Order and no Orders after the termination date can be issued.

2.4 Survivorship. The provisions of this Agreement that by their nature continue shall survive any expiration or termination of
this Agreement.

ARTICLE 3: ORDERS
Buyers may, from time to time, issue Orders to Contractor under this Agreement requiring Contractor to perform Services.

ARTICLE 4: PAYMENT
Payment for Services under this Agreement shall be as provided in Sub-Clause 6.1 of Exhibit B.

ARTICLE 5: ACCOUNT ADMINISTRATION; NON-BINDING STRATEGIC RELATIONSHIP

Upon Company’s request, Contractor shall provide Company with a list containing the name and location of each Buyer that has
issued an Order, the compensation associated with the Order(s), and for each Order that has not been fully performed by
Contractor, the name and location of each Buyer and expected completion date.

ARTICLE 6: AGREEMENT NOTICES

6.1 Contractor has designated Rick Scott as its Account Administrator for purposes of administering this Agreement. Notices
intended to affect this Agreement or all current and/or future Orders, and required or permitted to be given under this
Agreement to Contractor or Company shall be in writing and deemed to be properly given if addressed respectively to
Contractor's Account Administrator at the address below, or to Company at the address below, and either:
a) delivered in person,
b) sent by facsimile with confirmation,
c) deposited in the mail with first class postage prepaid, or
d) delivered by private, prepaid courier.

Company: Contractor:
ExxonMobil Global Services Company Wilkens Weather Technoliges, LP
16945 Northchase Dr 2925 Briarpark Drive, Suite 710
Houston, TX 77060 Houston, Texas 77042-3720
Attn: Amanda Shipley Attn: Rick Scott
Procurement Associate Account Administrator
GSC-GP4-964 Phone: 713-430-7420
Phone: (281) 654-3172 Fax: 713-430-7490
Fax: (281) 654-2344 Email: rick.scott@wilkensweather.com
Email: amanda.m.shipley@exxonmobil.com

6.2 Any individual or address for notices under Sub-Article 6.1 may be changed by written notice to the other party.

ARTICLE 7: AMENDMENTS
Any amendment to the terms of this Agreement shall only be effective if made in writing and signed by Company and Contractor.
Once an Agreement amendment is made, it shall be deemed incorporated as of its effective date for all future Orders, unless
expressly stated to the contrary in the Agreement amendment. Such amendment shall also apply to ongoing Orders except no
such amendment shall impact the pricing, pay, title, delivery, or freight terms of ongoing Orders unless expressly stated to the
contrary in the Agreement amendment.

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 ARTICLE 8: AGREEMENT ASSIGNMENT
Company may assign this Agreement including all its rights and obligations hereunder to any Affiliate without the consent of
Contractor. Contractor shall not assign this Agreement without Company’s prior written approval, which approval shall not relieve
Contractor of its obligations under this Agreement. Any assignment made by Contractor not in accordance with this Article shall
be void.

ARTICLE 9: ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between Company and Contractor, and it supersedes all prior negotiations,
representations and agreements, either oral or written, related to the subject matter hereof.

IN WITNESS WHEREOF, the parties have duly executed this Agreement in duplicate originals.

Procurement, a division of
ExxonMobil Global Services Company Wilkens Weather Technologies, LP

By:_______________________________ By:_______________________________

Name:____________________________ Name:____________________________
(Typed or Printed) (Typed or Printed)

Title:______________________________ Title:______________________________

Date:_____________________________ Date:______________________________

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 EXHIBIT A: DEFINITIONS

For the purposes of the Agreement and Orders, the following terms shall have the meanings stated below:

1. "Affiliate" means (a) Exxon Mobil Corporation or any parent of Exxon Mobil Corporation, (b) any company or partnership in
which Exxon Mobil Corporation or any parent of Exxon Mobil Corporation now or hereafter, directly or indirectly, (1) owns or
(2) controls more than fifty percent (50%) of the ownership interest having the right to vote or appoint its directors or
functional equivalents ("Affiliated Company"), (c) any successor in interest to (a) and (b) above, and (d) Kyokuto Petroleum
Industries Ltd.
2. "Agreement" means this Enabling Services Agreement comprising the Preamble, Enabling Provisions and Exhibits.
3. "Buyer" means any Affiliate that issues an Order to Contractor as provided in the Agreement.
4. "Change Order" means a written modification to an Order in any form that Buyer may issue, provided that the form identifies
the appropriate Order and is executed as provided in the Exhibits.
5. "Company" means the legal entity identified as such in the first paragraph of the Agreement.
6. “Competence” means the expertise, experience, capability and specialized knowledge to perform Services in a professional
manner and within all accepted standards for the industry.
7. "Consequential Loss". means any damage, loss or injury of whatsoever nature which does not flow directly from the act or
omission in question but from a consequence or result of such act or omission including, but not limited to, any loss or
anticipated loss of profit, loss or anticipated loss of revenue, business interruption, loss of use of any equipment, loss of any
contract or other business opportunity and any other indirect loss of a similar nature.
8. "Contractor" means the legal entity identified as such in the first paragraph of the Agreement that is responsible for
performing Services in accordance with the terms of each Order or any company in which the Contractor now or hereafter
owns or controls, directly or indirectly, more than fifty percent (50%) of the ownership interest having the right to vote or
appoint its directors or functional equivalents and that is responsible to perform Services under this Agreement.

9. “Exhibits” means the exhibits listed in the Index of the Agreement.

10. “Gross Negligence” is defined by the Law governing this Agreement; however, if such Law does not define the term “gross
negligence”, it means any act or failure to act (whether sole, joint or concurrent) which seriously and substantially deviates
from a diligent course of action or which is in reckless disregard of or indifference to the harmful consequences.
11. "Law" means all applicable laws including without limitation the following: constitutional law, civil law, common law,
international law, equity, treaties, statutes, decrees, edicts, codes, orders, judgments, rules, ordinances and regulations of
any local, municipal, territorial, provincial, federated, national or any other duly constituted governmental authority or agency.
12. “Order" means the document issued by Buyer referencing the Agreement specifying the Services to be performed for Buyer
using any form Buyer may provide whether labeled as an Order or by other labels including, but not limited to, "call-off",
"release", "work release", "work authorization", "letter of authorization" or "request for services".
13. "Services" means the Services described in Exhibit C and in each applicable Order including all the activities, operations,
tasks, duties, work and undertakings of Contractor and its Subcontractors required to perform such Services including, but
not limited to, the provision of materials, equipment, tools, and personnel and the necessary supervision, consultations, and
support incidental thereto.
14. "Subcontractors" means any subcontractor, supplier, agent or materialman providing materials or services to Contractor for
the purpose of performing Services under an Order.
15. "Taxes" include all compulsory charges imposed pursuant to the authority of a country, or political subdivision thereof
(including states, and political subdivisions thereof, of the United States), to levy taxes or fees on an entity or activity. Taxes
include, but are not limited to, income taxes, employment taxes, franchise taxes, sales and use taxes, value added taxes
(“VAT”), property, ad valorem and excise taxes. For purposes of this Agreement, Taxes do not include import/export customs
duties or fees and stamp duties. (See Exhibit B, Clause 6.5).
16. “Willful Misconduct” is defined by the Law governing this Agreement; however, if such Law does not define the term “willful
misconduct”, it means an intentional disregard of good and prudent standards of performance or of any of the terms of this
Agreement.
17. "Work Site" means the area of any physical site where Services are actually performed by Contractor and/or its
Subcontractors provided (1) such site(s) is owned or controlled by Buyer and (2) Buyer made the area available to Contractor
to perform Services and related activities.

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 EXHIBIT B: GENERAL TERMS AND CONDITIONS
The following terms and conditions will apply to each Order.
CLAUSE 1: ORDERS
1.1 Issuance by Buyer. Orders will be in written form and will be delivered by mail, courier, facsimile, or other electronic
transmission; however, Orders may be issued orally, in which case they will be confirmed in writing by Buyer, unless otherwise
agreed in writing by Buyer and Contractor. Each Order will contain instructions necessary to the performance by the Contractor.

1.2 Contractor's Receipt of Order. Unless otherwise agreed, Contractor's receipt of each Order shall be confirmed by
Contractor in written form and delivered by mail, courier, facsimile or other electronic transmission. However, if Contractor begins
to perform the Services designated in an Order that Contractor has not confirmed in writing, or in an oral Order, Contractor's
commencement of performance of Services shall be confirmation of receipt of the Order as of the date of such commencement of
performance.

1.3 Nature of and Incorporation of Terms. Each Order receipt of which is confirmed by Contractor shall constitute a contract
between Buyer and Contractor separate and distinct from any other Order and from the Agreement. Nonetheless, each Order
shall be deemed to incorporate the Exhibits. Except as provided in Sub-Clause 26.1, any provision of an Order that modifies or
deletes any provision of the Agreement shall be null and void.

1.4 Entire Order. Each Order receipt of which is confirmed by Contractor constitutes the entire contract between Contractor and
Buyer for performance of Services under such Order, and it supersedes all prior negotiations, representations or other
agreements, either oral or written, related to the subject matter thereof.

1.5 Changes to Orders. Any alteration, deletion or addition to Services ordered in the Order or a change in any provision of the
Order shall be effective only if made in a Change Order executed by Buyer. Orders are deemed to include any applicable Change
Orders. A Change Order, however, shall not modify any provisions of the Agreement incorporated into the Order except to the
extent that an Order is permitted to modify the Agreement.

1.6 Contractor's Documents. "Contractor's Documents" include without limitation any price lists, rate schedules, quotations,
work tickets, invoices, receipts, confirmation of Orders or other documents containing terms and conditions related to Services,
prepared by Contractor and/or submitted to Company or any Buyer. Contractor's Documents, now or in the future, shall not
supersede, add to or amend in any way the Agreement or any Order regardless of any provision to the contrary in the
Contractor's Documents, and shall be regarded as being formally rejected by Company or any Buyer without notice or objection,
except that any Contractor's Documents included in the Agreement as part of Exhibit D shall be used for the sole purpose of
establishing rates to be charged for Services. Any other Contractor's Documents, now or in the future, shall be used for the sole
purpose of accounting for rates charged for Services, provided the Contractor's Documents are consistent with the applicable
pricing and pricing procedures in Exhibit D or the Order.

1.7 Performance under Order. The Buyer issuing an Order shall be solely responsible for performance of Buyer's obligations
under such Order. Upon receipt and confirmation of an Order, Contractor will perform the Services when and as required under
the Order. Contractor will show in all related communications with Buyer the number of the Agreement and the applicable Order
number. If Contractor is unable to comply with the schedule or other requirements of the Order, Contractor shall immediately
notify the Buyer that issued the Order.

1.8 Liability under Order. Except for an Order placed by Company on its own behalf, Contractor has no legal recourse against
Company under any Order, and Contractor waives any claims against Company arising at Law.

1.9 Joint Ventures and Contractors. Any joint venture in which an Affiliate is the operator ("Operated JV") will have the right to
issue Orders or have Orders issued for its benefit. In such case, if the Order is entered into in the name of the Affiliate, the
Affiliate is the Buyer; or if the Order is entered into in the name of the Operated JV, the Operated JV is the Buyer. Further, if the
Affiliate issues an Order for itself and on the behalf of an Operated JV, Buyer is both the Affiliate that issued the Order and the
Operated JV on whose behalf the Order was placed. Neither Company nor any Buyer, other than the Buyer that places an Order
on its own behalf or Operated JV on whose behalf the Order was placed, shall have any liability for any Order issued by or on
behalf of an Operated JV. In addition, the contractors of any Affiliate or Operated JV will have the right to issue written but not
oral Orders related to specific projects of that Affiliate or Operated JV when the Affiliate or Operated JV submits to Contractor an
executed contractor authorization which may be included in Exhibit C or in a written notice to Contractor. Each contractor shall
have the same rights and obligations as a Buyer with respect to any Order that the contractor makes. Neither Company nor any
Affiliate or Operated JV shall have any liability for any Order made by contractor under the Agreement. Furthermore, the
contractor and the Affiliate or Operated JV which authorized the contractor to purchase under the Agreement will be entitled to all
warranties under the Agreement for Services purchased by the contractor. At Company’s request, Contractor will provide a listing
of the Services purchased and corresponding amounts invoiced to any contractor issuing Orders for any named project.

1.10 Term of Order. The term of any Order shall begin on the date the Order is confirmed and shall continue through whichever
occurs first of: (i) the termination date of the Agreement (subject to Sub-Article 2.3), (ii) the termination date, if any, provided in
the Order for all Services under the Order, (iii) completion of all Services under the Order, or (iv) termination under Sub-Clause
3.1.

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1.11 Order Notices. Notices required or permitted to be given under any Order shall be given in the manner specified in Sub-
Article 6.1, but addressed to Buyer or Contractor as specified in the Order. If the Order does not specify the address for one or
both of the parties, the address provided in Sub-Article 6.1 shall be used by the other party.

1.12 Order Assignments. Buyer may assign any Order including all its rights and obligations thereunder to any Affiliate without
the consent of Contractor. Contractor shall not assign any Order without Buyer's prior written approval, which approval shall not
relieve Contractor of its obligations under such Order. Any assignment made by Contractor not in accordance with this Sub-
Clause shall be void.

CLAUSE 2: SUSPENSION OF ORDER

2.1 Suspension of Services. Buyer may suspend at any time and for any reason any part of Services under an Order by giving
notice to Contractor specifying the part of Services to be suspended and the effective date of suspension. Contractor shall cease
work on said part of Services on the effective date of suspension but shall continue to perform any part of Services not
suspended. Notices given under this Sub-Clause may be oral for any suspension that is reasonably expected to continue for no
more than three (3) working days.

2.2 Compensation. Buyer will pay Contractor as required by the other provisions of the Agreement for Services performed prior
to the suspension. For the part of Services suspended, compensation to Contractor during the period of suspension shall be in
accordance with Exhibit D, limited however to :
a) Contractor's employees whose retention on Services during the suspension has been authorized in advance by Buyer,
b) other items directly related to the suspended part of Services if authorized in advance by Buyer, and
c) subject to the other provisions of the Agreement that may reduce or suspend payment.

2.3 Resumption. Buyer may, at any time, authorize resumption of the suspended part of Services by notifying Contractor of the
part of Services to be resumed and the effective date of suspension withdrawal. Services shall be promptly resumed by
Contractor after receipt of such a notice.

2.4 Responsibility for Consequential Loss. Subject to Sub-Clause 2.2 above, Buyer shall not be liable for any costs, claims,
damages or liabilities whatsoever of Contractor or Subcontractors, including, without limitation, Consequential Loss, punitive or
exemplary damages for Services suspended under the Order.

CLAUSE 3: TERMINATION OF ORDER

3.1 Termination of Services. Buyer may terminate at any time and for any reason any part of Services under an Order by giving
notice to Contractor specifying the part of Services to be terminated and the effective date of termination. Contractor shall cease
work on said part of Services on the effective date of termination but shall continue to perform any part of Services not
terminated.

3.2 Compensation. In consideration of Buyer's termination rights of Services in Sub-Clause 3.1, Buyer, with respect to such
terminated Services, will pay Contractor only for Services satisfactorily performed in accordance with the Agreement and
obligations incurred prior to the effective date of termination and for such additional amounts directly related to the work
performed by Contractor in terminating, provided such work was authorized in advance by Buyer, and subject to the other
provisions of the Agreement that may reduce or suspend payment. Such payment will be made to Contractor:
a) for non-lump sum and non-unit cost Services, according to Exhibit D,
b) for lump sum and unit-cost Services, the percentage of any lump sum or unit cost price (as the case may be) which
represents the percentage of Services completed by Contractor, and
c) for direct costs that Contractor incurs in terminating Services under the Order, provided those costs were authorized in
advance by Buyer and are properly supported by time sheets, invoices and the like.
Buyer shall have audit rights pursuant to Clause 18 to verify the actual costs of work performed by Contractor in terminating.

3.3 No Compensation. In the event Services are terminated under an Order by reason of Contractor's failure to perform in
accordance with the Order, Buyer shall have no obligation to compensate Contractor under such Order.

3.4 Responsibility for Consequential Loss. Subject to Sub Clause 3.2 above, Buyer shall not be liable for any costs, claims,
damages or liabilities whatsoever of Contractor or Subcontractors, including, without limitation, Consequential Loss, punitive or
exemplary damages for Services terminated under the Order.

CLAUSE 4: NON-EXCLUSIVE
The Agreement and the Orders are non-exclusive. Company and Buyer retain the right to engage others to perform the same
type of Services without any liability to Contractor, and neither Company nor Buyer makes any representation as to the number,
frequency or monetary value of Orders for Services to be issued under the Agreement.

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 CLAUSE 5: INDEPENDENT CONTRACTOR
In performing Services and other obligations under each Order, Contractor shall be an independent contractor and not the agent
or employee of Buyer. The relationship of employer and employee shall not exist between Buyer and Contractor or any of
Contractor's employees. Contractor acknowledges and agrees that, with respect to any Services provided under this Agreement,
neither Contractor nor any of its employees is eligible to participate in and shall not receive any benefits from any employee
benefit plan sponsored by Buyer and/or Affiliates. Services shall be performed under the supervision and control of Contractor,
and Buyer shall have no authority to supervise Contractor's employees, representatives or subcontractors. Contractor shall have
no authority to make statements, representations or commitments of any kind or take any other action binding on Buyer, except
as specifically provided in the Agreement. It is expressly agreed that it is not the purpose or intention of the Agreement or any
Order to create, nor shall the same be construed as creating, any partnership, joint operation or agency relationship between
Company or any Buyer and Contractor.

CLAUSE 6: PAYMENT, TAXES, CUSTOMS / STAMP DUTIES AND INVOICING

6.1 Payment. Contractor shall invoice and Buyer shall pay Contractor either the rates and fees or the lump sum specified in
Exhibit D, whichever is applicable, for the Services the Contractor performs in compliance with each Order. Contractor
guarantees that Services ordered by Buyer will be performed at the prices specified in Exhibit D, notwithstanding the possibility
that an affiliate may refuse to provide Services at such prices. The rates and fees or the lump sum invoiced by Contractor shall
be inclusive of all Taxes for which the Contractor is liable. Buyer shall have the right to set off any loss, damage liability or claim
which such Buyer may have against Contractor against any payment owing to Contractor. No payment by a Buyer shall limit the
Buyer’s rights later to dispute any of the charges invoiced or to claim unsatisfactory performance under the Order.

6.2 Tax Responsibilities.

(a) Contractor shall
(i) be responsible for and pay (or cause to be paid) when due all Taxes for which Contractor or Subcontractors are liable
by reason of the performance of the Services;
(ii) make reasonable efforts to minimize Taxes arising with respect to the Services, including, but not limited to, cooperate
and reasonably assist Buyer in supporting claims for exemption, as well as for credits, on purchases of equipment,
materials, goods and Services;
(iii) supply to Buyer in the form and within time limits specified by a written notice from Buyer to Contractor the information
necessary to enable Buyer to comply with any lawful request for such information from any governmental authority
having responsibility for assessment or collection of Taxes; and
(iv) if required by applicable Law, establish and register an office in the country or countries (and any applicable political
subdivision thereof) where any part of the Services is to be performed and qualify as an organization operating and
doing business therein, and register and file such notices and/or tax returns with the taxing authorities of such country.

(b) Buyer shall pay all Taxes for which Buyer is liable by reason of the performance of the Services.

6.3 Withholding Taxes. Buyer shall withhold Taxes from payments to Contractor as required by Law. Upon payment of the
amount withheld to the appropriate government entity or agency such amount withheld shall be deemed payment to the
respective Contractor and Buyer shall have no further obligation to pay such amount to the respective Contractor. Production of a
receipt or other evidence of withholding shall be conclusive proof between the Parties of such withholding.

6.4 Indemnities. In addition to the general indemnities in Clause 8, Contractor shall defend, indemnify and hold Buyer harmless
from liability to any competent authority resulting from Contractor’s or Contractor’s employees’ or Subcontractor’s failure to make
timely payment of, or timely filings with respect to, any obligations to pay Taxes incurred in respect to the Services. Such
indemnities shall include all penalties and interest imposed in addition to the Taxes due as a result of Contractor’s, Contractor’s
employees’ or Subcontractor’s failure to comply with reporting, filing, payment or procedural requirements. Contractor shall be
liable for and shall indemnify Buyer for any incremental withholding Taxes imposed by an appropriate government entity or agency
on payments to Contractor in excess of amounts initially withheld by Buyer per 6.3 above.

6.5 Import/Export Customs Duties and Fees; Stamp Duties. Contractor shall pay import/export license fees, import/export
duties, and stamp duties required to be incurred in respect to the Services. Compensation, if any, to Contractor for such
import/export based customs duties or fees and stamp duties will be as defined in Exhibit D.

6.6 Invoicing Procedures. If Contractor has a legal responsibility to collect any Taxes (such as VAT) directly from Buyer for
payment to the appropriate taxing authorities, the portion of any payment from Buyer to Contractor representing such Taxes shall
be separately stated in the invoice. Absent such legal requirement, Contractor shall not identify any separate item constituting
Taxes. Buyer shall not be obligated to pay invoices that do not comply with invoicing procedures, described in Exhibit E.

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6.7 Priority of Clause 6 with respect to Taxes. The provisions of Exhibit B, Clause 6 shall be controlling with respect to all
rights and obligations of Buyer, Contractor and Subcontractors to pay and bear the cost of Taxes imposed in connection with
Services undertaken pursuant to the terms of this Agreement. Notwithstanding the above, in the event any provision in an Exhibit
F (Jurisdiction Specific Terms and Conditions) is contrary to another provision of this Agreement (including the provisions of
Exhibit B), the provision in the respective Exhibit F shall be controlling.

CLAUSE 7: WARRANTIES
7.1 Representations and Warranties. Contractor represents and warrants that it:
a) has the Competence to perform the Services;
b) has or shall obtain the necessary tools, equipment and personnel to provide the Services;
c) shall maintain and use all tools and equipment in accordance with manufacturer's specifications and recommendations and
good engineering and operational practices;
d) has or shall obtain, at its expense, before performing any Services all the necessary registrations, certificates, permits,
licenses and authorizations to conduct business and perform the Services;
e) shall perform all Services in good faith, promptly, with due diligence and Competence;
f) fully comprehends the requirements and contingencies for providing Services and it shall examine the Work Site for any
additional or special requirements and contingencies prior to performing Services;
g) shall ensure that Services, materials and equipment provided will meet any descriptions or specifications set out in Exhibit
C or in any Order at all times except to the extent of normal wear and tear and/or abuse by personnel other than
Contractor and its Subcontractors.
7.2 Contractor's Duty for Compliance of Services with Applicable Order. Contractor represents and warrants that it shall not
perform any aspect of the Services that it knows or should know cannot be performed in conformity with the provisions of the
applicable Order. If Contractor determines that it cannot perform Services in conformity with those provisions, Contractor shall
immediately advise Buyer and work with Buyer to develop a mutually satisfactory resolution.

CLAUSE 8: DISTRIBUTION OF RISK AND INDEMNITY

8.1 Indemnity. Buyer and Contractor shall indemnify, defend and hold each other harmless from claims, demands and causes
of action asserted against the indemnitee by any person (including, without limitation, Contractor's and Buyer's employees) for
personal injury, death or loss of or damage to property resulting from the indemnitor's negligence, Gross Negligence, or Willful
Misconduct. Where personal injury, death, or loss of or damage to property is the result of joint negligence, Gross Negligence, or
Willful Misconduct of Buyer and Contractor, the indemnitor's duty of indemnification shall be in proportion to its allocable share of
joint negligence, Gross Negligence or Willful Misconduct. If either party is strictly liable under Law, the other party's duty of
indemnification shall be in the same proportion that its negligence, Gross Negligence, or Willful Misconduct contributed to the
personal injury, death, or loss of or damage to property for which a party is strictly liable.

8.2 (not used)

8.3 (not used)

8.4 (not used)

8.5 Gross Negligence and Willful Misconduct. Notwithstanding anything to the contrary in this Agreement, each party shall
bear full responsibility, without limit, for its Gross Negligence or Willful Misconduct attributable to its managerial and senior
supervisory personnel and, in no event, will a party be required to release or indemnify the other party for Gross Negligence or
Willful Misconduct attributable to the other party's managerial or senior supervisory personnel.

8.6 (not used

CLAUSE 9: INSURANCE
9.1 Minimum Insurance Requirements. Contractor shall carry and maintain in force at least the following insurances and
amounts:
a) Workers' Compensation and Employers' Liability
For all its employees engaged in performing Services, workers' compensation and employers' liability insurance or
similar social insurance in accordance with applicable Law which may be applicable to those employees.
b) Comprehensive General Liability
Its normal and customary comprehensive general liability insurance coverage and policy limits or at least
$1,000,000.00 whichever is greater, providing coverage for injury, death or property damage resulting from each
occurrence.
c) Automobile Liability
Automobile liability insurance covering owned, non-owned and rented automotive equipment with policy limits of at
least $1,000,000.00coverage for injury, death, or property damage resulting from each accident.

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 d) Watercraft Liability
If watercraft are to be used in performing Services, marine protection and indemnity insurance including coverage
for illness or death of seamen providing limits of at least $1,000,000.00 for each occurrence with Buyer named as an
additional insured party.
e) Other
Any other insurance required by Law or applicable jurisdiction-specific provision in Exhibit F.
f) Additional Insured and Waiver of Subrogation
Notwithstanding any provision of this Agreement to the contrary, Contractor's insurance policy(ies) described in this
Sub-Clause 9.1 (b), (c) and (d) above shall: (1) cover Buyer, Buyer's co-venturers and Affiliates as additional
insureds in connection with the performance of Work; and (2) be primary as to all other policies (including any
deductibles or self-insured retentions) and self insurance which may provide coverage. It is further agreed that
Contractor and its insurer(s) providing coverage in this Sub-Clause 9.1 shall waive all rights of subrogation and/or
contribution against Buyer, Buyer's co-venturers and Affiliates to the extent liabilities are assumed by Contractor.
g) Insurance Supporting Indemnity
It is further expressly agreed that Contractor's insurance shall apply to Contractor's indemnity and defense
obligations under this Agreement.
h) Self Insurance and Retentions
It is expressly agreed that the above obligations of Contractor and/or its insurers shall apply to Contractor's self
insured retentions and/or deductibles.

The parties further agree that the minimum insurance requirements as set forth above shall not limit or waive a party's legal or
contractual responsibilities to the other party or others.

9.2 Proof of Insurance and Changes. Upon request by Buyer, Contractor shall have its insurance carrier(s) furnish to the
requester certified copies of the required insurance policies and/or certificates of insurance specifying that no insurance shall be
canceled or materially changed while Services are in progress without thirty (30) calendar days prior written notice to the
requester.

9.3 Subcontractors' Insurance. Contractor shall require any Subcontractors to maintain normal and customary insurance, but
shall not require Subcontractors to carry insurance that would duplicate the coverage of the insurance carried by Contractor or
Buyer or that would insure against liability waived by Buyer. Upon request by Buyer, Contractor shall have its Subcontractors
furnish the same evidence of insurance required by Contractor.

9.4 Commencement of Services. Contractor and its Subcontractors shall not begin Services until all of the insurance required of
Contractor and its Subcontractors are in force and the necessary documents, if requested by Buyer, have been received by the
requester.

CLAUSE 10: GOVERNING LAW AND DISPUTE RESOLUTION

10.1 Governing Law and Waiver of Sovereign Immunity. The validity, interpretation and construction of the Agreement and
any Order shall be governed by and construed in accordance with Virginia Law, without reference to its principles of conflicts laws,
and without reference to the UN Convention on Contracts for the International Sale of Goods. If Contractor is a government entity
or government owned or controlled entity, Contractor waives any right of sovereign immunity.

10.2 Internal Resolution. Contractor and Company shall use reasonable efforts to resolve any dispute which may arise under
the Agreement through good faith negotiations. Contractor and Buyer (or Company on Buyer’s behalf) shall use reasonable
efforts to resolve any dispute which may arise under any Order through good faith negotiations. Each party shall nominate a
senior representative of its management to meet at any mutually agreed location to resolve a dispute. In the event that
negotiations do not result in a mutually acceptable resolution, the dispute shall be handled in accordance with Sub-Clause 10.3.

10.3 Dispute Resolution. Contractor, Company and Buyer hereby acknowledge and submit to the sole and exclusive jurisdiction
of the courts of Virginia including municipal, state and/or federal courts as appropriate.

CLAUSE 11: CONFIDENTIAL INFORMATION

11.1 Contractor's Duty of Confidentiality. Contractor shall hold in confidence all business and technical information that is
made available to Contractor, directly or indirectly, by Company or Buyer or developed or acquired by Contractor in performing
Services under each Order (collectively "Confidential Information"), except:
a) information which is or becomes, without fault of Contractor, part of the public domain;
b) information which Contractor can show was received by Contractor from an independent third party that is under no
obligation to Buyer or any Affiliate regarding the information;
c) information which Contractor can show was already in Contractor's possession at the time the information was made
available to Contractor, directly or indirectly, from Buyer or any Affiliate;

8
Additionally, if so required by Law or valid legal or regulatory process, Contractor may disclose Confidential Information, but only
following notice by Contractor to Company or applicable Buyer of the requirement to disclose and reasonable cooperation with
any attempt by Company or applicable Buyer to maintain the confidentiality of such Confidential Information.

11.2 Contractor's Use of Confidential Information. Contractor shall not, without the prior written approval of Company or
Buyer as appropriate, use the Confidential Information which Contractor is required to keep confidential hereunder for any
purpose other than the performance of Services under the applicable Order.

11.3 Contractor's Information. Neither Company nor Buyer shall have any obligation of confidence with respect to any
information disclosed to Company or Buyer by Contractor, and Company and Buyer shall be free to use or disclose any or all of
the information contained in any report, drawing, record or other document to third parties without accounting to Contractor
therefor; unless, however, information is specifically covered by a separate, written confidentiality agreement between Company
or Buyer, as applicable, and Contractor. In the absence of any such separate confidentiality agreement, Contractor shall not
place any restrictive notices on any information, no matter the form of its recording, that Contractor provides to Company or Buyer
hereunder. If Contractor places any such restrictive notices on any drawing, record or other document, Company and Buyer are
hereby authorized to nullify, remove, or disregard those notices.

CLAUSE 12: OWNERSHIP OF DOCUMENTS AND INVENTIONS

12.1 Ownership of Documents. Contractor agrees that all interview information, procedure documents, designs, printer’s
materials, texts, descriptions, artworks, films, videos, audio recordings, publicity material, reports, tracings, drawings, field notes,
requisitions, purchase orders, specifications, computer programs (data files and other software in whatever form), and other
documents or records, regardless of the state of completion ("Documents") developed by Contractor in connection with any Order
shall be the sole property of Buyer. Contractor shall provide the original and all copies of the Documents to Buyer when Services
are completed or earlier upon Buyer's written request. Contractor may, with the prior written approval of Buyer, retain one
archival copy of Documents. Contractor shall keep any approved archival copy confidential and shall not use it directly or
indirectly in providing any services to any other person or entity nor for any other purpose without first obtaining Buyer's prior
written permission. Contractor hereby assigns, and shall require its employees to assign, the copyrights in all Documents to
Buyer.

12.2 Ownership of Inventions. If Contractor or its personnel make any inventions, discoveries or improvements (collectively,
"Inventions") patentable or unpatentable, resulting from Contractor's activities hereunder, Contractor shall promptly disclose those
Inventions to Buyer in writing. Inventions covered in this Sub-Clause shall include those conceived during the term of the Order
between Buyer and Contractor and within one (1) year thereafter. Further, Contractor hereby assigns, and shall require its
employees to assign, each such Invention to Buyer. Contractor also shall require its employees to execute such papers as Buyer
requests in connection with any assignment and in connection with the acquisition of letters patent, U.S. and foreign, on any
Inventions. Any compensation to which a Contractor's employee may be entitled by Law or otherwise for assigning Inventions
shall be for Contractor's account.

12.3 Infringement Notice and Indemnification. If either Contractor or Buyer is made the subject of any claim or lawsuit based
on the alleged infringement or misappropriation of any third-party patent, copyright, trade secret or other proprietary right by
reason of any aspect of the materials or Services provided hereunder, it shall promptly notify the other party in writing. Buyer
shall defend and indemnify Contractor against those claims or lawsuits based on the actual or alleged infringement or
misappropriation of any such third-party right by Contractor only to the extent that Contractor's allegedly infringing or
misappropriating conduct is expressly required by Buyer's specification or expressly required in writing by Buyer. This indemnity
shall not extend to conduct of Contractor which is discretionary to Contractor. Contractor shall defend and indemnify Buyer
against all other claims or lawsuits based on the actual or alleged infringement or misappropriation of any third-party right. The
indemnities set forth in this Sub-Clause shall include, without limitation, all penalties, awards, and judgments; all court and
arbitration costs; legal costs; and other reasonable out-of-pocket costs incurred in connection with such claims or lawsuits. The
indemnifying party shall have the right to control the defense of any litigation, and to settle or compromise all claims and lawsuits
subject to its indemnity. However, the indemnifying party may not settle or compromise such claim or lawsuit without the written
consent of the indemnified party if any settlement or compromise (a) requires the indemnified party to part with any property right
or interest, assume any obligation or make any payment not indemnified, or (b) subjects the indemnified party to any injunction.
Subject to the foregoing, the indemnified party shall have the right, at its option and expense, but not the obligation, to retain
advisory counsel to represent its interests in defending any such claim or lawsuit.

If any action results in an injunction against Buyer with respect to the Services, materials or facilities provided under any Order,
Contractor agrees that it shall, at its option and its sole expense, either (1) procure for Buyer the right to continue using the
infringing subject matter, or (2) replace or modify the same so that it becomes non-infringing.

CLAUSE 13: USE OF TRADEMARK AND PUBLICITY

Contractor shall not, without the prior written consent of Company or Buyer:
a) use the name or any trade name or trademark of any Buyer or other Affiliate in any advertising or communications
to the public in any format except as necessary to perform Services;
b) make publicity releases or announcements regarding the Agreement, any Order, the Services performed under any
Order or any related activities; or

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 c) take any photographs, video or other recordings of Buyer's or any Affiliate's property except when required by the
Order.

Contractor shall cause its Subcontractors to comply with these requirements.

CLAUSE 14: (not used)

CLAUSE 15: ACCESS TO COMPUTING RESOURCES AND INFORMATION

Contractor shall ensure that its access to Buyer's or any Affiliate's (a) computer hardware, software, telecommunication facilities,
and user identification codes ("Computing Resources"), and (b) data, messages, and transactions ("Information") will be solely for
the performance of Services under this Agreement. Contractor shall further ensure that such access will be made only in the
manner prescribed by this provision, only when such access is necessary for those Services and only by individuals who require
access to perform the Services. Contractor will notify Buyer of each individual requiring access to perform Services and notify
Buyer when an individual no longer requires access. In addition, Contractor shall ensure that each such individual at a minimum
complies with the obligations of this Agreement and with any other security and control requirements provided to Contractor from
time-to-time by Buyer's representative.

In particular, without prior written approval from Buyer, no individual shall:

a) Disclose or share use of any user access codes or passwords associated with the performance of Services;

b) Access or attempt to access Computing Resources or Information that the individual is not authorized to access;

c) Access, change, manipulate (e.g., create, read, execute, decrypt, destroy, modify, reverse engineer, or copy, etc.)
or remove Computing Resources or Information that are not required to perform the Services;

d) Load any programs or data onto Computing Resources; or

e) Connect any computer modem to Computing Resources.

Where a remote connection to Computing Resources is provided to Contractor, Contractor shall comply with the following
additional requirements:
a) Contractor shall notify Buyer of any changes or problems that may impact Computing Resources.

b) Contractor shall protect Computing Resources from theft, physical damage, and unauthorized access.

c) Contractor shall maintain a traceable one-to-one relationship between the computer and network address used to
access Computing Resources and Information (e.g., no pooled IP addresses, etc.).

d) Contractor shall not monitor or record network traffic for the purpose of capturing Information (e.g., with network
packet analyzers, line monitoring equipment, "sniffers", etc.). If Contractor captures or views Information incidental
to performing Services, Contractor shall treat such Information as Confidential Information in accordance with the
terms of this Agreement.

e) Contractor shall use up-to-date measures to protect against transmission of viruses and malicious code to
Computing Resources.

CLAUSE 16: SUBCONTRACTORS, CLAIMS AND LIENS

16.1 Use of Subcontractors. Services shall be performed solely by Contractor or by those Subcontractors that Buyer may from
time to time allow by its prior written approval. No approval shall relieve Contractor of any of its obligations under each Order.
Contractor shall be responsible to Buyer for Services performed by all its Subcontractors to the same extent it is for Services
performed by Contractor. Contractor shall ensure that all its contracts with its Subcontractors contain provisions which are in
conformity with and no less stringent than the provisions of the Order between Buyer and Contractor. No provision whatsoever of
the Order will be deemed to create a contractual relationship between Buyer and Subcontractor, nor between Buyer and
employees of Contractor or Subcontractor. Notwithstanding the provisions of this Sub-Clause, any person or other entity not
approved as a Subcontractor and used by Contractor to provide Services under any Order hereunder shall be deemed a
Subcontractor only for the purposes of Contractor's obligations and covenants under the applicable Order. Contractor shall, at
Buyer's request at any time, provide Buyer with a list of all Subcontractors, if any, providing Services.

16.2 Claims and Liens. This Sub-Clause shall be applicable in jurisdictions where Law may permit Contractor's employees and
Subcontractor and its employees to file liens against Buyer for payment. Contractor shall pay and completely satisfy all claims for
labor, equipment, rentals and material employed or used by it in connection with any and all Services performed under each
Order when those claims become due and payable, and, if so requested, shall provide evidence satisfactory to Buyer that all of its
employees and Subcontractors have been paid in full for Services performed. Contractor shall ensure that no liens of any kind
are fixed upon or against the property of Buyer by Contractor's employees, Subcontractors, or Subcontractors' employees.
Contractor shall indemnify, defend, protect and hold Buyer harmless from all such claims and liens. Buyer shall have all the
following rights, without prejudice and in addition to any other rights and remedies provided in the Order or at Law, to protect itself
from the aforementioned claims and liens:

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 a) For any sum due Contractor under an Order, Buyer may withhold up to ten percent (10%) (or less if limited by Law to a
lesser amount) as retainage or holdback from each payment it makes to Contractor. Any sums withheld will be paid to
Contractor, at Buyer's sole option, after either (1) Services are completed as required and the retainage or holdback
period(s) required by Law has expired without issuance of a lien or claim, or (2) Contractor shows to the satisfaction of
Buyer that all claims and liens have been satisfied and paid.
b) If, at any time, Buyer determines that Buyer or any of its property might become liable for any claim or subject to any
lien that is chargeable to Contractor, Buyer may retain out of any payment then due Contractor under the Order or any
other Order between Buyer and Contractor or any such payment thereafter to become due, an amount sufficient to
completely indemnify Buyer against such claims and liens, including all of Buyer's costs associated therewith. Buyer
may retain the amount withheld until Contractor delivers to Buyer a complete release of the claims and liens that is
satisfactory to Buyer.
c) Buyer may, at any time, require that Contractor post a bond, at no cost to Buyer, to remove any claims or liens.
d) Buyer may discharge or remove any claims or liens by bonding, payment or otherwise, all of which are chargeable to
Contractor together with all legal costs, and Buyer may set off the amount of those claims and liens, legal costs in
accordance with Sub-Clause 6.1.
e) If Contractor so requests in writing, and provided Buyer agrees in writing, Contractor may provide an irrevocable
standby letter of credit, naming Buyer as beneficiary, in satisfaction of Contractor's obligations and liabilities under this
Sub-Clause and in substitution of any amount Buyer may be retaining under Sub-Clauses 16.2(a) and (b). A letter of
credit shall be in a form, duration and an amount, and issued by a financial institution, all of which are satisfactory to
the Buyer.

CLAUSE 17: (not used)

CLAUSE 18: INSPECTION AND AUDIT

18.1 Inspection. Buyer or its designee shall have the right to inspect any Services performed by Contractor or any Subcontractor
at any time during the performance of Services by Contractor or Subcontractors. No inspection or approval of any Services
performed will relieve Contractor or Subcontractors of their obligations and warranties as required by any Order.

18.2 Audit.
a) Contractor shall maintain and preserve, and shall cause its Subcontractors to maintain and preserve, consistent with
generally accepted accounting practices, accurate documentation and data (including but not limited to written and
electronic records, books of account, correspondence, plans, permits, licenses, drawings, payroll records, memoranda,
receipts, and documentation of related systems and controls) pertaining to the performance of Services under the
Agreement and any Order, as well as any gift or entertainment expenses incurred by Contractor or its Subcontractors
pertaining to the Services under the Agreement and / or any Order.

b) At all reasonable times, Contractor shall permit and shall cause its Subcontractors to permit, employees and agents of
Buyer to have access to its and their offices and work locations to examine, reproduce and retain copies of such
documentation and data and to interview Contractors' and Subcontractors' personnel in connection therewith, as
necessary for Buyer to verify and monitor (i) the accuracy and propriety of the price of Services and/or reimbursable
costs, (ii) the existence and effectiveness of Contractors' and Subcontractors' business practices, and (iii) Contractors'
compliance with the terms of the Agreement. Where Services are billable under fixed rates, Buyer's auditors shall
have sufficient access to those rates to satisfy themselves that Services provided thereunder have not also been
separately billed on some other basis (e.g., a reimbursable basis).

c) The provisions of this Clause shall be applicable during the term of the Agreement and for a period of three (3) years
thereafter. If errors or deficiencies are identified by an audit or otherwise, Contractor shall take prompt corrective
action and advise Buyer thereof.

CLAUSE 19: BUSINESS STANDARDS AND WORKPLACE HARASSMENT

19.1 Business Standards. Contractor shall establish and maintain precautions to prevent its employees, agents or
representatives from making, receiving, providing, or offering substantial gifts, entertainment, payments, loans, or other
consideration to employees, agents, or representatives of Company or Buyer. This obligation shall apply to the activities of the
employees of Contractor in their relations with the employees of Company and Buyer and their families and/or third parties arising
from the Agreement and each Order.

19.2 Accuracy of Records. Contractor agrees that all financial settlements, billings, and reports rendered to Company or Buyer
or its representative shall reflect properly the facts about all activities and transactions handled for the account of Company or
Buyer, which data may be relied upon as being complete and accurate in any further recordings and reportings made by
Company or Buyer or its representatives for whatever purpose.

19.3 Compliance with Law; Export Control. Contractor agrees and will secure agreement by Subcontractors that all Laws
shall be complied with in the performance of any Services. Notwithstanding anything in the Agreement or any Order to the
contrary, neither the Agreement nor any Order shall be interpreted or applied so as to require Company, Buyer or Contractor to

11
do or to refrain from doing anything which would constitute a violation of, or result in a loss of economic benefit under, United
States antiboycott and other export laws and regulations.

Contractor acknowledges that the technology, software, services, or commodities provided by Buyer or its Affiliates, or provided
by Contractor to Buyer or its Affiliates under this Agreement, may be subject to laws or regulations restricting their export, re-
export, transfer or release to certain governments, legal entities or individuals and/or to certain destinations, including those laws
and regulations administered by the U.S. Department of Commerce (Bureau of Industry and Security) and the U.S. Department of
the Treasury (Office of Foreign Assets Control).

With respect to any export, re-export, transfer or release otherwise permitted under this Agreement to persons within Contractor
or its affiliates, to Buyer or its Affiliates, or to unrelated third parties of:
(i) such technology, software, services or commodities; or
(ii) the direct product of any such technology; or
(iii) any product that Contractor creates with U.S.-origin content that is supplied by Buyer or its Affiliates; or
(iv) any technology that Contractor creates that is based upon or commingled with technology provided by Buyer or its
Affiliates,

Contractor will comply with all applicable U.S. government requirements, including export and re-export controls expressed in the
U.S. Export Administration Regulations, prohibitions on transactions with or transfers to the governments of, parties located in or
operated from, or nationals of countries subject to comprehensive U.S. economic sanctions (in particular, as of the date of this
Agreement, Cuba, Iran, and Sudan), and prohibitions on transactions with or transfers to entities or individuals identified on the
U.S. government’s List of Specially Designated Nationals and Blocked Persons (Treasury Department) and Denied Persons List
and Entity List (Commerce Department).

Upon Buyer's request, Contractor shall provide all relevant Bureau of the Census Schedule B number(s), Commerce Control List
Export Control Classification Number(s), and/or U.S. Munitions List Category Number(s) to Buyer. In addition, Contractor shall
subsequently notify Buyer if any of those numbers or classifications change for any of the goods or services supplied.

19.4 Business Ethics and FCPA. For purposes of this Sub-Clause, "Official" means and includes:
a) any officer or employee of any government or any department, agency or instrumentality (i.e., any legal entity
controlled by the government) thereof, or any person acting in an official capacity on behalf of any such government,
department, agency or instrumentality;
b) any political party;
c) any official of a political party;
d) any candidate for political office; or
e) any officer or employee of a Public International Organization (e.g., United Nations, IMF, World Bank).

Contractor represents that it has not offered, paid, promised to pay, authorized the payment of, or transferred, money or anything
of value to an Official to secure any improper advantage or benefit in relation to the matters contemplated by this Agreement,
either directly or indirectly through a third party. Without limiting the generality of Sub-Clause 19.3, and in recognition of the
principles of the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions which
entered into force on February 15,1999, and the United States Foreign Corrupt Practices Act, Contractor represents and agrees
that it will not, directly or indirectly, in connection with this Agreement and the matters resulting therefrom, offer, pay, promise to
pay, or authorize the giving of money or anything of value to an Official, or to any other person while knowing or being aware of a
high probability that all or a portion of such money or thing of value will be offered, given or promised, directly or indirectly to an
Official, for the purpose of influencing the act, decision or omission of such Official to obtain or retain business related to this
Agreement, to direct business related to this Agreement to any person, or to obtain any improper advantage or benefit.
Contractor represents that no Official or close relative of an Official has any direct or indirect ownership or other legal or beneficial
interest in it or any of its affiliates, or in the contractual relationship established by this Agreement or any Order, and that no such
Official serves as an officer, director, employee, or agent of Contractor. This representation shall be continuing throughout this
Agreement. Contractor agrees to notify the Buyer promptly and in writing of any changes in its direct or indirect ownership in it or
its affiliates that would make it or them an Official as defined in this Agreement. Contractor covenants that should Buyer notify it
of any concerns that there has been a breach of the provisions of this Sub-Clause, it shall cooperate in good faith with the Buyer
in determining whether such a breach has occurred. If the Buyer determines in its sole discretion that there has been such a
breach or that Contractor has taken any action that would create a material risk of liability for the Buyer under any applicable law,
it shall be entitled to treat the breach as an event of default and to exercise any rights it may have under its Orders upon the
occurrence of an event of default, without regard to any waiting periods or cure periods specified in this Agreement. Contractor
further agrees that, in connection with the Services performed under any Order and without limiting the requirements of Sub-
Clause 16.1 with respect to Subcontractors, it will require its Subcontractors to agree to and comply with contractual provisions
substantially identical to those contained in this Sub-Clause.

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19.5 Notice of Non-Compliance. Contractor agrees to notify Company or Buyer promptly upon discovery of any instance where
the Contractor fails to comply with this Clause. If Contractor discovers or is advised of any errors or exceptions related to its
invoicing for Services, Contractor and Company or Buyer will together review the nature of the errors or exceptions, and
Contractor will, if appropriate, promptly adjust the relevant invoice(s) and refund any overpayments.

19.6 Workplace Harassment. Contractor, Contractor employees, agents and Subcontractors engaged by the Contractor shall
be subject to the standards of conduct set forth in ExxonMobil’s “Harassment In The Workplace” policy while performing Services
for or communicating with Buyer’s employees, agents, customers and other contractors. A summary of ExxonMobil’s policy is
included in a memorandum addressed to Contractor personnel performing Services for Buyer (Workplace Harassment
Attachment to Exhibit C). Contractor will inform each of its employees, agents, and Subcontractors who perform, or will perform
Services for Buyer of these expectations and provide each with a copy of that memorandum. Contractor will promptly notify the
Buyer contact for the applicable Services of any report or complaint of harassment of any violation of the standards of conduct.
Contractor will cooperate with Buyer in any investigation Buyer may make, including making Contractor employees, agents and
Subcontractors available for questioning by Buyer’s designated investigators. Contractor agrees not to retaliate against anyone
who reports an incident of harassment or who cooperates in any investigation of such incidents.

CLAUSE 20: ILLEGAL INFORMATION BROKERING

20.1 Warranty and Representation. Contractor, Company and Buyers are aware of a practice (referred to as "Illegal Information
Brokering") where certain parties approach contractors, subcontractors, vendors or other suppliers, and offer confidential
information or illicit influence in order to obtain business through corruption of competitive bidding processes. Contractor
recognizes that the practice of Illegal Information Brokering or any other corruption of the contract award process is not permitted
by Company or by Buyers, and Contractor warrants and represents that it has not and will not utilize Illegal Information Brokering
in connection with the Agreement or any Order.

20.2 Notification. Contractor agrees that it will promptly notify Company if anyone approaches Contractor for the purpose of
Illegal Information Brokering concerning the Agreement or any other related business interest of Company or any Buyer.
Company undertakes that such notice and any related information provided by Contractor will be treated with the utmost
discretion. Company also undertakes that it will handle the Agreement with extra security measures, as appropriate, in order to
prevent any contractor, subcontractor or other supplier from gaining any unfair advantage subsequent to such notice.

CLAUSE 21: HEALTH AND SAFETY

21.1 Contractor's Responsibilities. Contractor shall be responsible for providing a healthy and safe work place and working
environment for its employees and Subcontractors during performance of Services on Buyer's premises. Contractor shall protect
the health and safety of Contractor's, Subcontractors' and Buyer's employees, the public, and other third parties from any danger
associated with the Services. All equipment, facilities and other items used by the Contractor and its practices employed to
perform the Services are considered part of the working environment. As minimum health and safety requirements, Contractor
shall be responsible for and shall ensure that all Services are performed in compliance with any and all:
a) Health and Safety requirements of the Buyer set out in Exhibit G;
b) Drug and Alcohol requirements set out in Exhibit H, and
c) Malaria Control Program requirements, set out in Exhibit P if such exhibit is incorporated into the Agreement, or
pursuant to Sub-Clause 26.1 if set out in an Order.

In addition, Contractor shall be responsible and shall ensure that all Services are performed in compliance with any changes to
Exhibit G or notifications as to Exhibit P made by Buyer in accordance with Sub-Clause 21.2. Contractor shall adopt whatever
methods, procedures and precautions are necessary to comply with the provisions in this Clause. Contractor shall report all
accidents, injuries and near-misses arising out of the performance of Services under any Order promptly to Buyer and to
governmental authorities as required by Law.

21.2 Changes in Health and Safety Requirements. In addition to each Buyer's right to modify the provisions of Exhibit G in its
written Order pursuant to Sub-Clause 26.1, Buyer may further modify or replace at any time the provisions of Exhibit G regarding
any health or safety rule, regulation or policy applicable to Services under a specific Order by notifying Contractor either orally or
in writing without complying with any provision in the Agreement on giving notice. In addition to each Buyer's rights to add, modify,
or replace Exhibit P in its written Order pursuant to Sub-Clause 26.1, where Exhibit P has not previously been incorporated into
the Agreement or an Order, Buyer may further require immediate compliance with Exhibit P by so notifying Supplier in writing.

21.3 Rights and Remedies. Contractor acknowledges that compliance with the provisions of this Clause is of the highest
importance. Any breach of this Clause or the provisions of Exhibits G or H as may be modified shall constitute a substantial and
material breach of the Agreement and the Order entitling Company and Buyer, respectively, to exercise the rights and remedies
specified in the Agreement and any other rights and remedies under Law.

21.4 Malaria Control Program. Where malaria is a known health risk, as determined by the World Health Organization, the
Centers for Disease Control, and/or other similarly recognized organization(s) and Contractor will provide Services in such area or
Buyer has provided notice to Contractor that Buyer has implemented a Malaria Control Program in a country where Contractor will
provide Services, Contractor shall develop and implement a site-specific plan for the control of malaria for its employees and

13
Subcontractors. Such a plan should include: awareness and education; bite prevention; chemoprophylaxis (where applicable);
and, early diagnosis and early treatment. It is the Contractor's responsibility to ensure that its employees and Subcontractors
working in and/or travelling to a malarial area understand its program and take appropriate measures to protect themselves from
malaria. A copy of Buyer's Malaria Control Program will be provided upon request for Contractor's use as a reference in
developing its plan. Buyer reserves the right to review Contractor's plan and actual implementation measures.

CLAUSE 22: (not used)

CLAUSE 23: RIGHT OF REMOVAL

Contractor shall promptly remove from Buyer’s premises any employee of Contractor, any Subcontractor or any employee of
Subcontractor performing Services under any and all Orders, as the applicable Buyer may designate for any reason. Contractor
hereby releases and forever discharges and holds harmless Company and Buyer from any costs, claims, losses, and damages of
any kind whatsoever based on negligence, defamation, wrongful discharge or otherwise which Contractor may suffer, sustain, pay
or incur as the result of any removal and will indemnify, defend and hold harmless Company and Buyer against any third party
claims based on removals under this Clause.

CLAUSE 24 (not used)

CLAUSE 25: AMENDMENTS

Except for a Buyer's ability to modify or replace the provisions of Exhibits C, D, E, F, G, H, I, N, P, and R for individual Orders
under Sub-Clause 26.1, any alteration, deletion or addition to any of the terms of the Agreement shall only be effective if made in
accordance with Article 7. Once an Agreement amendment is made, it shall be deemed incorporated as of its effective date for all
future Orders, unless expressly stated to the contrary in the amendment. An Agreement amendment shall also apply to ongoing
Orders except no such amendment shall impact the pricing, pay, title, delivery, or freight terms of ongoing Orders unless
expressly stated to the contrary in the Agreement amendment. Orders shall not be amended or modified by Buyer or Contractor
except as provided in Sub-Clause 1.5 and this Clause.

CLAUSE 26: PRECEDENCE

26.1 Order Precedence. If any provision of an Order is in conflict with any provision of the Agreement, the provision of the
Agreement shall take precedence and govern. Notwithstanding anything to the contrary in the Agreement, an Order will take
precedence and govern over a provision of an Exhibit for purposes only of that specific Order in order to:
a) modify the Services as described in Exhibit C;
b) add additional Services to Exhibit C and pricing related thereto to Exhibit D; consistent with the Scope of Services in
Exhibit C;
c) modify or replace Exhibits E, G, H, I and R;
d) modify or replace Exhibit F; however, any such Order may only modify or replace provisions of Exhibit F to the extent
required by Law or some other agreement;
e) add, modify, or replace Exhibit N (Background Checks for Contract Workers);
f) add, modify, or replace Exhibit P (Malaria Control Program);
26.2 Agreement Precedence. In the event of a conflict between any provisions of the Agreement, the terms in this Exhibit B
shall take precedence and govern over the terms of the other Exhibits. Notwithstanding the foregoing, jurisdiction-specific
provisions set out in Exhibit F (if any) that conflict with any terms of the Agreement shall take precedence and govern over such
terms only with respect to an applicable Buyer's Order(s).

CLAUSE 27: MISCELLANEOUS

27.1 Index - Headings. The Index to the Agreement and headings and subheadings of articles and clauses, including those in
the contract formed by each Order, are used for convenience and ease of reference only and shall not be used to construe or
interpret the provisions of the Agreement or Order.

27.2 Severability. If any provision or portion of the Agreement or any Order incorporating the Agreement shall be adjudged
invalid or unenforceable by a court of competent jurisdiction or by operation of Law, that provision or portion of the Agreement or
the Order shall be deemed omitted and the remaining provisions shall remain in full force and effect.

27.3 Waiver. No waiver by a party of a right or default under either the Agreement permitting Buyers to obtain Services through
the issuance of Orders or the contract formed by each Order shall be effective unless in writing. No such waiver shall be deemed
a waiver of any subsequent right or default of a similar nature or otherwise.

27.4 Other Work. Contractor shall avoid any hindrance or interruption to Buyer's normal operations and shall comply with Buyer's
instructions in this respect. During performance of any Order, Contractor shall maintain good relations with any other contractors
working on Buyer's premises.

14
27.5 Third Party Beneficiaries. Any Affiliate or Operated JV (as defined in Sub-Clause 1.9) receiving the benefits of Services
provided by Contractor, directly or indirectly, shall be a third party beneficiary entitling such Affiliate or Operated JV to all
warranties and indemnities as if the Affiliate or Operated JV were Buyer as well as all other rights normally provided to a third
party beneficiary.

27.6 Further Assurance. Contractor undertakes at the request and cost of Buyer to do all such acts and to execute all such
documents as Buyer may from time to time require in order to allow Buyer to carry out the provisions of the Agreement or any
Order, or to bring them into full force and effect.

27.7 Remedies Cumulative. The remedies provided for in the Agreement are cumulative and shall be in addition to other
remedies available at Law.

CLAUSE 28: BUYER'S CO-VENTURERS

28.1 No Liability for Buyer's Co-Venturers. Contractor waives any claims against Buyer's co-venturers arising under the
Order, unless such co-venturer placed an Order on its own behalf. For purposes of this Agreement and each Order, “co-
venturers” shall mean (i) with respect to a joint venture, all individual members of the joint venture and the joint venture other than
the Buyer and, (ii) with respect to a joint operation agreement, shall mean all individual signatories of the joint operation
agreement other than the Buyer.

28.2 Buyer Permitted to Enforce All Agreement Indemnities. Indemnities provided to Buyer by Contractor shall extend to
Buyer's co-venturers. Buyer shall be permitted (i) to enforce against Contractor all contractual indemnities on behalf of itself and
its co-venturers, and (ii) subject to any limitation of liability, to recover losses and damages suffered by it and/or its co-venturers.

end - Exhibit B

15
 EXHIBIT C: DESCRIPTION OF SERVICES

1. INTRODUCTION
Pursuant to Article 1 of the Enabling Provisions, this Exhibit C generally describes the Services to be provided by
Contractor to Buyer under this Agreement. Pursuant to Clause 26, these Services can be modified by individual Orders
against this Agreement.

2. GENERAL REQUIREMENTS
2.1 Contractor shall provide consulting and/or professional services to Buyer as directed on individual Orders.
2.2 These Services shall consist of specific work scopes, which will be developed as projects are defined. These
Services may include the assignment of selected Contractor personnel to Buyer's offices to perform engineering work
under Buyer technical direction.
2.3 Job specific Coordination Procedures may be issued with Orders. Contractor is required to abide by these
procedures.

Workplace Harassment Attachment to Exhibit C

MEMORANDUM TO: Contractor Personnel Performing Services for Buyer
FROM: Buyer
SUBJECT: ExxonMobil Harassment Policy and Complaint Resolution Process

As a Contractor for Buyer, you need to understand Buyer's expectations regarding the subject matter:
 Contractor's employees, agents, and Subcontractors are prohibited from engaging in any act of harassment toward Buyer's employees,
suppliers, customers, or other contractor employees.
 Buyer's employees, agents, and contractors are prohibited from engaging in any act of harassment toward other Buyer employees,
suppliers, customers, or contractor employees.

ExxonMobil's Harassment in the Workplace Policy prohibits all forms of unlawful harassment based on race, color, sex, religion, national
origin, citizenship, age, disability or veteran status. In addition, ExxonMobil's policy prohibits all other forms of harassment, which, while not
unlawful, are considered inappropriate in a business setting. Buyer will not tolerate harassment in the workplace, whether committed by or
directed at employees, contractors, suppliers, or customers. Contractors who violate the policy are subject to removal from Buyer's work
assignments.

Examples of behaviors prohibited by ExxonMobil's policy include:

 Racial or ethnic jokes, slurs, epithets, cartoons or graffiti
 Sexually graphic comments, epithets, pictures, cartoons, gestures or graffiti
 Taunting on the basis of actual or perceived sexual orientation
 Repeated use of demeaning or degrading comments based on individual characteristics
 Repeated use of offensive profanity or intimidating behaviors like yelling or throwing objects
 Threats of harm, violence, or assault
 Unwanted sexual flirtations or unwelcome, unnecessary touching
 Requesting sexual favors in return for a tangible employment action
If you are the victim of harassment in the workplace or if you witness any incident of harassment, you should immediately report the incident
to a supervisor or management representative of your employer and to the Buyer's representative for whom you are performing Services as
appropriate. Buyer will collaborate with a management representative of your employer to investigate the reported policy violation and initiate
action needed to appropriately address the complaint. Neither Buyer nor your employer will retaliate against anyone who reports an incident
of harassment or who cooperates in any investigation of such incidents.

A copy of this letter has been provided to a management representative of your employer so that he/she is knowledgeable of the standard of
conduct expected on Buyer's premises or while performing work for Buyer. You are encouraged to become familiar with the provisions of this
letter and the complaint reporting procedures of both your employer and Buyer.

If you have any questions about this letter, please contact your employer, the Buyer representative for whom you perform work or a
representative of the Buyer's Human Resources Department.

end - Exhibit C

16
 Exhibit D: COMPENSATION AND PAYMENT
"ALL-IN" UNIT RATE BY CLASSIFICATION

The terms and conditions set forth herein specify the basis for compensating Contractor for services and other activities which the
Contractor may provide to Buyer in the performance of Services under this Agreement. It is understood and agreed that the
Contractor may not charge Buyer for any costs not specifically provided for hereinafter:

1.0 Lump Sum Cost

Buyer shall pay Contractor a lump sum amount as defined in Table 1.1 Compensation below. The lump sum, fully inclusive and
representing the total compensation, including all applicable taxes, Contractor will receive for complying with and fulfilling all
instructions and obligations contained in the Order.

Table 1.1 Compensation

Seasonal Cost
Typhoon Season in USD($)
2006 $4100.00
2007 $4100.00
2008 $4250.00
2009 $4250.00
2010 $4250.00

2.0 Payment Terms and Billing Basis

Unless otherwise specified in Buyer's Order, Buyer shall pay the amounts invoiced within thirty (30) days after receipt of correct
invoice and supporting documents in accordance with Exhibit E, "Invoicing Procedures." Buyer at its sole discretion may
withhold payment of any amounts not correctly presented or supported as required in these provisions. Buyer payments shall
not preclude Company or Buyer from thereafter disputing any item invoiced nor be construed as acknowledgment that any part
of Services has been satisfactorily performed or completed. All charges are subject to audit verification.

3.0 Currency of Payment, Foreign Exchange.

Except as otherwise provided herein or in Buyer's Order and subject to compliance with foreign exchange regulations, all
payments to Contractor will be made in U.S. Dollars. At Buyer’s option such payments will be made either by wire transfer or by
check. Buyer may elect, however, to pay Contractor in currencies other than U.S. Dollars, in amounts not in excess of
Contractor's expenditures in such other currency.

For Contractor expenditures in other currencies paid in U.S. Dollars, the exchange rate shall be the mid-point rate for U.S.
Dollars at the close of business on the day during which the expenditures to be reimbursed in U.S. Dollars were incurred by
Contractor as quoted in the Financial Times. Subject to Buyer approval, actual currency exchange vouchers from authorized
banks or agencies (e.g. American Express) may also be used to support the exchange rate being used in invoice calculation for
conversions where appropriate and when directly attributable to the expenses being incurred by reason of this Agreement.

end - Exhibit D

17
 EXHIBIT E: INVOICING PROCEDURES

This Section sets forth requirements that govern Contractor's accounting and invoicing procedures for the performance of
Services.
E.1 Invoice Requirements: Invoices that Contractor submits to Buyer shall be in a form as shown in E.5, or as reviewed by
and acceptable to Buyer prior to submittal of the first invoice. Invoice is to be organized such that it is easily understood,
and such that rates can be quickly verified against the Order. Prior to submittal of the first invoice, Contractor and Buyer
may develop a mutually acceptable breakdown structure to categorize types of charges.

A) Invoices shall adhere to the following guidelines:

 The document submitted should state "Invoice"

 Invoice must be billed to the account of the Buyer
 The invoice must be an original invoice
 The invoice must include a copy of the Order
 A separate invoice should be submitted for each Order

B) The following information shall be included on the summary invoice:

 Unique invoice number and date. The date should be current in relation to when the goods or services were
provided.
 Contractor's name, remittance address, physical address and phone number
 Taxpayer Identification Number (TIN)
 Company's Agreement Number and Buyer’s Order number if applicable
 Agreed payment terms clearly stating any discounts
 A clear description of the services including unit price and quantity invoiced to allow verification
 Separately identify any Taxes that have been included in the invoice total. Only Taxes that Contractor is required by
Law to charge to Buyer (including applicable sales and use and excise taxes) should be invoiced by Contractor.

C) Buyer's preferred method of payment is through Electronic Funds Transfer (EFT).

To have payment through EFT, where payment is made directly into the Contractor's predesignated bank account, the
invoice should include:

 Name of the bank account (and it should match the Contractor's name on the invoice)
 Bank name and bank address
 Account number
 Bank routing information for EFT payments

Once the EFT set-up is complete, Contractor must continue to include their name and address on all subsequent
invoices.

E.2 Supporting Documentation: The Invoice shall be a summary page supported by detail sheets that tabulate labor charges,
travel expenses, subcontract charges and any other Buyer approved charges. One complete set of applicable supporting
documents (authorized project labor roster, labor distribution reports, employee time sheets, employee expense accounts
complete with support documentation and travel authorizations, and subcontract copies, if applicable, Buyer
authorization(s) for special purchases, etc.) must be submitted with the original invoice. Submitting timesheets approved by
ExxonMobil personnel with the invoice is recommended when applicable. Timesheets and/or other supporting
documentation should identify where the Contractor was located during the time period being invoiced. Such supporting
documents shall be linked or cross referenced to the detail sheets or summary invoice page.

Upon request from Company or Buyer, Contractor shall furnish any of the above referenced invoice, accounting, or
supporting data in electronic format as may be extracted from or generated from Contractor's existing system or computer
libraries. Said electronic data may include detail labor distribution reports and data, accounts payable and vendor master
file data, purchase order or subcontract documents, and/or summary invoice information in spreadsheet format.

E.3 Invoice Submission: Contractor shall submit an original invoice in the English language once a month (as applicable)
covering Services actually performed by the Contractor during the preceding month, plus any Reimbursable Costs incurred
and paid during that period. Summary invoices shall be submitted in duplicate with and at least one copy of supporting
documentation to the following address, unless specified differently in the Order:

18
 ExxonMobil Development Company
Attn: Invoice Processor
Postal: Street Address (for courier services only):
PO Box 4876 17001 Northchase Drive
Houston, TX 77210-4876 Houston, TX 77060
Phone: 281-654-3534

Contractor is obligated to keep invoicing of Contractor costs and Subcontractor costs on a timely basis. In the event
Contractor fails to maintain invoicing on a current, timely basis in the sole opinion of Buyer, Buyer shall have the right to
reduce payments for amounts not correctly invoiced.

E.4 Invoice Payment: Unless specified differently in Order, Buyer shall pay the amounts invoiced within 30 days after receipt
of correct invoice and supporting documents in accordance with these provisions. Buyer at its sole discretion may withhold
payment of any amounts not correctly presented or supported as required in these provisions. Buyer payments shall not
preclude Company or Buyer from thereafter disputing any item invoiced nor be construed as acknowledgment that any part
of Services has been satisfactorily performed or completed. All charges are subject to Audit verification.

Buyer's preferred payment method is through Electronic Funds Transfer (see E.1 above).

Should Order require payment to Contractor in currency(ies) other than US Dollars, Buyer and Contractor shall agree as to
currency conversion methods and standards to be consistently applied. Subject to Buyer approval, actual currency
exchange vouchers from authorized banks or agencies (e.g. American Express) may also be used to support the exchange
rate being used in invoice calculation for conversions where appropriate and when directly attributable to the expenses
being incurred by reason of this Agreement.

E. 5 Invoice Format: See Appendix I to Exhibit E.

19
 Exhibit E – Appendix I
Summary Invoice Format
Invoice

Contractor Name
Remittance Address (Name, address and logo could be on Letterhead or other Contractor standard form)
Physical Address
Banking Information for EFT payments Invoice Date
To: Buyer Name Buyer Order Number
Payment Terms Company Contract Number
For xxxxxx Services Rendered in accordance with Subject Contract Number and Order Number for the period from 1/1/01 through
1/31/01. Copy of approved Order attached.
Reconciliation This Order:
Amounts Billed Prior To This Invoice $ yyy,yyy.yy
Amount This Invoice xxx,xxx.xx
Total Billed To Date $ zzz,zzz.zz

Reimbursable Labor (Support Documentation Sec 1)

Rates Hours Amount
Straight Time Labor x,xxx.x $ xx,xxx.xx
S/T Payroll Burden stp% $ xxx.xx
S/T Overhead sto% $ xx,xxx.xx
S/T Fee stf% $ x,xxx.xx
Overtime Labor yyy.y $ x,xxx.xx
O/T Payroll Burden otp% $ xxx.xx
O/T Overhead oto% $ x,xxx.xx
O/T Fee otf% $ xxx.xx
Agency Labor v,vvv.v $ xx,xxx.xx
Agency O/H Rate ao% $ x,xxx.xx
Agency Fee af% . $ xxx.xx
Total Hours z,zzz.z

Employee Travel (Support Documentation Sec 2)

And Other Authorized Charges $ x,xxx.xx

Contractor Special Tools and Computers (Support Documentation Sec 3) $ x,xxx.xx

Sales, Use, Excise and Other Taxes $ xx.xx

Total This Invoice, Please Pay This Amount $ xxx,xxx.xx

20
 Exhibit E – Appendix I Continued
Invoice Support Documentation
Copy of Approved Order Required to be attached to all invoices
(Electronic Version of Supporting Documentation May Also Be Required)

Section 1 – Reimbursable Labor

Project Roster, Summary Labor Charges

Labor Distribution Report

Time Sheet Copies (Employees and Agency)

(Timesheets approved by ExxonMobil personnel
preferred when applicable)

Agency Invoice Copies

Section 2 – Employee Travel and Other Authorized Charges,

Summary Report

Copies of Employee Expense Reports and

Receipts over $25. Copies of Approved Travel
Authorization Forms.

Copies of supporting documentation for other

authorized charges.

Section 3 - Contractor’s Special Tools and

Computer Programs

21
 EXHIBIT F: BUYER’S JURISDICTION-SPECIFIC TERMS AND CONDITIONS

The terms and conditions set forth in the below-listed Attachments shall apply in each case where Services are provided in the
jurisdiction as indicated below and/or the Buyer placing the Order is located in the jurisdiction as indicated below. The words
"Contractor" and "Supplier" may be used interchangeably.

Attachment 1 Angola
Attachment 2 Argentina
Attachment 3 Australia
Attachment 4 Belgium
Attachment 5 Brazil
Attachment 6 Cameroon
Attachment 7 Canada
Attachment 8 Chad
Attachment 9 China
Attachment 10 Colombia
Attachment 11 Equatorial Guinea
Attachment 12 Finland
Attachment 13 France, Martinique, Guadeloupe
Attachment 14 Germany
Attachment 15 Hungary
Attachment 16 Indonesia
Attachment 17 Korea, South
Attachment 18 Malaysia
Attachment 19 Nigeria
Attachment 20 Norway
Attachment 21 Qatar
Attachment 22 Russia
Attachment 23 United States of America
Attachment 24 United Kingdom

Whenever work is performed in countries other than those attached, the country specific Terms and Conditions will be added to
this Exhibit F.

22
 EXHIBIT F, ATTACHMENT 17
(Jurisdiction: Korea, South)

This Exhibit F shall apply when the Buyer placing the Order, or the Contractor performing the Order, is located in Korea.

A. Clause 3.4 of Exhibit B is hereby amended by adding the following terms and conditions:
3.4 Responsibility for Consequential Loss. Subject to Sub Clause 3.2 above and to the extent permissible under
Korean law, Buyer shall not be liable for any costs, claims, damages or liabilities whatsoever of Contractor or
Subcontractors, including, without limitation, Consequential Loss, punitive or exemplary damages for Services terminated
under the Order

B. Article 10 of Enabling Provisions is hereby added as follows:

ARTICLE 10: EXPLANATION OF AGREEMENT

Principal Contractor hereby acknowledges that it has read and understands the major terms and conditions under this
Agreement.

C. Clause 2.2 of Exhibit B is hereby amended by adding the following terms and conditions:

2.2 Compensation. Buyer will pay Contractor as required by the other provisions of the Agreement for Work
performed prior to the suspension. For the part of Work suspended, compensation to Contractor during the
period of suspension shall be in accordance with Exhibit D, limited however to:
a) Contractor's employees whose retention on Work during the suspension has been authorized in advance by
Buyer which authorization shall not be withheld unreasonably,
b) other items directly related to the suspended part of Work if authorized in advance by Buyer which
authorization shall not be withheld unreasonably, and
c) subject to the other provisions of the Agreement that may reduce or suspend payment to the extent
permissible under Korean law.

D. Clause 3.2 of Exhibit B is hereby amended by adding the following terms and conditions:

3.2 Compensation. In consideration of Buyer's termination rights of Work in Sub-Clause 3.1, Buyer, with respect to
such terminated Work, will pay Contractor only for Work satisfactorily performed in accordance with the
Agreement and obligations incurred prior to the effective date of termination and for such additional amounts
directly related to the work performed by Contractor in terminating, provided such work was authorized in
advance by Buyer which authorization shall not be withheld unreasonably, and subject to the other
provisions of the Agreement that may reduce or suspend payment. Such payment will be made to Contractor:
a) for non-lump sum and non-unit cost Work, according to Exhibit D,
b) for lump sum and unit-cost Work, the percentage of any lump sum or unit cost price (as the case may be) which
represents the percentage of Work completed by Contractor, and
c) for direct costs that Contractor incurs in terminating Work under the Order, provided those costs were
authorized in advance by Buyer and are properly supported by time sheets, invoices and the like

to the extent that the foregoing amount shall at least be equivalent to the amount of damages to which Contractor is
entitled under Article 673 of the Korean Civil Code.

Buyer shall have audit rights pursuant to Clause 18 to verify the actual costs of Work performed by Contractor in terminating.

E. Clause 8.2(c) of Exhibit B is hereby amended by adding the following terms and conditions:

(c) Notwithstanding other provisions of this Agreement to the contrary, Contractor shall also be responsible and not
compensated by Buyer for:

(1) any loss of money or securities in the care, custody or control of Contractor which are used or intended
for use in performing Work, except for such loss arising out of Buyer’s willful misconduct or
gross negligence,

(2) unexplained or mysterious disappearance of any property in Contractor's care, custody or control, or
shortage of any property disclosed on taking inventory, or

23
 (3) theft of property on the part of Contractor, Subcontractors or their employees, except in case of
Buyer’s willful misconduct or gross negligence.

F. Clause 8.5 of Exhibit B is hereby amended by adding the following terms and conditions:

8.5 Gross Negligence and Willful Misconduct. Notwithstanding anything to the contrary in this Agreement or an
Order, each party shall bear full responsibility, without limit, for its Gross Negligence or Willful Misconduct
attributable to its employees, including but not limited to, managerial and senior supervisory personnel and,
in no event, will a party be required to release or indemnify the other party for Gross Negligence or Willful
Misconduct attributable to the other party's employees, including but not limited to, managerial or senior
supervisory personnel.
G. Clause 12.3 of Exhibit B is hereby amended by adding the following terms and conditions:

12.3 Infringement Notice and Indemnification. If either Contractor or Buyer is made the subject of any claim or
lawsuit based on the alleged infringement or misappropriation of any third-party patent, copyright, trade secret
or other proprietary right by reason of any aspect of the Goods or Services provided hereunder, it shall promptly
notify the other party in writing. Buyer shall defend and indemnify Contractor against those claims or lawsuits
based on the actual or alleged infringement or misappropriation of any such third-party right by Contractor only
to the extent that Contractor's allegedly infringing or misappropriating conduct is expressly required by Buyer's
specification or expressly required in writing by Buyer; provided, lack of written specification shall not limit
the foregoing Buyer’s indemnification obligation if Buyer had required Contractor to perform certain
action. This indemnity shall not extend to conduct of Contractor that is discretionary to Contractor. Contractor
shall defend and indemnify Buyer against all other claims or lawsuits based on the actual or alleged infringement
or misappropriation of any third-party right. The indemnities set forth in this Sub-Clause shall include, without
limitation, all penalties, awards, and judgments; all court and arbitration costs; legal costs; and other reasonable
out-of-pocket costs incurred in connection with such claims or lawsuits. The indemnifying party shall have the
right to control the defense of any litigation, and to settle or compromise all claims and lawsuits subject to its
indemnity.
H. Clause 17.2 of Exhibit B is hereby amended by adding the following terms and conditions:

17.2 Assumption of Work. Contractor agrees that if, in the opinion of Buyer, Contractor fails at any time during the
performance of the Work under an Order to provide the labor, supervision, tools, equipment or materials
necessary for the prompt performance of the Work, or if Contractor breaches the Order in whole or in part or
fails to use diligence in the performance thereof, Buyer may, at its election and without prejudice to any other
remedies available to it, take over and perform or obtain another contractor to take over and perform all or any
part of the Work then remaining unperformed; provided, Buyer shall give prior notice to Contractor in
accordance with Article 2.2 of the Agreement that it intends to take over and perform all or any part of
the Work then remaining unperformed unless Contractor remedies the situation within 7 days . If Buyer
takes over completion of Work, or obtains another contractor to do so, Buyer's sole obligation shall be to pay
Contractor, upon completion of the Work and subject to the other provisions of the Order that reduce or
suspend payment:
I. Clause D.3 is hereby added to Exhibit D as follows:

D.3. If (i) Contractor is a small and medium-sized enterprise, (ii) if work to be performed by Contractor is
consignment manufacturing of goods to be exported by Buyer, and (iii) if Buyer receives refund of customs duty
under the Special Act on Refund of Customs Duty for Raw Materials for Export, etc., Buyer will pay the refunded
amount to Contractor within 15 days of the refund.

24
 EXHIBIT F, ATTACHMENT 23
(Jurisdiction: United States)

1. The following provision is added to Clause 5:

CLAUSE 5: INDEPENDENT CONTRACTOR

Contractor will at all times act as an independent contractor, and nothing stated or implied in this Agreement shall be construed to
make Contractor, nor shall Contractor in any way represent Contractor to be, an employee or agent of Buyer or any Affiliate.
While Contractor's Services shall meet with Buyer's approval, Buyer is interested in the results to be achieved and, accordingly,
the detail, manner and method of performing Services shall be the responsibility of and under the supervision and control of
Contractor. Notwithstanding anything to the contrary in this paragraph, Paragraph 6 (a) below regarding a Louisiana statutory
employer relationship shall apply when such provision is applicable. Contractor shall be solely responsible for payment wherever
payable of any income taxes or other taxes, contributions, or insurance premiums that pertain to the rates, fees or unit prices paid
under this Agreement.

If Contractor provides Services under this Agreement for Exxon Mobil Corporation or any of its affiliated companies that
participate in the ExxonMobil Core Benefit Plans, then Contractor (if Contractor is an unincorporated individual) or individuals
provided by Contractor to perform Services for Buyer under this Agreement (if Contractor is other than an unincorporated
individual) shall be considered "special agreement persons" who are specifically excluded from coverage under the Core Benefit
Plans by the terms of the ExxonMobil Benefit Plans' Common Provisions. Such individuals shall not be considered "regular
employees" or "non-regular employees" of Exxon Mobil Corporation or any of its affiliated companies for purposes of plan
participation.

If Contractor is an unincorporated individual:

(a) Contractor is not entitled, for Services rendered under this Agreement, to any benefit which Buyer, Exxon Mobil
Corporation or any affiliated company of Exxon Mobil Corporation may provide for its employees; and

(b) Contractor is solely responsible for providing any and all employee-like benefits desired for Contractor.

If Contractor is any entity other than an unincorporated individual:

(a) Contractor shall be responsible for any and all employee benefits to be provided for its employees;

(b) Contractor understands and agrees to advise its employees that none of its employees shall be entitled to participate in
or receive benefits from any employee benefit plan sponsored by Buyer, Exxon Mobil Corporation or any affiliated
company of Exxon Mobil Corporation as a result of performing Services under this Agreement; and

(c) Contractor shall provide the report / information to Exxon Mobil Corporation or its designee as required in the Contractor
Employee Hours Reporting Procedures Supplement, if the Contractor Employee Hours Reporting Procedures
Supplement is provided with this Exhibit F or at some later time by Buyer.

2. Clause 6 modification:
Add to the end of Sub-Clause 6.4: "Contractor, upon request, shall provide Buyer within a reasonable period of time
completed, current Internal Revenue Forms W-8 (Certificate of Foreign Status) and W-9 (Request for Taxpayer
Identification Number and Certification), or any successor form, as applicable."

3. Clause 8 modifications:
If any Services are performed in Texas or Texas law applies to the Agreement, Sub-Clause 8.4 shall be modified to add
the following provision:

If Chapter 127 of the Texas Civil Prac. & Rem. Code, or any successor statute, applies to this Agreement, the
indemnity obligations of Contractor shall be limited to and supported by available liability insurance coverage, at
Contractor's expense, as follows:

(a) with respect to a mutual indemnity obligation, Contractor's indemnity obligation is limited to the extent of
the coverage and dollar limits of insurance or self-insurance that Contractor as indemnitor has agreed to
provide to Buyer as indemnitee (Buyer's indemnity obligation shall be limited to the extent of the coverage
and dollar limits of Contractor's insurance or self-insurance); and

(b) with respect to an unilateral indemnity obligation, the amount of insurance required in Article 9 shall not
exceed the statutory maximum.

4. Clause 9 modifications and additions:

(a) For Services provided in the United States, Contractor shall carry and maintain in force at least the following
insurances and amounts in addition to those provided in Sub-Clause 9.1:

1
 (1) Inland Waters
If Contractor performs Services on inland waters, endorsements to the workers' compensation policy (1)
extending coverage to all employees engaged in performing Services subject to the U.S. Longshoremen's and
Harbor Workers' Compensation Act, (2) stating that a claim made against Buyer and/or its underwriters by an
employee of Contractor based on the doctrine of "borrowed servant" shall, for the purposes of this insurance, be
treated as a claim arising under Contractor's policy, and (3) stating that a claim "in rem" shall be treated as a
claim against the insured.

(2) Offshore
If Contractor performs Services offshore, endorsements (Amendment to Coverage B endorsement - maritime)
to the worker's compensation policy (1) extending coverage to include maritime coverage providing limits of at
least $1,000,000 per accident, and (2) extending coverage under the U.S. Longshoremen's and Harbor
Worker's Compensation Act to include coverage of the Outer Continental Shelf Lands Act.

(b) For Services provided in the United States except Louisiana, Sub-Clause 9.1 (f) shall be replaced by the following
provision:
Notwithstanding any provision of this Agreement to the contrary, Contractor's insurance policy(ies) described in this
Sub-Clause 9.1 (b), (c) and (d) above shall: (1) cover Buyer and Affiliates as additional insureds in connection with
the performance of Services; and (2) be primary as to all other policies (including any deductibles or self-insured
retentions) and self insurance which may provide coverage. It is further agreed that Contractor and its insurer(s)
providing coverage in this Sub-Clause 9.1 shall waive all rights of subrogation and/or contribution against Buyer and
Affiliates to the extent liabilities are assumed by Contractor, except Contractor expressly agrees not to cause itself or
its insurer(s) to waive any rights of subrogation and/or contribution against Buyer and Affiliates under any Workers'
Compensation and Employers' Liability Insurance, or similar social insurance in accordance with Law which may be
applicable to those employees of Contractor, when Buyer elects to furnish or arrange same.

(c) For Services that are subject to the Louisiana Oilfield Indemnity Act, La. Rev. Stat. 9:2780, Sub-Clause 9.1 (f) shall
be replaced by the following provision:

Buyer understands that additional insured status and a waiver of subrogation under Louisiana law will be effective
only upon the payment of the premiums thereof by the entity requesting such coverage. The charges for such
insurance coverage (as further described below) under policies described in Sub-Clause 9.1 (b), (c) and (d) of this
Agreement and elected by Buyer shall be disclosed by Contractor in writing to Buyer as soon as Contractor obtains
that information. Upon any such election by Buyer, Contractor shall promptly bill Buyer the applicable amount and
obtain the insurance coverage so that (1) Buyer and Affiliates are covered by such insurance policy(ies) as additional
insureds in connection with the performance of Services, with such insurance to be primary as to all other policies
(including any deductibles or self-insured retentions) of Buyer and Affiliates which may provide coverage and (2) the
Contractor and its insurer(s) waive all rights of subrogation and/or contribution against Buyer and Affiliates to the
extent liabilities are assumed by Contractor except Contractor expressly agrees not to cause itself or its insurer(s) to
waive any rights of subrogation and/or contribution against Buyer and Affiliates under any Workers' Compensation
and Employers' Liability Insurance, or similar social insurance in accordance with Law which may be applicable to
those employees of Contractor, when Buyer elects to furnish or arrange same. Any invoice for such coverage shall
be sent to Buyer. Both parties agree that Buyer is paying for all material parts of the insurance coverage for Buyer
and Affiliates and such insurance coverage shall apply regardless of the jurisdiction where Services are performed.

(d) For Services performed in Texas or if Texas law is applicable, Sub-Clause 9.1(g) shall be replaced by the following
provision:

It is further expressly agreed that Contractor's insurance shall apply to Contractor's indemnity and defense
obligations under this Agreement except, with respect to Services subject to the Law of the State of Texas, each
party agrees to maintain the insurance and limits as specified in Sub-Clause 9.1 or self insurance during the duration
of this Agreement in support of the mutual indemnifications, if any, agreed to in Clause 8 of this Agreement.

5. Clause 10 is modified to include:

Notwithstanding anything to the contrary in Clause 10, (a) the United States’ Outer Continental Shelf Lands Act (OCSLA)
shall determine the Law when such Act applies; and (b) if OCSLA is not applicable and Services are primarily performed
in Texas or Louisiana, the law of either Texas or Louisiana, without reference to such state’s principles of conflicts of
laws, shall apply to each contract formed by an Order when Services under such Order are primarily performed in Texas
or Louisiana, respectively.

6. Clause 22 is replaced by the following:

2
 CLAUSE 22: MANAGEMENT OF WASTE
Contractor and its Subcontractors shall, in performing Services, have the responsibility and liability for the proper management of
wastes according to all Law. In particular, Contractor and its Subcontractors shall:
(a) implement procedures to minimize the generation of waste. These procedures shall include, at a minimum, process
substitution, materials recovery, and continued product use. When possible, Contractor shall select less toxic
alternatives to minimize hazardous waste generation;

(b) consolidate (with like product) partially full containers of paint, solvent, chemicals, and other products whenever possible,
to minimize waste and allow use of the remaining product;

(c) ensure that any empty containers to be discarded are deemed "empty" in accordance with 40 CFR 261.7 or applicable
state regulations;

(d) not commingle waste they generate with any waste generated by Buyer or others without prior written consent of Buyer;

(e) segregate hazardous waste from non hazardous waste at all times;

(f) either return to the supplier for credit, or transfer to Contractor's storage facility or next job site for use, any unused and
still usable materials belonging to Contractor; and

(g) control waste generation activities, to the extent possible, to fall within the conditionally exempt small quantity or small
quantity generator regulations under the Resource Conservation and Recovery Act, as amended, and its regulations
("RCRA") and any applicable state regulations;

In addition to (a) through (g) above, for Services performed at Buyer's refinery or chemical plant:
(h) not transfer waste to any off-site facility without Buyer's prior written consent.
Contractor and its Subcontractors shall also ensure that all waste is handled in compliance with any relevant Order
relating to the management of waste and such provisions in any such Order shall take precedence and govern over the
provisions of this jurisdiction-specific provision regarding the management of waste.

7. The following provision regarding data integrity is added to Exhibit B:

DATA INTEGRITY
Contractor shall be accountable for the integrity of any test or measurement data, including its generation, recording, reporting,
and retention, provided by Contractor, its agents or any subcontractors to Buyer or any third party(s) on behalf of Buyer.
Contractor agrees that for any such data:
(a) Measurement activities and information reported from measurement shall be complete, accurate, and timely.
Falsification of any data and selective reporting of data are strictly prohibited. Any findings of incorrect data are to be
promptly communicated to Buyer in a timely manner.
(b) Specified industry standard test methods and instrument calibration procedures shall be used without modification,
unless that modification has been approved by industry standard and/or by Buyer.
(c) A quality assurance system shall be in place for any laboratory facility involved. This system shall serve to deter, detect
and correct the generation and communication of incorrect data and shall include the maintenance and calibration of
measurement instruments.
(d) Personnel involved in testing and measurement are trained in the necessary skills involved in data generation and data
management. This shall include initial and ongoing personnel training, testing, and verification of knowledge transfer.
(e) Contractor shall utilize a self-monitoring and assessment system to determine the extent to which the requirements
above are being met. This system shall include the resolution of all problems found in the assessments, with plans and
responsibilities for appropriate follow-up.

8. Miscellaneous Modifications to the Agreement:

(a) When Louisiana law governs any Order for Services provided in Louisiana, Buyer (as principal) and Contractor (as direct
employer) agree to recognize Buyer as the statutory employer of employees of Contractor and its Subcontractors while
such employees are providing Services to Buyer pursuant to the Order. This provision is included for the sole purpose of
establishing a statutory employer relationship to gain the benefits expressed in La. Rev. Stat. 23:1031 (C-E) and La. Rev.
Stat. 23:1061(A) and is not intended to create an employer / employee relationship for any other purpose.
(b) The term "negligence" in the Agreement shall include active or passive negligence.
(c) This Agreement may be for supplies or services or for the use of real or personal property, including lease arrangements,
which in whole or in part are necessary to the performance of any one or more contracts or federal lease agreements
between ExxonMobil and the United States of America ("U.S. Government") or under which any portion of ExxonMobil's
obligations under any one or more such contract or federal lease is performed, undertaken or assumed. Federal clauses
which are applicable under an Order if Buyer is a U.S. Government contractor or federal lease holder, are contained in
the attached Federal Contract Supplement (Exhibit F) and are incorporated into this Agreement, and the parties agree to
the terms and conditions contained in that Supplement, to the extent applicable.

Contractor Employee Hours Reporting Procedures Supplement

3
 Level B
Contractor shall retain the following information for each of Contractor's employees assigned in the United States to any Buyer
under the Agreement so that it is retrievable by the Contractor upon request. The information shall be retained for each calendar
year during the term of the Agreement and for each of the three years prior to such calendar year (but not for any year prior to the
commencement of this Agreement.

 Social security number

 Whether Contractor's employee is under age 21 at the end of the calendar year

 Hours and compensation

- for the previous year by month
- for years before the previous year by annual total

 Date first assigned to any Buyer

 This Agreement number

 Last day of any Buyer assignment, if applicable

 Whether Contractor's employee is covered by a collective bargaining agreement

Contractor shall provide this information within 35 days of receiving written notice from Exxon Mobil Corporation or its designee
(“EM”) on the computer diskette (or other medium) which EM shall supply to Contractor.

The information retained under this Contractor Employee Hours Reporting Procedures Supplement shall be retained for four (4)
years and the provisions of this Contractor Employee Hours Reporting Procedures Supplement shall survive any expiration or
termination of this Agreement.

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 EXHIBIT F
(Jurisdiction: United States)

FEDERAL CONTRACT SUPPLEMENT

(February 2002)

The parties hereto agree that Supplier or Contractor, however referred to in the Agreement or Contract, as the case may be, to which this Federal
Contract Supplement is attached, shall be referred in this Supplement as "Contractor." If this Supplement is attached to an Agreement, "Buyer" or
"Licensee," however referred to in the Agreement, shall be referred to in this Supplement as "Company." For the purpose of this Supplement, the
word "Federal Sub-Agreement" shall mean any nonexempt agreement or arrangement between Company and Contractor for the furnishing of
supplies or services or for the use of real or personal property, including lease arrangements, which in whole or in part are necessary to the
performance of any one or more contracts ("Federal Contracts") or federal lease agreements ("Federal Leases") between Exxon Mobil Corporation,
its parent, or any affiliate of Exxon Mobil Corporation or its parent ("ExxonMobil") and the United States of America ("Government") or under which
any portion of ExxonMobil's obligations under any one or more such Federal Contract or Federal Lease is performed, undertaken or assumed.
Contractor agrees to comply with the provisions of this Supplement, when applicable to a Federal Sub-Agreement, to satisfy legal requirements
under the governing statutes and executive orders and rules and regulations issued thereunder and amendments thereto. The parties hereto
understand and agree that, with the exception of the Government, this Supplement is not meant to create, nor shall it be construed as creating, any
enforceable rights hereunder for any firm, organization, or individual who is not a party hereto.
I. The following, and all of their terms and conditions, are incorporated by reference herein:
(a) Equal Employment Opportunity (41 CFR 60-1.4 and 48 CFR 52.222-26);
(b) Nondiscrimination in the Outer Continental Shelf (30 CFR Part 270) (applicable only to Federal Sub-Agreements in support of Federal
Leases);
(c) Affirmative Action for Workers with Disabilities (41 CFR 60-741.5 and 48 CFR 52.222-36);
(d) Affirmative Action for Disabled Veterans and Veterans of the Vietnam Era (41 CFR 60-250.5 and 48 CFR 52.222-35); and
(e) Utilization of Small Business Concerns (48 CFR 52.219-8) (applicable only to Federal Sub-Agreements in support of Federal Contracts).

The terms "Contractor" or "Offeror" within such federal regulations shall refer to Contractor, and the terms "Government" and "Contracting Officer"
within such federal regulations shall refer to ExxonMobil.

II. Contractor agrees to comply with the following laws and/or regulations, the terms and conditions of which are incorporated herein in full:

(a) Certification Of Nonsegregated Facilities (applicable only to Federal Sub-Agreements in support of Federal Leases): By entering into
this Federal Sub-Agreement, Contractor certifies, as specified in 41 C.F.R. 60-1.8, that it does not and will not maintain or provide for its
employees any segregated facilities at any of its establishments and that it does not and will not permit its employees to perform their
services at any location under its control where segregated facilities are maintained. As used in this certification, the term "segregated
facilities" means, but is not limited to, any waiting rooms, work areas, restrooms, and washrooms, restaurants and other eating areas,
timeclocks, locker rooms and other storage or dressing areas, parking lots, drinking fountains, recreation or entertainment areas,
transportation and housing facilities provided for employees which are segregated by explicit directive or are in fact segregated on the basis
of race, color, religion, or national origin, because of habit, local custom, or otherwise. Contractor further agrees that it will obtain identical
certifications from proposed contractors and subcontractors prior to award of contracts or subcontracts unless they are exempt under 41
C.F.R. 60-1.5.

(b) Small Business Subcontracting Plan (48 CFR 52.219-9) (applicable only to Federal Sub-Agreements in support of Federal Contracts):
Unless Contractor is a small business for purposes of this Federal Sub-Agreement as defined by 13 CFR Part 121, Contractor agrees to
adopt a subcontracting plan for small business concerns that complies with the requirements of 48 CFR 52.219-9.

(c) Small Business Size Representation (applicable only to Federal Sub-Agreements in support of Federal Contracts): Any person who
misrepresents a firm's status as a small business concern in order to obtain a contract to be awarded under the preference programs
established pursuant to Sections 8(a), 8(d), 9, or 15 of the Small Business Act ("the Act") or any other provision of Federal law that
specifically references section 8(d) for a definition of program eligibility, shall (a) be punished by imposition of a fine, imprisonment, or both;
(b) be subject to administrative remedies; (c) be ineligible for participation in programs conducted under the authority of the Act.

(d) Rated Orders Under The Defense Priorities And Allocations System (applicable only to Federal Sub-Agreements in support of Federal
Contracts): Orders issued hereunder may be rated orders, certified for national defense use. If so, Contractor is required to follow all the
provisions of the Defense Priorities and Allocations System regulations (15 C.F.R. Part 700).

(e) Inspection System (not applicable to Federal Sub-Agreements in support of those Federal Contracts awarded to Company pursuant to 48
C.F.R. Part 12, entitled “Acquisition of Commercial Items”): It is not anticipated that the goods and services purchased by ExxonMobil under
this Federal Sub-Agreement will be inspected at destination by the Government to ensure conformance and technical requirements as
specified herein. Nevertheless, ExxonMobil's Government customer(s) have the right to inspect and test all services and supplies called for
by the Federal Sub-Agreement or Order, to the extent practicable at all times and places during the time of ExxonMobil's Prime-Contract. If
the Government elects to perform inspections or tests on the premises of Contractor, Contractor shall furnish all reasonable facilities and
assistance of the safe and convenient performance of these duties at no additional cost to ExxonMobil or the Government.

(f) Jobs for Veterans Act (applicable only to Federal Sub-Agreements in support of Federal Contracts): Contractor will take affirmative action to
employ and advance in employment qualified covered veterans as defined in 38 USC 4211, as amended, and regulations issued
thereunder.

Contractor shall, if and to the extent required by applicable laws regulations, and/or orders, include the terms and conditions specified by the
foregoing clauses and regulations into every non-exempt subcontract or purchase order so that these terms and conditions will be binding upon
each subcontractor and subvendor.

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 EXHIBIT F, ATTACHMENT 24
(Jurisdiction: U.K.)

1. Modification to Clause 5 of Exhibit B:

In the expression of Independent Contractor status in Clause 5 of Exhibit B where ever the phrase "Contractor's
employees" is used, it shall be deemed to mean and include "all persons who at any time are engaged in the
provision of Services under or pursuant to the Order".

2. Addition to Clause 23: Right of Removal of Exhibit B:

Any request for removal from Work Site by Buyer is not intended to be and will not be deemed to be a direction or
request to terminate (or procure the termination of) the contract of employment of the individual in question.

3. Additional Paragraphs:

Paragraph 1
1.1 Contractor shall pay all salaries, fees, charges, taxes and contributions of all persons who at any time are engaged in
the provision of Services under or pursuant to the Agreement and without prejudice to the generality of the foregoing
Contractor shall at all times fully and effectively indemnify keep indemnified and hold harmless Buyer and its officers
employees and contractors from time to time (whose loss shall be deemed to be loss suffered or incurred by Buyer
and on whose behalf Contractor hereby acknowledges Buyer shall be entitled to claim) from and against all costs,
losses, damages, fees, expenses and charges (including without limitation legal fees) arising from any claim
howsoever and whensoever arising (and including by way of example but not limitation any law or regulation relating
to the transfer of all or any part of any undertaking business or contract) by or in relation to all or any of such persons
connected in any manner with their contract of employment or their contract for the provision of Services (in particular
but without limitation any claim of a breach of contract redundancy or unfair dismissal).

1.2 Without prejudice to the generality of the foregoing Contractor shall indemnify, keep indemnified and hold harmless
Buyer against all costs, losses, damages, fees, expenses and charges (including without limitation legal fees) arising
from or in connection with any amount charged to Buyer or increased costs borne by Buyer as a result of any acts or
omissions whatsoever of Contractor in respect of any of such persons as referred to in subparagraph (1.1) above
taken (or not taken) prior to on or subsequent to the transfer of such personnel from any contractor appointed by
Buyer at any time to Contractor and/or from Contractor to Buyer or any contractor subsequently appointed by Buyer
to provide all or any part of Services.

1.3 In the event that the Agreement is terminated by Company pursuant to Article 2 or an Order is terminated by Buyer
pursuant Clause 3 of Exhibit B, Buyer reserves the right to terminate the contract or employment relationship of any
person whose contract or employment relationship shall be deemed to have transferred to Buyer upon termination of
the Agreement or Order as a result of the Transfer of Undertakings (Protection of Employment) Regulations 1981. In
such event Contractor shall indemnify keep indemnified and hold harmless Buyer against all costs, losses, damages,
fees, expenses, and charges (including without limitation legal fees) arising from or in connection with any claim made
by such a person against Buyer in relation to Buyer's termination of their contract or employment relationship.

1.4 During the six months prior to the date of expiry of an Order, Contractor agrees that it shall review with Buyer the
transfer to other work of any persons engaged in the provision of Services under or pursuant to the Agreement and
shall not take any action in respect thereof without the prior written consent of Buyer.

1.5. Contractor agrees that not later than six months prior to the expiry or earlier termination of an Order, howsoever
caused, Contractor will provide Buyer or any approved third party with all such information as is necessary to enable
Buyer and/or a potential new contractor to assess its potential liability under the Transfer of Undertakings (Protection
of Employment) Regulations 1981 in respect of any persons engaged in the provision of Services under or pursuant
to the Agreement (including without limitation details of length and terms of service of any relevant persons). In
addition no later than 28 days after the date of expiry or earlier termination of an Order employment records of such
persons shall be provided to Buyer or any new contractor appointed by Buyer as Buyer directs.

Paragraph 2
2.1 In this clause “the 1998 Act” means the Data Protection Act 1998, and the terms “data controller”, “data subject”, and
personal data shall have the meaning specified under the 1998 Act.

2.2 Buyer’s information provided to Contractor pursuant to any Order or created or arising out of data and records of
Buyer or any Affiliate shall be and remain the property of Buyer or the relevant Affiliate. Contractor acknowledges
that Buyer information is provided to Contractor for the purpose of enabling Contractor to perform the Services and
Buyer’s information so provided or created or arising out of the Services is to be used solely for the benefit of the
Buyer. The Contractor shall from time to time, as requested by Buyer, provide Buyer (or as Buyer directs) with a
copy of any part of Buyer’s information that the Buyer might reasonably request. Contractor agrees and undertakes:

6
 (a) to use any personal data in respect of which Buyer is the data controller, only in accordance with Buyer’s
written instructions.

(b) to comply with the requirements of the 1998 Act, and in particular Contractor confirms that it has in place
appropriate technical and organizational processes and procedures to safeguard all personal data received
from Buyer from and against any unauthorized processing, accidental loss, destruction, or damage.

(c) to assist Buyer, free of charge, with any subject information request that may be received from data subjects
in relation to the personal data referred to in 2.2(a) above.

Paragraph 3 - The following clause is only applicable to Orders for the supply of personnel:

3.1 Where pursuant to an Order, Contractor provides personnel who shall work under the direct supervision of Buyer
(such service hereafter called "Personnel Services") Contractor warrants that:

(a) it does and will comply with the code of practice issued pursuant to the Employment Agencies Act 1973 and
any amendments thereto from time to time

(b) in the event that any such personnel provided shall in Buyer's sole judgement fail to prove satisfactory or
suffer any injury or illness, Contractor shall on notification from Buyer withdraw the said personnel within 24
hours and shall, if requested by Buyer within 48 hours of such notification provide a replacement personnel

3.2 Contractor shall have entered into a contract of service with such personnel who will include a disciplinary code that is
in conformity with the ACAS Code of practice and legislation as amended from time to time.

3.3 Contractor shall make all appropriate tax deductions and pay all appropriate National Insurance contributions and
other Social Security payments due in respect of personnel.

3.4 Contractor should take all reasonable steps to ensure that good industrial relations exist with its personnel and pay
wages to such personnel who are fair and reasonable in the context of Personnel Services and the location at which
Personnel Services are provided.

7
 EXHIBIT G: HEALTH AND SAFETY REQUIREMENTS

The terms and conditions set forth in the below-listed Attachments shall apply in each jurisdiction as indicated. The words
"Contractor” and "Supplier" may be used interchangeably.

Attachment 1: U.K.

Attachment 2 : Norway

Attachment 3 : Belgium, Netherlands, and Luxembourg

Attachment 4 : Austria

Attachment 5 : Italy

Attachment 6 : Finland

Attachment 7 : Canada

Attachment 8 : Venezuela

Attachment 9: All other jurisdictions not specifically named in the foregoing Attachments

Whenever work is performed in countries other than those attached, the country specific Terms and Conditions will be added
to this Exhibit G.

8
 EXHIBIT G, ATTACHMENT 1
(Jurisdiction: U.K.)

HEALTH AND SAFETY, THE COSSH REGULATIONS AND THE ENVIRONMENT

1.1 Contractor shall take all reasonable precautions necessary to protect its personnel, the employees of Buyer, other
contractors, agents, customers, members of the general public, and the environment, and without limitation shall
comply and secure compliance by its employees, sub-contractors, agents, and licensees with:
a) all statutory legislation relating to health safety and the environment, including, but not limited to,
the Health and Safety at Work Act 1974 and the Environmental Protection Act 1990, any
amendments thereto and all regulations and orders made thereunder.
b) all Buyer’s safety and other regulations and procedures which apply to the location at which the
goods or services are being provided.

1.2 Buyer reserves the right to exclude from its premises any person failing to meet such regulations and procedures and
to refuse access to any person without the necessity of specifying the reason for such refusal.

1.3 Contractor shall when supplying articles or substances ensure that it submits data sheets in accordance with the
COSHH regulations and in all cases ensure that there will be available in connection with the use at work thereof
adequate information about an article's use for which it is designed and has been tested, or about the results of any
relevant tests which are being carried on or in connection with a substance, and about any conditions necessary to
ensure that, when properly used, the article or substance will be safe and without risk to health.

1.4 Contractor warrants that in the performance of the service it will comply with all laws, rules, regulations and orders
relating to the protection of the environment and without limitation will take all reasonable precautions to avoid
pollution of any type and releases of any emissions damaging to the environment.

The following clauses shall apply to the extent that services are performed on Buyer’s premises

1.5 The Contractor will as part of the Services:

a) inspect all parts of Buyer's premises that any of Contractor's employees and Subcontractors will be working
upon
b) conduct risk assessments ("Risk Assessment") for all the tasks that Contractor's employees or
subcontractors will be engaged upon as required by the Health and Safety at Work Act 1974 and the
Regulations made thereunder
c) deliver the Risk Assessment to Buyer's Designated Representative (as defined in the General Terms) at
least 14 working days prior to any of Contractor's employees or Subcontractors commencing any work upon
any of Buyer’s premises
d) inform Buyer of any hazards in the work place identified by the inspection of Buyer's premises and the
conduct of the Risk Assessment
e) co-operate with Buyer in the formulation of best working practices for the performance of all tasks under the
Order and safe access and safe working environment at all Buyer premises where Contractor's employees
or contractors are working
f) formulate for Buyer's approval and ensure that all Contractor's employees comply with a safe system of work
for the performance of all tasks under the Order including the handling storage and transport of all articles
and substances
g) conduct any necessary instruction training and supervision of Contractor's employees and Subcontractors as
necessary for the implementation of a safe system of work
h) supply at its own cost to all of Contractor's employees and Subcontractors any protective equipment and
clothing necessary for the safe performance of all tasks under the Order

9
 EXHIBIT G, ATTACHMENT 9

(Jurisdiction: All other jurisdictions)

Contractor agrees to comply with any and all health and safety requirements of Buyer, such as Buyer's site or plant
regulations or procedures, Buyer's safety rules for Contractor personnel, and any specific health and/or safety rules for the
work or Services that are the subject of an Order.

Contractor and any subcontractors shall work according to all applicable safety regulations issued by public authorities and
Esso for work at Esso's plants and shall handle and leave equipment and plant in accordance with these regulations. Specific
requirements shall be defined before the Order is carried out. Safety equipment shall be used in accordance with applicable
rules for this type of work. Personal injuries and "near-miss" accidents, which might occur during work at the plants, shall be
reported immediately to the contact person/requistioner at Esso.

10
 EXHIBIT H: DRUG AND ALCOHOL REQUIREMENTS

The terms and conditions set forth in the below-listed Attachments shall apply in each jurisdiction as indicated. The words
"Contractor" and "Supplier" may be used interchangeably.

Attachment 1: U.K.

Attachment 2 : Norway
- High Exposure
- Low Exposure

Attachment 3 : Belgium, Netherlands, Luxembourg

Attachment 4 : Austria

Attachment 5 : Finland

Attachment 6 : France

Attachment 7 : Italy

Attachment 8 : Canada

Attachment 9 : Venezuela

Attachment 10: All other countries and other jurisdictions not specifically named in the foregoing Attachments
- High Exposure
- Low Exposure

Whenever work is performed in countries other than those attached, the country specific Terms and Conditions will be added
to this Exhibit H.

11
 EXHIBIT H, ATTACHMENT 1
(Jurisdiction: U.K.)

1. In the performance of any work and/or services for Buyer, Contractor shall maintain strict discipline and good order
among its employees, agents and sub-contractors and the employees and agents of its sub-contractors ("Contractor's
Employees") and shall not permit any of them to engage in activities which Buyer deems contrary or detrimental to
Buyer's interests. If Buyer should request that any of Contractor's Employees be removed from premises owned,
occupied, or controlled by Buyer or any of its associated companies ("Buyer Premises") or from performance of all or
any work and/or services under or pursuant to this Contract for any reason, then Contractor shall accede to such
request forthwith and, if requested by Buyer forthwith shall provide a replacement acceptable to Buyer at no additional
cost to Buyer.

2. Contractor shall ensure that none of Contractor's Employees:

(i) Perform any work and/or services for Buyer while under the influence of alcohol or any controlled substance.
(ii) Misuse legitimate drugs or possess, use, distribute or sell illicit or unprescribed controlled substances or drug
paraphernalia while on Buyer Premises or while performing any work and/or services for Buyer.
(iii) Possess, use, distribute, or sell alcoholic beverages on Buyer Premises.

3. Contractor has adopted or shall adopt forthwith its own written work rules, policies and procedures and shall enforce
these to ensure a drug and alcohol free work place while performing work and/or services for Buyer and in particular
but without limitation to ensure compliance with the obligations set out above. If requested by Buyer, Contractor shall
submit all or any of such rules, policies and procedures for review.

4. Contractor shall test Contractor's Employees immediately following:

(i) Any serious incident which occurs in respect of, or relates to, Contractor's Employees and/or any work and/or
services and/or other activities in whose performance they have been involved in any manner while on Buyer
business or on premises owned, occupied or controlled by Buyer or any of its associated companies. For these
purposes 'serious incident' shall mean any incident which falls within a particular class of incidents, or any
particular incident, which Buyer may from time to time notify to Contractor as being a class of serious incidents
or a serious incident; or
(ii) The occurrence of any incident in respect of, or in relation to, Contractor's Employees and/or any work and/or
services and/or other activities in whose performance they have been involved in any manner where drug and/or
alcohol use and/or abuse could have been a contributing factor or where Buyer wishes to determine whether
drug and/or alcohol use and/or abuse could have been a contributing factor; or
(iii) If Buyer so requires at any time, the Contractor becoming aware that cause exists to suspect alcohol and/or
drug use and/or abuse by Contractor's employees or being informed by Buyer that Buyer believes that such
cause exists, and
(iv) Contractor shall not use any Contractor's Employees to perform any work and/or services for Buyer who refuse
to take or test positive in any alcohol and/or drug test.

5. Buyer reserves the right to conduct searches without prior notice of the possessions, vehicles, and other property of
Contractor and/or Contractor's Employees while on Buyer Premises. Any person who refuses to cooperate with any
such search shall be removed from such premises and not permitted to return. Contractor shall require Contractor's
employees to submit to such searches by Buyer and/or Contractor.

6. Contractor shall ensure that all Contractor's Employees are made fully aware of the content and purpose of
Contractor's work rules, policies and procedures relating to the use and/or abuse of drugs and/or alcohol and that the
potential consequences of failure to comply with such rules, policies and procedures has been or shall have been
communicated to all Contractor's Employees prior to the provision of any work and/or services by them for Buyer.

7. Buyer shall have the right, but no the obligation, to perform unannounced audits of Contractor's alcohol and drug
program without prior notice to verify that Contractor's policies, rules and procedures and their enforcement are
acceptable to Buyer.

8. Contractor shall enforce its policies, rules and procedures with appropriate drug and alcohol testing program.
Contractor's testing policy shall specify such substances, testing frequency, and threshold levels that Buyer may from
time to time approve or require. Contractor shall ensure that:
(i) All testing is carried out by a suitable and appropriately qualified person and is analyzed by a reputable laboratory
approved in advance by Buyer.
(ii) All urine and other samples are properly and lawfully obtained, that there is a proper and secure chain of custody
for all samples and that testing is otherwise carried out in accordance with such protocol and procedures as Buyer
may notify to Contractor from time to time.

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 (iii) A proper medical review process is in place to correctly assess the significance of the results of tests and analyses.
(iv) Full and accurate details of all test results (including without limitation the nature and concentrations of any
substances present) are communicated in writing to Buyer forthwith and that all necessary consents required to
disclose such results to Buyer have been obtained in advance.

9. Contractor shall ensure and shall certify that all Contractor's Employees who are to perform any work and/or services in
any position which Buyer may from time to time determine to be a safety sensitive or designated position have passed
a pre-access alcohol and drug test within the twelve month period immediately prior to commencing such work and/or
services. Any type of alcohol and drug test conducted during this period as part of the Contractor's substance use
and/or abuse program that meets the standards contained or referred to in this Contract may be used to satisfy this
requirement.

10. In addition, Contractor shall ensure that Contractor's Employee's who perform any work and/or services in a position
which Buyer has determined to be a designated position shall be subject continuously without prior notice to a
continuous program of random alcohol and drug testing and, where required by Esso, regular fitness checks.

11. For the purpose of this Attachment "controlled substance" shall have the same meaning as "controlled drug" in the
Misuse of Drugs Act 1971 and shall also include without limitation the following list of substances (which list Buyer
reserves the right to modify, supplement of vary from time to time by written notice to Contractor):

marijuana, cocaine, amphetamines/methamphetamines, opiates, phencyclidines, barbiturates, methadone,

propoxyphene, benzodiazapines, methaqualone.

12. Contractor accepts and acknowledges that Buyer shall have no liability for, nor obligation to pay compensation
(whether arising as a result of tort, breach of contract or otherwise) for any loss, damages, expenses or costs
whatsoever in respect of or relating to any claim (including without limitation any claim for unfair dismissal or breach of
contract) arising from the Contractor dismissing any person or terminating the provision by any person of any work
and/or services under or pursuant to the Contractor's drug and alcohol use and/or abuse policy or pursuant to the
provisions of this Attachment. This provision shall survive the termination of the Agreement for any reason.

13. Contractor shall at all times fully and effectively indemnify and hold harmless Buyer against and in respect of any claim
arising from or in relation to Contractor dismissing any person or terminating the provision by any person of any work
and/or services under Contractor's drug and alcohol use and/or abuse policy or pursuant to the provisions hereof.

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 EXHIBIT H, ATTACHMENT 10
(Jurisdiction: All other countries and other jurisdictions)

Contractor Drug and Alcohol Policy Requirements

(For Low Exposure Contract Services)

1. Contractor's employees, agents, and subcontractors ("Contractor Personnel") shall not be under the influence of, use,
possess, distribute or sell alcoholic beverages, or illicit or controlled drugs for which the person has no valid prescription,
use, possess, distribute or sell drug paraphernalia, or misuse legitimate prescription or over-the-counter drugs on or when
handling ExxonMobil real or tangible personal property ("ExxonMobil Property") or while providing services to third parties
on behalf of ExxonMobil. Under the Influence means: (1) the presence of: (a) illicit or controlled drugs or mood or mind
altering substances, (b) prescribed drugs that are used in a manner inconsistent with the prescription, (c) alcoholic
beverages, or (d) metabolites of any of them in body fluids above the cut-off level established by Contractor's Policy;
and/or (2) the presence of any of those substances that affects an individual in any detectable manner. The symptoms of
influence may be, but are not limited to, slurred speech or difficulty in maintaining balance.

2. Contractor has adopted, or will adopt, its own policy to assure a drug and alcohol free workplace on ExxonMobil Property
("Contractor's Policy").

3. Contractor will permanently remove any Contractor Personnel who violates Paragraph 1 on ExxonMobil Property.

4. Contractor will remove any Contractor Personnel from ExxonMobil Property any time Contractor or ExxonMobil suspects
that individual of alcohol/drug use, or any time an incident occurs where drug or alcohol use could have been a
contributing factor. An individual so removed will be allowed to return to ExxonMobil Property or providing services to
third parties on behalf of ExxonMobil only after Contractor conducts alcohol and drug testing on the individual as soon as
possible following the individual's removal, and Contractor certifies in writing the test identification number, the individual's
government work identification number, the test date and time, and a negative test result. On that written certification
Contractor will include a consent signed by the individual permitting disclosure to ExxonMobil of the test result. The entity
providing testing and related services must at a minimum satisfy U.S. Department of Transportation standards.
Contractor will not use an individual to perform work for ExxonMobil who either refuses to take, or tests positive in, any
alcohol or drug test.

5. Contractor's Policy and its implementation shall prohibit Contractor and Contractor Personnel from using, possessing,
selling, manufacturing, distributing, concealing, or transporting on ExxonMobil Property any contraband, including
firearms, ammunition, explosives, and weapons.

6. ExxonMobil may, without prior notice, search the person, possessions, and vehicles of Contractor Personnel on
ExxonMobil Property. Any person who refuses to cooperate with such search will be removed from ExxonMobil Property
and not allowed to return.

7. Contractor will comply with all applicable drug and alcohol related laws and regulations, e.g., United States Department of
Transportation regulations, United States Department of Defense Drug-Free Workplace Act of 1988.

8. ExxonMobil shall have the right to perform unannounced audits of Contractor's alcohol and drug program to verify that
Contractor's Policy and enforcement is acceptable to ExxonMobil management.

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 EXHIBIT I: COORDINATION PROCEDURE

This Coordination Procedure provides additional detail regarding the administrative responsibilities and interfaces involving
Buyer and Contractor. For an individual Order, this Coordination Procedure may be amended by mutual agreement between
Contractor and Buyer without amendment to the Agreement.
Correspondence
All formal text written on Buyer's behalf using word processor, e.g., documents, reports, etc., will be in Microsoft Word unless
approved otherwise by Buyer.
Buyer may require Contractor to confirm in writing significant instructions or clarifications transmitted by telephone or in person
within five (5) working days. Facsimiles need not be confirmed if the message is complete and requires no futher clarification.
At Buyer’s request, Contractor will prepare meeting agenda and minutes.
Contractor Personnel
Buyer reserves the right to approve any Contractor personnel prior to assignment to perform Services under an Order. Buyer
may require interviews of candidates prior to approval.
Contractor's key personnel will be not be reassigned without Buyer's prior written approval, which will not be unreasonably
withheld if such reassignment is consistent with Contractor’s normal personnel policies. Reassignments initiated by the
Contractor and subsequent replacement will be at Contractor's expense.
All work and work plans will be based on a forty (40) hour per man workweek, unless previously authorized by Buyer. Prior
written approval will be required before any premium time work is performed or charged to the Buyer.
Subcontractors
Buyer reserves the right to require Contractor to competitively bid subcontracts as a condition of Buyer’s approval. In such
event the Buyer reserves the right to:
 approve bid lists for before the inquiries are issued;
 require Contractor to submit for Buyer’s approval the evaluation methodology to be used to determine the successful
bidder; and
 require an award recommendation documenting the bid results and suggested winner; and
 approve the successful bidder.
When selecting potential subcontractors for Buyer’s approval, or developing bid slates for potential subcontractor Services,
Contractor shall make reasonable effort to include qualified minority or women owned business enterprises.
Contractor shall review any Subcontractor claim(s) with Buyer prior to resolving such claim(s), in order for such Subcontractor
cost to be reimbursable by Buyer.

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 EXHIBIT P: MALARIA CONTROL PROGRAM

Where Buyer has implemented and/or requires a malaria control program in a location where Contractor will provide Services,
Contractor shall develop and implement a site-specific program for the control of malaria for its employees and Subcontractors
working in or traveling to such locations while providing Services to Buyer which is at least as stringent as the Buyer's Malaria
Control Program. Such program shall, at a minimum, include educating Contractor's employees and Subcontractors as to the
following: enhanced awareness of the disease and the seriousness of infection; steps to take to prevent bites; appropriate use
of malaria chemoprophylaxis scientifically shown to be at least as effective in preventing development of the type(s) of malaria
found in the region where Services will be performed for Buyer as those medications approved by Buyer for its employees;
and the critical importance of early diagnosis and treatment in the event of suspected infection. In providing Services,
Contractor shall not assign, and shall ensure that its Subcontractors do not assign, any non-immune person to work in or
travel to malarial areas, if such person is unable or unwilling to agree in writing, or legally prohibited from agreeing in writing, to
comply with Contractor's malaria control program including, but not limited to, taking appropriate malaria chemoprophylaxis
and submitting to periodic, unannounced, and random testing for the presence of chemoprophylactic medication in his/her
system and Contractor shall immediately remove from the assignment any person who after having executed such an
agreement later decides to revoke that agreement. Contractor shall also provide an emergency medical contact for its
employees who may experience possible malaria symptoms while not in a malarial area. This contact must be familiar with
the type of malaria in the area which the person had visited, its symptoms and treatment and available 24 hours per day, 7
days per week to help facilitate the person's ability to get appropriate treatment in a timely manner. Buyer shall provide a copy
of its Malaria Control Program upon request for Contractor's use as a reference in developing its program.

Buyer may require Contractor to verify, and ensure that its Subcontractors verify, the use of chemoprophylaxis by their
respective non-immune employees through laboratory testing or other means acceptable to Buyer on a cost reimbursable
basis. Upon written request from Contractor, Buyer will help facilitate Contractor's use of the same personnel and laboratories
for Contractor's employee testing as Buyer is using for its employees. Should Contractor choose to use these personnel,
Buyer will pay all fees for the services provided and test results will be provided to Contractor's designated medical review
officer (not to Buyer or to any non-medical personnel in Contractor's organization). Should Contractor choose to use other
means for collecting, storing, testing and reporting, Buyer reserves the right to audit the processes and facilities and to
determine acceptability to Buyer of those alternative providers. Buyer further reserves the right to refuse to reimburse any
amount charged by the alternative providers which is in excess of that which would have been charged had Contractor chosen
to use the same providers as Buyer. Buyer may review Contractor's program and actual implementation measures for
acceptability to Buyer.

Contractor agrees to provide written notice to Buyer within 24 hours of learning of any stewardable case of malaria
experienced by any Contractor or Subcontractor personnel providing Services to Buyer. For purposes of this notification
requirement, a "stewardable case of malaria" shall include any death as a result of malaria whether previously diagnosed or
not; a diagnosed case of malaria in a semi-immune person (i.e., a person born and raised to the age of at least 5 years in a
location that has similar intensity of transmission as the location of the current malaria exposure who has not been away from
such exposure for more than 12 months preceding the current period of exposure), which also includes any one of the
following: 1) hospitalization, 2) 5% or higher level of parasitemia, or 3) meeting the World Health Organization (WHO) criteria
for severe malaria; and any diagnosis of malaria in a non-immune person [anyone other than a "semi-immune person"].

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 EXHIBIT R: CELLULAR TELEPHONE USE

The parties hereto agree that Supplier or Contractor, however referred to in the Agreement, Contract, or Order, as the case
may be, to which this Exhibit is attached, shall be referred in this Exhibit as "Supplier." As used herein, "ExxonMobil" refers to
Exxon Mobil Corporation and/or its affiliated companies.

Supplier, its employees, agents, and subcontractors shall comply with the requirements set forth in this Exhibit. Supplier shall
notify its employees, agents, and subcontractors of the requirements of this Exhibit.

A. Cell-phones, whether hands-free or hand-held, may not be used during the time Supplier is driving while performing
services exclusively for ExxonMobil, regardless of whether the vehicle is owned by ExxonMobil. Without limiting the
generality of the foregoing, cell phones may not be used while driving during:

(i) Travel between sites or locations at which Supplier performs services for ExxonMobil ("ExxonMobil Sites"),
regardless of whether such sites are owned or operated by ExxonMobil,
(ii) Transportation of ExxonMobil personnel, regardless of whether non-ExxonMobil personnel are concurrently
transported, or
(iii) Travel to a point of departure, such as an airport, train station, or port, for a trip involving business related to
ExxonMobil.

B. The foregoing prohibition against cell phone use does not apply to:

(i) The daily commute between the driver's residence and the ExxonMobil Site,
(ii) Commutes between an ExxonMobil Site and non-ExxonMobil businesses for which Supplier, its employees,
agents, or subcontractors may perform work,
(iii) Common carriers,
(iv) Private carriers, manufacturers, distributors, and suppliers that transport both ExxonMobil and non-ExxonMobil
items in their vehicles,
(v) Citizen band and/or two-way radios,
(vi) Use while the vehicle is properly parked in a rest area, designated parking area, or other safe location, and
(vii) Use of cell phones by passengers if the use is not a distraction to the driver of a passenger vehicle.

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