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Brunei Shell Petroleum Company

Slickline WRFM & Associated Services


Contract No. C190080/TWC Invitation to Tender

INVITATION TO TENDER
C190080/TWC
SLICKLINE WRFM & ASSOCIATED SERVICES

BSP Page 1 of 53
Brunei Shell Petroleum Company
Slickline WRFM & Associated Services
Contract No. C190080/TWC Invitation to Tender

TABLE OF CONTENTS

INVITATION LETTER

SECTION A – TENDER ACKNOWLEDGEMENT

SECTION B - INSTRUCTIONS TO TENDERERS


1. PURPOSE OF INSTRUCTIONS
2. TENDER ACKNOWLEDGEMENT
3. REQUESTS FOR FURTHER INFORMATION
4. SECRECY DECLARATION
5. BUSINESS PRINCIPLES DECLARATION
6. SHAREHOLDING, JOINT VENTURES/PARTNERSHIPS/ALLIANCES
7. PREPARATION OF TENDER
8. RETURN OF TENDERS
9. CONSIDERATION OF TENDERS
10. ACCEPTANCE OF TENDERS
11. E-TENDERING RULES

SECTION C – FORM OF TENDER


FORM OF TENDER
TENDER APPENDICES
APPENDIX 1 – LOCAL BUSINESS DEVELOPMENT (LBD)
1.1 Ownership
1.2 Financial Details
1.3 Local Employment and Local Content
1.4 Social Contribution
1.5 Ex-BSJV Details
1.6 Reasonable Wages and Working Hours
APPENDIX 2 – TECHNICAL
2.1 Health, Safety, Security and Environment
2.2 Statement of Resources
2.3 Quality (QA/QC/QCS) Management
2.4 Method Statement, Execution Plan, Schedule and Deliverables
2.5 Road / Land Transport
2.6 Scope Specific Questions

APPENDIX 3 – PRE-COMMERCIAL / COMMERCIAL


3.1 Secrecy Agreement
3.2 Declaration of Business Principles
3.3 Business Structure
3.4 Schedule of Prices
3.5 Payment Details
3.6 Declaration by Tenderer
Attachment 1 – Form of Parent Company Guarantee
Attachment 2 – Form of Secrecy Declaration
Attachment 3 – Form of Declaration of Business principles

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Brunei Shell Petroleum Company
Slickline WRFM & Associated Services
Contract No. C190080/TWC Invitation to Tender

Dear Sirs,

C190080/TWC- SLICKLINE WRFM & ASSOCIATED SERVICES

Brunei Shell Petroleum Company Sendiran Berhad (“COMPANY”) invites you (“TENDERER”) to submit a
TENDER for the provision of Surface & Subsurface Well Testing Services, more particularly set out in Part IV
– FORM OF CONTRACT DOCUMENTS of this Invitation to Tender in accordance with the terms and
conditions of the Invitation to Tender (“ITT”) attached.
This ITT is comprised of the following:-
i. This letter
ii. SECTION A TENDER ACKNOWLEDGEMENT
iii. SECTION B INSTRUCTIONS TO TENDERERS
iv. SECTION C FORM OF TENDER
This ITT does not constitute an offer and is subject to the terms and conditions in the ITT pack. Any costs
incurred in the preparation, presentation, demonstration or any other aspect in the process of submission of
your Tender to this ITT, evaluation, and contract negotiation is the responsibility of the TENDERER.
The COMPANY reserves the right to reject any and all TENDERS received. The TENDER submitted by
TENDERER shall be firm and the COMPANY shall have the right to accept any TENDER at any time before
the expiry of one hundred fifty (150) calendar days from the TENDER Deadline.
Any questions concerning this Invitation Letter must be directed to the following focal person only:
Name: Faizun Aminuddin Yaakub
Email address f.yaakub@shell.com
Please note that contacting any person other than the focal person above may jeopardise our consideration
of your TENDER.
You are required to submit your TENDER no later than Monday 9:00am 27th January 2020 (“Tender
Deadline”). Late bids will not be entertained nor admitted.
Please read the Tender Instructions in the ITT pack carefully as FAILURE to comply with the procedures
contained therein may invalidate your TENDER.
You are required to submit a signed and scanned portable document copy (pdf) of the Form of
Acknowledgement no later than three (3) calendar after issue date of the ITT by email to the above-mentioned
focal point and to upload the same Form of Acknowledgement in Emptoris. [For Emptoris, kindly refer to Part
I – ITT- Section 4 (a) and (b) – Delivery of Tender for instructions to upload into Emptoris].

We look forward to receiving your TENDER.

Yours faithfully,

Faizun Aminuddin Yaakub

SCM/513

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Brunei Shell Petroleum Company
Slickline WRFM & Associated Services
Contract No. C190080/TWC Invitation to Tender

SECTION A – TENDER ACKNOWLEDGEMENT

BRUNEI SHELL PETROLEUM COMPANY SENDIRIAN BERHAD


Jalan Utara
Seria KA2933
Negara Brunei Darussalam
For the attention of FAIZUN AMINUDDIN YAAKUB

Dear Sir,

TENDER NO: C190080/TWC


TENDER TITLE: SLICKLINE WRFM & ASSOCIATED SERVICES

We acknowledge receipt of your Invitation to Tender (ITT) in respect of the above referenced services.
We have received all the documents listed in the ITT without damage and in usable condition.
We have read the ITT and we confirm that we intend to submit a bona-fide Tender by the date and time stated
in your letter of Invitation to Tender unless we advise otherwise within one (1) week of the date
collected/received.
We confirm that if we do not submit a TENDER by the due date, or we are advised by Brunei Shell Petroleum
Company Sendirian Berhad that our TENDER has been unsuccessful, we shall return all TENDER documents.
We confirm that we shall return the Non-Disclosure Agreement and the Declaration of Business Principles
within seven (7) days of receipt of Tender Documents.

Name of TENDERER : ____________________________________________________________

Name of person : ____________________________________________________________


Receiving documents
On behalf of TENDERER

Signature : ____________________________________________________________

Position : ____________________________________________________________

Date : ____________________________________________________________

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Brunei Shell Petroleum Company
Slickline WRFM & Associated Services
Contract No. C190080/TWC Invitation to Tender

SECTION B – INSTRUCTIONS TO TENDERERS


1. PURPOSE OF INSTRUCTIONS
1.1. By this ITT, potential Contractors (hereinafter referred to as "TENDERERS)" are invited by Brunei
Shell Petroleum Company Sendirian Berhad (hereinafter referred to as "COMPANY") to submit
competitive sealed offers (hereinafter referred to as "TENDERS") for the certain goods and services,
including surface well testing, drill stem tool, tubing conveyed perforation, subsea tools (hereinafter
referred to as the "WORK"), on the terms and conditions set forth below.
1.2 These Instructions to TENDERERS are part of and are to be read in conjunction with all other Sections
of the Tender Documents.
1.3 Their purpose is to inform TENDERERS of the proper procedures, which must be complied with, and
practices adopted to satisfy the requirements of COMPANY for the submission of TENDERS and
award of contracts. Deviations from these practices may result in the offered TENDER being rejected.
1.4 Where COMPANY sees fit, the INSTRUCTIONS TO TENDERERS printed in Malay may be attached
separately, however the main body of the document is in English. Queries regarding interpretation
should be directed to the host via E-tendering in English.
1.5 DEFINITIONS
Unless explicitly defined otherwise in this ITT, the capitalised word and phrases used in this ITT have
the meanings given to them in Section 2 and Section 4 of the CONTRACT attached hereto.

2. TENDER ACKNOWLEDGEMENT
2.1 TENDERERS are required to complete the TENDER ACKNOWLEDGEMENT included in Section A
of the Tender documents, and return an e-copy of the signed acknowledgement to the host via e-
tendering within seven (7) days of receipt of the ITT.
2.2 Should the completed TENDER ACKNOWLEDGEMENT not be received, COMPANY shall assume
that the TENDERER does not intend to TENDER and no further notices, addenda or bulletins shall
be issued to the TENDERER.
3. REQUEST FOR FURTHER INFORMATION
3.1 Any request for further information/clarifications or site visits which may be required by the
TENDERER in order to complete it’s TENDER or make any interpretation thereof, must be submitted
via Emptoris addressed to the Host. Any such request must be made not later than seven (7)
calendar days prior to the closing date for TENDERS. TENDERER’S should note that no verbal
communication should be made to COMPANY personnel during the TENDER process and that any
such communication may result in TENDERER being disqualified from submitting a bid.
3.2 Any further information, interpretation, advice or modifications given by or agreed upon by COMPANY
pursuant to 3.1 above shall be distributed to all TENDERERS via Emptoris.
4. NON-DISCLOSURE AGREEMENT
4.1 All TENDERERS must enter into a Non-Disclosure Agreement included in Section C. This document
obliges the TENDERERS not to divulge confidential information and holds the TENDERER
responsible for protection of all COMPANY proprietary information and know-how made available to
it either directly or indirectly.
4.2 TENDERERS shall execute the Non-Disclosure Agreement included in Section C on receipt of the
Tender Documents and return an e-copy to COMPANY via Emptoris addressed to the Host within
seven (7) days of the date of receipt of the ITT.
5. BUSINESS PRINCIPLES DECLARATION
All TENDERERS shall complete the Business Principles Declaration included in Section C. The
declaration is an acknowledgement by the TENDERER that their business principles are consistent
with COMPANY’s and are communicated to their employees, and further, TENDERER recognises the
responsibilities set out in the declaration. The signed declaration is to be returned to COMPANY via
Emptoris addressed to the Host within seven (7) days of the date of receipt of the ITT.

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Brunei Shell Petroleum Company
Slickline WRFM & Associated Services
Contract No. C190080/TWC Invitation to Tender

6. SHAREHOLDING, JOINT VENTURE/PARTNERSHIPS/ALLIANCES


6.1 TENDERER’s intentions regarding the submission of joint venture or contractor partnership
arrangements (if any) must be clearly indicated in the space provided in the Tender Documents or in
a letter accompanying the TENDER. Certified assurances regarding the financial structure and
standing of any such partner companies may be required by COMPANY. TENDERS by partnerships
shall disclose the full names of all partners and shall be signed with the partnership name by one of
the members of the partnership or by an authorised representative. TENDERERS bidding in a
consortium will be have to bare joint and several liability under the CONTRACT for the performance
of the WORK.
6.2 TENDERERS who do not have a base of operations in Brunei may be requested to supply an audited
set of financial statements for the last financial year of business.
7. PREPARATION OF TENDERS
7.1 TENDERERS are required to complete all sections of the Tender Documents which, along with any
annotations on accompanying material, must be in the English language. No TENDER will be
considered if the required particulars are not completed in full.
7.2 The TENDERER shall confirm its proposal on the FORM OF TENDER included in the Tender
Documents and return same together with all other Sections of the Tender Documents, completed as
required.
7.3 The TENDERER is required to submit the TENDER via the e-tendering system, as follows:
(a) Local Business Development (LBD)
The documents submitted shall be marked/titled clearly “LOCAL BUSINESS DEVELOPMENT –
APPENDIX (No)” for each appendix and shall include all LBD information required/described
under SECTION C – FORM OF TENDER. Technical and commercial information shall not be
included in these documents.
(b) Technical
The documents submitted shall be marked/titled clearly “TECHNICAL - APPENDIX (No)” for each
appendix and shall include all technical information required/described under SECTION C –
FORM OF TENDER. LBD and commercial information shall not be included in these documents.
(c) Commercial
The documents submitted shall be marked/titled clearly “COMMERCIAL – APPENDIX (No)” for
each appendix and shall include all commercial information required/described under SECTION
C – FORM OF TENDER, any alternative offers, where applicable, and all other commercial
information. LBD and technical information shall not be included in these documents.
Note: TENDERER should prepare his prices and price breakdowns in accordance with the
requirements of SECTION C – FORM OF TENDER and/or CONTRACT Section 3 – Schedule of
Prices.
7.4 TENDERS shall state, in the FORM OF TENDER, the registered address of the TENDERER and shall
be signed by the usual signature of its principal, whose full name and position shall be typed or printed
in the space provided below the signature.
7.5 When requested by COMPANY, satisfactory evidence of the authority of the person signing on behalf
of the TENDERER must be furnished.
7.6 Should the TENDERER consider that any of the items contained in these Tender Documents for which
it is not given specific opportunity to individually price, has a cash value, it will include the same in the
appropriate element of its commercial submission.
7.7 If the TENDERER should wish to submit an alternative TENDER or a qualified TENDER it may do so
provided this is done under a separate document in addition to a TENDER calculated on the basis set
out in the Tender Documents. Any consideration of such alternative TENDER shall be entirely at the
discretion of COMPANY.
7.8 TENDERERS are to bear responsibility for and pay all costs and expenses and other charges incurred
in preparing their TENDER.
7.9 It is important to note that TENDERERS are not permitted to make any alteration, additions or
deletions from the Tender Documents, whether in hard copy or in electronic file format, unless

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Brunei Shell Petroleum Company
Slickline WRFM & Associated Services
Contract No. C190080/TWC Invitation to Tender

expressly instructed to do so by COMPANY. TENDERS submitted to COMPANY that contain


unauthorised alterations, additions or deletions from the original that are not expressly instructed by
COMPANY will be disqualified from the tender process.

8. RETURN OF TENDERS
8.1 The closing date and time for submission of TENDERS is 09.00 hours on Monday 27th January
2020 on the date advised in the ITT, or the following working day if the day is a COMPANY holiday.
8.2 TENDERS received later than the closing date and time shall be rejected, regardless of the means of
delivery to COMPANY. If TENDERER can demonstrate exceptional circumstances as the reason for
late delivery, the decision as to whether or not to accept the late TENDER shall rest entirely with
COMPANY.
8.3 Except under exceptional circumstances, no extension to the date and time by which TENDERS must
be submitted shall be granted.
8.4 TENDERS may be withdrawn via the e-tender system or by written, faxed, telexed or telegraphed
request only, but such request must be received by COMPANY prior to the closing date and time for
receipt of TENDERS.
9. CONSIDERATION OF TENDERS
9.1 COMPANY hereby reserves the right to request any further information it may deem necessary to
evaluate the TENDER, which may include, but not be limited to, a breakdown of, or supplement to,
any lump sum prices, rates or percentages tendered. COMPANY may also elect to utilise the multi
round TENDER process, which would require TENDERER to re-submit the Commercial section of the
TENDER after being provided with feedback from COMPANY regarding sufficiency of prices, rates or
percentages. The number of any such re-submissions is variable and will depend on the results
received by COMPANY.
9.2 COMPANY may require, prior to the award of any subsequent CONTRACT, satisfactory evidence of
the successful TENDERER’s credit worthiness and financial soundness and capacity to handle the
CONTRACT and in this connection the TENDERER may be required to furnish a certified copy of its
latest published accounts, details of similar contracts successfully completed, a banker’s reference,
details of existing third party loans or guarantees (if any) and similar relevant information.
10. ACCEPTANCE OF TENDERS
10.1 COMPANY does not undertake to accept the lowest, or any part, or all of any TENDER, and may
accept a TENDER in part or in whole at its sole discretion.
10.2 The successful TENDERER (if any) will be required to enter into a formal CONTRACT with COMPANY
which will be on the same terms and subject to the same conditions contained in the Tender
Documents, subject to any mutually agreed modifications, including those arising from further
information requested and provided in accordance with the FORM OF AGREEMENT included under
cover of the Tender Documents.
10.3 COMPANY shall not be deemed to have accepted any offer unless and until a CONTRACT is duly
signed or an unconditional letter of award is sent by COMPANY or a fax or telex of the unconditional
award is received by the successful TENDERER.
10.4 The successful TENDERER (if any) will be required to enter into a CONTRACT with COMPANY under
the same business name as that under which its TENDER was submitted.
11. E-TENDERING RULES
11.1 General
(a) The TENDER submission for the goods/services to be procured shall be obtained using the
Emptoris e-tendering system. This replaces the conventional method of submitting the sealed
priced commercial submission in response to an ITT.
(b) The TENDERERS will access Emptoris via the internet from their own office. Other than a PC
with a web browser and internet access, no other technology is required to access and use the
system.
(c) The TENDERER’s nominated personnel shall have the full authority to submit the TENDER on

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Brunei Shell Petroleum Company
Slickline WRFM & Associated Services
Contract No. C190080/TWC Invitation to Tender

behalf of the TENDERER.


(d) The TENDERERS shall be responsible for ensuring that only nominated personnel, trained by
COMPANY, be involved in the e-tendering process.
(e) In the event TENDERERS cannot submit their TENDER via Emptoris before the bid closing date
and time due to technical problems, TENDERERS shall submit an electronic copy (via pen/flash
drive) to the Tender Focal Point, always accepting that COMPANY has the right to decline any
TENDERER’s request to submit a TENDER in hard copy.
11.2 System Access and Security
11.2.1 Assigned user Identification and Password
Each TENDERER will receive their own user ID and password, which will grant then access to the e-
tendering system. It is imperative that they are kept secure. TENDERERS must change their
passwords on receipt of same from COMPANY. TENDERERS must also adjust the time zone
specified for that user ID, so that it reflects the time zone from where they will be submitting their
TENDER. TENDERERS shall not make any other changes to the system than otherwise authorised
in writing by COMPANY.
11.2.2 Key personnel and Other Security Measures
(a) The only personnel other than TENDERERS with access to the system will be from COMPANY.
The bidding is a private, confidential event and data encryption is used to prevent unauthorised
access.
(b) The e-tendering system remains the property of COMPANY and it reserves and restricts the right
to the use of the system to designated associates and contractors. It must not be used for any
other purpose other than is authorised by COMPANY.
11.2.3 Internet System
(a) The e-tendering system uses the latest internet security functionality to prevent any unauthorised
access to the system. This security system will be tested regularly to ensure its reliability and it
will be upgraded as and when required.
(b) Each communication or message originating from an authorised user indicating the correct ID and
password shall be deemed to be from that user unless it is proven otherwise.
(c) Any misuse of computer systems in this process and any abuse of any user ID or password or
otherwise would be a crime under the Brunei Computer Misuse Order 2007 or other
APPLICABLE LAW, and would be punishable at law.
11.3 Training
(a) All TENDERERS, if required, will receive a training pack.
(b) This will describe the bidding process and train the TENDERERS nominated users how to access
and use the system, as well as specifying the minimum hardware and software requirements.
(c) It is recommended that TENDERERS and the TENDERERS nominated personnel read the
training manual prior to the training session.
11.4 Liability
11.4.1 COMPANY assumes no liability for any error, failure, omission or neglect on its part in providing the
whole of, or any part or portions of the e-tendering process or any matter related thereto, arising there
from or connected therewith howsoever.
11.4.2 Without limitation to the generality of any part of this Article 11 and/or in furtherance thereof:
(a) COMPANY shall not in any way be liable for any loss, damage, or injury howsoever caused as a
result of any act, error, failure, omission or neglect in the e-tendering process, whether these arise
in respect of preliminary matters, training, the tender process, the help or support process, or in
any other manner whatsoever.
(b) COMPANY assumes no responsibility whatsoever for any result of any unauthorised access,
hacking, tampering or illegal act committed by any person.
(c) COMPANY shall not be liable for any indirect, consequential or any other form of loss of profit,
secondary or derivative loss under any circumstances whatsoever.

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Brunei Shell Petroleum Company
Slickline WRFM & Associated Services
Contract No. C190080/TWC Invitation to Tender

(d) TENDERERS or any participants in the e-tendering process shall be deemed to accept and
acknowledge that they are participating in the on-line process voluntarily, with full knowledge that
there could be disruptions to the telephone, facsimile or internet connection, or with COMPANY’s
or any other party’s computer systems, and as a result of which the TENDERER or participant
may be excluded from the process.
(e) the use of the word “will” or “shall” in this Article 11 in respect of anything to be done by COMPANY
does not indicate the undertaking of any mandatory obligation by COMPANY in respect of the e-
tendering process.
11.5 Law and Jurisdiction
The e-tendering system and all matters relating thereto shall be subject to Brunei law and be subject
to the jurisdiction of the Brunei Courts.

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Brunei Shell Petroleum Company
Slickline WRFM & Associated Services
Contract No. C190080/TWC Invitation to Tender

SECTION C – FORM OF TENDER


FORM OF TENDER
Brunei Shell Petroleum Company Sendirian Berhad
Seria KB 3534
NEGARA BRUNEI DARUSSALAM
Attention:
Sir,
Tender Number: C190080/TWC
Tender Title: SLICKLINE WRFM & ASSOCIATED SERVICES
1. We confirm that we have fully satisfied ourselves as to the nature and extent of the WORK to be performed.
2. We undertake in the event of your accepting this TENDER to enter into a contract with COMPANY on the terms and
conditions set out in the proposed contract attached to the Tender Documents, subject to the inclusion of any relevant
commercial and technical information provided in the TENDER and agreed to by COMPANY.
3. We agree to hold this TENDER open for consideration for a period of one hundred and fifty (150) days from the date
of submission and it shall be binding upon us and may be open for acceptance at any time before expiration of that
period.
4. We undertake to be in a position to commence the WORK provided that we receive notice in accordance with the
terms and conditions of the CONTRACT.
5. We understand that COMPANY is not bound to accept the lowest or any TENDER it may receive, nor is it obliged to
assign a reason for rejection of any TENDER. We also understand that any costs incurred by us in the course of
preparation of this TENDER are entirely for our own account.
6. We accept that future unsolicited re-TENDERS of any kind will result in our disqualification.
7. We confirm that we have taken account of your TENDER Bulletins Nos _________, issued during the tendering
period, in preparation of our TENDER.
8. We confirm that all insurance required by us pursuant to the terms and conditions of the CONTRACT are currently in
force or shall be provided in sufficient time to permit commencement of the WORK under the CONTRACT in
accordance with COMPANY’s wishes.
9. We certify that this is a bona-fide Tender, intended to be competitive, and that we have not fixed or adjusted the
amount of the TENDER by or under or in accordance with any agreement or arrangement with any person not directly
involved with its preparation. We further certify that we have not:
(a) communicated to any person the amount of the proposed TENDER except in confidence for obtaining insurance
premium quotations in connection with the TENDER;
(b) entered into any agreement or arrangement with any other person that either we shall refrain from tendering or
discuss the amount of any TENDER to be submitted;
(c) offered, paid or given or agreed to pay any sum of money or valuable consideration directly or indirectly to any
person for carrying out, or having carried out or causing or having caused to be carried out in relation to this or
any other TENDER or proposed TENDER for the WORK, any act of the type described above.
In the above context the word “person” shall mean any individual, partnership, limited partnership, firm, trust,
body corporate, government, governmental body, agency or instrumentality, unincorporated body of
persons or association. Any “agreement or arrangement” includes any transaction, formal or informal whether
legally binding or not.

DATED THIS ____ DAY OF ________, 2020

SIGNED _____________________________

NAME ______________________________

TITLE _______________________________

FOR AND ON BEHALF OF _______________________________________

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Brunei Shell Petroleum Company
Slickline WRFM & Associated Services
Contract No. C190080/TWC Invitation to Tender

SECTION C – FORM OF TENDER


TENDER APPENDICES
The TENDERER is required to complete the following Appendices and is advised that failure to do so may
result in its TENDER being rejected. The Appendices shall be arranged in the order listed below and marked
clearly as per SECTION B – INSTRUCTIONS TO TENDERERS.
The information and data submitted by the TENDERER shall be subject to review, site audit, inspection or
verification if deemed necessary during the evaluation and clarification period by COMPANY.
In the event of award of CONTRACT, the TENDERER is advised that, at COMPANY’s sole discretion, some
or all of these Appendices will form part of the CONTRACT.

APPENDIX 1 – LOCAL BUSINESS DEVELOPMENT (LBD)


1.1 Ownership
1.2 Financial Details
1.3 Local Employment and Local Content
1.4 Social Contribution
1.5 Ex-BSJV Details
1.6 Reasonable Wages and Working Hours
Above shall be submitted on TENDER closing date as part of Local Business Development submission.

APPENDIX 2 – TECHNICAL
2.1 Health, Safety, Security and Environment (HSSE)
2.2 Statement of Resources
(a) Experience
(b) Subcontracting
(c) Organisation
(d) KEY PERSONNEL
(e) CONTRACTOR PERSONNEL Resources
(f) Equipment Specifications
(g) Equipment Certification
(h) Office / Facilities / Workshop
(i) Products Literature, Catalogues and Other Related Documents
(j) Existing and Future Commitments
2.3 Quality (QA/QC/QCS) Management
2.4 Method Statement, Execution Plan, Schedule and Deliverables
2.5 Road / Land Transport
2.6 Scope Specific Questions
Above shall be submitted on TENDER closing date as part of Technical submission.

APPENDIIX 3 – PRE COMMERCIAL / COMMERCIAL


3.1 Non-Disclosure Agreement
3.2 Declaration of Business Principles
3.3 Business Structure
3.4 Schedule of Prices
3.5 Payment Details
3.6 Declaration by TENDERER
Attachment 1 – Parent Company Guarantee
Attachment 2 – Non-Disclosure Declaration
Attachment 3 – Declaration of Business Principles
Above shall be submitted on TENDER closing date as part of Commercial submission, except for Attachments
2 and 3 which shall be submitted within seven (7) days of receipt of the ITT.

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Brunei Shell Petroleum Company
Slickline WRFM & Associated Services
Contract No. C190080/TWC Invitation to Tender

APPENDIX 1 – LOCAL BUSINESS DEVELOPMENT (LBD) REQUIREMENTS

The TENDERER shall provide information on Local Business Development of its organisation and for the
specific TENDER.
1 .1 OWNERSHIP
1.1.1 Corporate Details and Documents
TENDERER must register their company at BSJV Vendor Online Registration System (VORS) by the
TENDER closing date. For existing vendors, TENDERERS must ensure all corporate documents and
company details in VORS are up to date:-
Item Corporate Documents
1 Certificate of Registration (Sections 16 and 17)
2 Certificate of Incorporation
3 Particulars of Director or Manager (Form X)
4 Memorandum of Association
5 Return on the Allotment of Shares (Section 45)
6 Share Certificates of Shareholders
7 Identity Cards of Proprietor, Partners or Shareholders
8 Notice of Change in the Situation of the Registered Office (if any)

1.1.2 Active Ownership


TENDERER shall declare that all owners of the company are actively managing the day-to-day
operation of the company.
TENDERER shall provide the following details:-
Shareholder’s Name % of Share Active Declaration (YES/NO)

1.1.3 Organisation Particulars


TENDERER shall provide:-
(a) A current overall organisation chart, which shall indicate the owners position in managing the
company and shall detail the positions / titles of all the personnel, nationalities and / or residency
status and the reporting relationships between them.
(b) A proposed contract organisation chart, specific to this contract, if different from the organisation
shown in (a) above, indicating reporting relationship to (a).
1.2 FINANCIAL DETAILS
1.2.1 Authorised Bank Signatories
TENDERER shall provide details (names, nationalities, position of individuals) of the company’s
authorised signatories for the company accounts, i.e. individuals who are authorised to withdraw
and/or transfer funds from the company accounts.
TENDERER shall also provide copies of the Letters of Authorisation by the bank(s).
Name Nationality Position in Company

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Brunei Shell Petroleum Company
Slickline WRFM & Associated Services
Contract No. C190080/TWC Invitation to Tender

1.2.2 Local Financing (If Applicable)


TENDERER shall provide details of the existing or proposed source of finance / financing facility for
the company. TENDERER shall provide the information with supporting letters from the financiers.
% of Total to
Item Source of Finance Name Address Comment
be Financed
1 Self funded by Tenderer Tenderer Name Registered Address %
2 Finance Institution 1 Name of Fin. Inst. Address % Repayment
1 Period in Years
3 Finance Institution 2 Name of Fin. Inst. Address % Repayment
2 Period in Years
4 Private or Third party Name and Address % Repayment
Investor Nationality Period in Years
5 Other Source of Finance % Provide Details

1.3 LOCAL EMPLOYMENT AND LOCAL CONTENT


1.3.1 TENDERERS shall provide the following local employment information:-
(a) Employment breakdown for TENDERER’s current organisation to support this contract scope
(Slickline WRFM & Associated Service) only. Other product line shall not be included in this
table.

Current Organisation to support this scope


Contractor as a whole
Local Non-Local % of Local

Management

Supervisory

Skilled

Un-skilled

Admins & Accounts

Total

(b) Employment targets to be achieved during the term of the CONTRACT.

• TENDERER shall indicate as a note to table 1.3.1 (b) above if there are shared personnel across
other CONTRACTS.
(c) Recruitment of graduates and HNDs in support of this CONTRACT.

2020 Target 2021 Target 2022 Target 2023 Target End of Contract Target
Graduates/HND
Apprentices
ICF
BMA/IBTE
I-Ready

BSP Page 13 of 53
Brunei Shell Petroleum Company
Slickline WRFM & Associated Services
Contract No. C190080/TWC Invitation to Tender

1.3.2 TENDERER shall ensure Local Employment Target of at least 60% is achieved by the end of first year
of the Contract, 70% end of second year and maintain Local Employment Target of 80% from end of
third year of CONTRACT.
1.3.3 TENDERER shall submit a competency development plan which illustrates where
multiskilled personnel can be used to minimize pressure on personnel on board for the
delivery of the services in the TENDER. TENDERER shall include opportunities to provide
training and career development to local staff, apprenticeship scheme for graduates. If
TENDERER foresees a requirement for short term training and development experts to be
in Brunei, TENDERER should make it clear at the time of TENDER. Opportunities for short
cross posting / on the job training in other regions for local staff should also be noted.
1.3.4 TENDERERS shall provide the following local content information.
(a) Local content for this CONTRACT.
Spend in Brunei Spend in Brunei Spend in Brunei Spend in Brunei End of Contract
Spend in Brunei Item
Year 2020 Target Year 2021 Target Year 2022 Target Year 2023 Target Target
(US$ ‘000) % (US$ ‘000) % (US$ ‘000) % (US$ ‘000) % (US$ ‘000) %

Employment

Goods & Services

TOTAL

1.3.5 TENDERERS shall demonstrate their plan to maintain equipment locally and provide full details of
the repair/maintenance facility it proposes to use in support of any awarded CONTRACT. This
facility should be based in Brunei and if not already in existence, TENDERERS should provide
details of where and when this facility will be built, along with details of level of direct investment,
dimensions and expected repair/maintenance capability. If the intention is to support the
CONTRACT from a repair/maintenance facility outside of Brunei or an available local agent, this
should be clearly stated and full details provided.

1.3.6 TENDERERS shall submit an In Country Value proposal, example this can be in the form of
developing training schools in Brunei as a learning Hub, apprenticeship programmes, foreign direct
investment.

1.3.7 TENDERERS shall demonstrate to have an alternative revenue stream or the capability to grow
them.

1.3.8 TENDERER shall propose the strategy of absorbing / accepting the rollover of local staff from
COMPANY’s incumbent Contractor.

1.3.9 CONTRACTOR will adhere and will procure that other members of CONTRACTOR GROUP will
adhere to the Local Business Development Directives and all related Guidelines as listed at
(https://www.bsp-lbd.com.bn/SitePages/Local%20Business%20Development%20Quadrants.aspx).
CONTRACTOR will ensure and will procure that all member of CONTRACTOR GROUP will ensure
compliance with all Local Business Development Directives and Guidelines (including as may be
amended from time to time) in all its dealings with, for or on behalf of COMPANY in connection with
the CONTRACT and the business resulting therefrom.
1.3.10 Transfer or roll-over of employees of the CONTRACTOR

(a) In order to allow a proper continuation of the performance of the SCOPE pursuant to the
CONTRACT, CONTRACTOR may be requested by COMPANY to use its best endeavours to, without
let or hindrance and, to the extent relevant, subject to the consent of the PREVIOUS CONTRACTOR
or NOMINATED CONTRACTOR and the employees concerned:

(i) Employ certain employees with a Brunei citizenship or permanent residency from the
contractor previously performing a scope similar to the SCOPE (for the purpose of this Article

BSP Page 14 of 53
Brunei Shell Petroleum Company
Slickline WRFM & Associated Services
Contract No. C190080/TWC Invitation to Tender

1.3.10 referred to as “PREVIOUS CONTRACTOR”) as CONTRACTOR PERSONNEL in


accordance with the requirements of the CONTRACT; or

(ii) at or after the expiry or early termination of the CONTRACT, procure the transfer of the
employment of all or, as the case may be, part of certain employees with a Brunei citizenship or
permanent residency to a contractor nominated by COMPANY for the continued performance of
the SCOPE or other scope similar to the SCOPE under the CONTRACT (for the purpose of this
Article 1.3.10 referred to as “NOMINATED CONTRACTOR”).

(b) In the event of a transfer of employees in accordance with Article 1.3.10 (a)(i), CONTRACTOR
will use its best endeavours to offer such employees employment terms and conditions which
will not be less favourable to those under their previous employment with the PREVIOUS
CONTRACTOR.

(c) CONTRACTOR will remain solely and fully liable for the fulfilment of its obligations under the
respective employment agreements of the rolled over employees until the completion of the
transfer of the respective employment agreements to the NOMINATED CONTRACTOR.
CONTRACTOR will INDEMNIFY COMPANY GROUP against all LIABILITIES suffered or
incurred by the COMPANY GROUP as a result of claims from rolled over employees for the
period until completion of the legal transfer of the employment.

(d) The CONTRACTOR will not require any compensation or impose any transfer cost in the form of
administration charges or other form of cost recovery from COMPANY, the relevant personnel of
the PREVIOUS CONTRACTOR or the NOMINATED CONTRACTOR, as the case may be, for
the transfer or roll-over of employees.

1.4 SOCIAL CONTRIBUTION


1.4.1 TENDERER shall provide numbers of employees eligible for Tabung Amanah Perkerja (TAP) and
Supplemental Contributory Pension (SCP) contributions payment and confirm whether they are fully
paid up-to-date. TENDERER shall submit evidence of payment such as latest receipt and any other
documentation of TAP and SCP payment.
...............................................................................................................................................................
...............................................................................................................................................................
1.4.2 TENDERER shall provide confirmation in complying with Corporate Tax Requirement by providing
relevant documents if applicable.
...............................................................................................................................................................
...............................................................................................................................................................
...............................................................................................................................................................
1.5 EX-BSJV DETAILS
TENDERERS shall provide details if owner or any KEY PERSONNEL have worked for BSP / BLNG
/ BSM / BST in the table below.

Involvement in Participating Tender


Position in Tenderer’s Year Last Worked with
Name (i.e. tender preparation, contract
Company BSJV
execution, etc)

1.6 REASONABLE WAGES AND WORKING HOURS


TENDERER shall declare compliance with reasonable wages and working hours in accordance with
all APPLICABLE LAWS for employment and/or any regulations and directives.

BSP Page 15 of 53
Brunei Shell Petroleum Company
Slickline WRFM & Associated Services
Contract No. C190080/TWC Invitation to Tender

APPENDIX 2 – TECHNICAL

2.1 HEALTH, SAFETY, SECURITY AND ENVIRONMENT (HSSE)

2.1.1 General Guidelines for Preparation of Questionnaire


(a) The questionnaire should cover the information required to assess the extent to which HSSE and
its management are organised by TENDERER.
(b) TENDERER is advised to cover all relevant activities (including support activities) and not just
those conducted on COMPANY sites.
(c) The questionnaire should be validated by a responsible TENDERER line manager prior to
submission.
(d) Emphasis is placed on the need for complete answers substantiated by supporting documentation
as far as is practicable. Responses and any supporting documentation must relate specifically to
the policy and organisational arrangements of the TENDERER organisation which will be the
signatory to any contract.

BSP Page 16 of 53
Brunei Shell Petroleum Company
Slickline WRFM & Associated Services
Contract No. C190080/TWC Invitation to Tender

2.1.2 TENDERER Pre-Award HSSE Questionnaire


HSSE stands for Health, Safety, Security and Environment.
Please cover all of these aspects in your responses to the questions. Response
Keyword Question Document
1 Leadership and HSSE Culture
How are senior managers personally involved in HSSE management, e.g. objective
Commitment to HSSE (a)
setting and monitoring?
aspects through 1.1
(b) Provide evidence of commitment at all levels of the organisation.
leadership
(c) How do you promote a positive culture towards HSE matters?
2 HSSE Policy and Strategic Objectives
(a) Does your company have an HSSE policy document? If so, please attach a copy. HSSE Policy
(b) Who has overall and final responsibility for HSE in your organisation?
Who is the most senior person in the organisation responsible for this policy being
HSSE Policy (c) carried out at the premises and on site where his employees are working? Provide
2.1
Documents name and title.
Itemise the methods by which you have drawn your policy statements to the
(d)
attention of all your employees.
(e) What are your arrangements for advising employees of changes in the policy?
(a) Does your company have strategic HSSE objectives? If so, please attach a copy. HSSE Objectives
HSSE contract strategic
2.2 Itemise the methods by which you have communicated your strategic HSE
objectives (b)
objectives to the attention of all your employees?
3 Organisation, Responsibilities, Resources, Standards and Documentation
(a) How is your organisation structured to manage and communicate HSSE effectively?
(b) Do HSSE meetings promote HSSE awareness?
Organisational structure Do clients and contractor meet regularly to discuss and action any interface
3.1 (c)
for HSSE management situations?
What provision does your company make for HSSE communication meetings?
(d) Organisation chart.
Please provide an organisation chart.
Have the managers and supervisors at all levels who will plan, monitor, oversee and
(a) carry out the work received formal HSSE training in their responsibilities with respect
to conducting work to HSSE requirements?
HSSE training of If yes to (a), please give details. Where the training is given in-house please describe
(b) Training matrix.
managers, supervisors the content and duration of courses. Please provide an example of training matrix.
3.2
and HSSE critical How have you identified areas of your company’s operations where specialised
positions (c) training is required, i.e. training related to health hazard such as radiation, asbestos
and chemicals?
(d) What specialist HSSE resources does your organisation have available?
(e) How does your company provide HSSE specialised training for HSSE staff?
What arrangements does your company have to ensure new employees have
General HSSE training 3.3 (a) Details of content
knowledge of basic industrial HSSE, and how is this kept up to date?

BSP Page 17 of 53
Brunei Shell Petroleum Company
Slickline WRFM & Associated Services
Contract No. C190080/TWC Invitation to Tender

HSSE stands for Health, Safety, Security and Environment.


Please cover all of these aspects in your responses to the questions. Response
Keyword Question Document
What arrangements does your company have to ensure new employees also have
(b) Details of content
knowledge of your HSSE policies, practices and company requirements?
What arrangements does your company have to ensure new employees have been
(c) instructed and have received information on any specific hazards arising out of the Details of content
nature of their work?
Does your organisation have a competence system in place? If so, please describe
(a)
the scope and content of your competence system.
Competence assurance 3.4
What arrangements does your company have to ensure existing staff HSSE
(b)
knowledge is up to date?
Does your company have a contractor management process of system? If so,
(a) Process outline
provide an outline of the process.
Contractor management (b) How do you assess contractor’s HSSE competence or HSSE performance?
3.5
process
(c) Where do you define the company standards you require your contractors to meet?
(d) How do you ensure these standards are met and verified?
How do you identify new industry or regulatory standards that may be applicable to
(a)
your activities?
HSSE standards 3.6 (b) Is there an overall structure for producing, updating and disseminating standards?
Are your company standards aligned with OGP/industry guidelines or recommended
(c)
practices? If so, state which one.
4 Risk Management
Risk assessment and How does your company identify hazards, assess risk, control and mitigate
4.1 (a)
control consequences, to a level as low as reasonably practicable?
Do you have specific policies and programmes on specific health hazards, e.g.
(a)
substance abuse, blood borne pathogens, malaria, pandemic diseases, etc.
What type of health hazards (chemical, vibration, noise, radiation, etc) are
Health hazards 4.2 (b) associated with the scope of your services? Explain how occupational health
hazards are identified, assessed and controlled.
What systems are in place to control these hazards and monitor the effectiveness
(c)
of these controls? Is worker regular exposure monitoring part of these systems?
What type of safety hazards (mechanical guarding, work at height, lifting and
(a) hoisting, confined space entry, explosive atmospheres, etc) are associated with the
Safety hazards 4.3 scope of your services?
What systems are in place to control these hazards and monitor the effectiveness
(b)
of these controls?
What type of logistics hazards (land transport, air transport, marine transport,
(a)
materials handling, etc) are associated with the scope of your services?
Logistics hazards 4.4
What systems are in place to control these hazards and monitor the effectiveness
(b)
of these controls?
What type of environmental hazards (chemical spill, atmospheric emissions, waste
Environmental hazards 4.5 (a)
disposal etc) are associated with the scope of your services?

BSP Page 18 of 53
Brunei Shell Petroleum Company
Slickline WRFM & Associated Services
Contract No. C190080/TWC Invitation to Tender

HSSE stands for Health, Safety, Security and Environment.


Please cover all of these aspects in your responses to the questions. Response
Keyword Question Document
What systems are in place to control these hazards and monitor the effectiveness
(b)
of these controls?
What type of security hazards (terrorism, hostage taking, robbery, hostile local
(a)
population, etc) are associated with the scope of your services?
Security hazards 4.6
What systems are in place to control these hazards and monitor the effectiveness
(b)
of these controls?
(a) What type of social hazards are associated with the scope of your services?
Social responsibility
4.7 What systems are in place to control these hazards and monitor the effectiveness
hazards (b)
of these controls?
5 Planning and Procedures
Do you have a company HSE-MS manual (or operations manual with integrated HSSE-MS manual
HSE requirements) which describes in detail your company approved HSE working index and
HSE operations manual 5.1 (a)
practices relating to your work activities? If so, please attaché a copy of an index supporting
and relevant supporting documentation. information
How do you ensure that infrastructure, plant and equipment used within your
Infrastructure and
5.2 (a) operations (own premises, client site, or at other locations) are correctly certified,
equipment integrity
registered, controlled and maintained in a safe working condition?
How do you manage changes and assess associated risks e.g. personnel,
Management of change 5.3 (a)
equipment, processes, documentation?
What arrangements does your company have for emergency planning and
Emergency planning (a)
5.4 response?
and response
(b) Which emergency situations are included?
6 Implementation and Performance Monitoring
What arrangements does your organisation have for monitoring the implementation
(a)
of your HSSE-MS?
How does your company assure the implementation of work procedures within your
HSSE-MS (b) work-site operations, e.g. compliance with procedures, tool box talks, safety
implementation and meetings, supervision, job observations?
active performance 6.1 How do you monitor employees HSSE performance, e.g. hazard identification
(c)
monitoring of work systems, HSSE participation?
activities (d) What active HSSE monitoring is performed (i.e. where no incident has occurred)?
(e) How do you report and correct deficiencies identified?
How do you communicate the results of active performance monitoring to relevant
(f)
personnel?
Safety performance See Contractor assessment KPI date.
6.2 (a)
indicators
(a) How is health performance monitored and recorded?
HSSE performance
6.3 (b) How is environmental performance monitored and recorded?
monitoring
(c) How is security performance monitored and recorded?

BSP Page 19 of 53
Brunei Shell Petroleum Company
Slickline WRFM & Associated Services
Contract No. C190080/TWC Invitation to Tender

HSSE stands for Health, Safety, Security and Environment.


Please cover all of these aspects in your responses to the questions. Response
Keyword Question Document
(d) How and what near miss incidents are reported?
(e) How often is HSSE performance reviewed? By whom?
(f) How is logistics performance monitored and reported?
(g) Do you record vehicle incidents?
(a) What types of HSSE incident are investigated?
(b) What processes are used to investigate HSSE incidents?
HSE incident and (c) Who conducts HSSE incident investigations?
6.4
investigation follow-uo How are the findings of an incident investigation followed up to ensure effective
(d)
prevention of recurrence?
(e) How is incident learning communicated to all relevant personnel?
Has your company suffered any statutory notifiable incidents in the last five years Details of statutory
Statutory notifiable
(safety, occupational health, environment)? Answers with details including dates, notifiable incidents
incidents or non 6.5 (a)
country and location, summary of incident and follow up preventative measures or non compliance
compliance notices
taken. notices.
7 HSSE Auditing and Management Review of HSSE-MS
(a) Do you have a written procedure for HSSE auditing? If so, please attach copy. Audit procedure
Who is involved in conducting HSSE audits? How are audit team members selected
(b) to have specific expertise and be independent from the activities being audited?
What are the qualifications required for auditors?
Audits 7.1 How does your company schedule HSSE audit and what scope of auditing is
(c) covered, e.g. internal, regulatory, compliance, supplier/contractor, HSSE
management systems implementation?
How does management follow up on audit findings and ensure effective close out of
(d)
action items?
Do you have a written procedure for management review of the HSSE-MS? If so, Man.rev. procedure
(a)
please attach a copy. for HSSE-MS
Management review
7.2 (b) How often are HSSE-MS reviews conducted and who is involved in this process?
and follow-up
How are identified actions and improvement efforts recorded and tracked to effective
(c)
completion?
8 HSSE Management - Additional Features
Certification of HSSE- Please provide information on any certification which you have received from
8.1
MS certification bodies.
Membership Describe the nature and extent of your company’s participation in relevant industry,
8.2
associations trade, and governmental organisations.
Additional features of Does your organisation (global, regional, or local) have any HSSE features or
8.3
HSSE-MS arrangements not described elsewhere in your response to the questionnaire?

BSP Page 20 of 53
Brunei Shell Petroleum Company
Slickline WRFM & Associated Services
Contract No. C190080/TWC Invitation to Tender

2.1.3 CONTRACT Specific HSSE Requirements


2.1.3.1 Introduction
(a) TENDERERS HSSE submission is required to demonstrate how it will:-
(i) manage HSSE in the proposed CONTRACT in accordance with COMPANY’s
HSSE STANDARDS;
(ii) manage the identified hazards and risks and other HSSE issues inherent in the
WORK;
(iii) comply with land transport policies and procedures and identify number and
qualifications of drivers and the numbers of vehicles to be used, at least by type;
(iv) comply with identified minimum HSE training requirements;
(v) comply with occupational health requirements;
(vi) comply with environmental requirements;
(vii) comply with emergency response requirements and state how contact is to be
made by the Brunei Shell Company for emergency response information and
coordination.
(b) The TENDERERS HSSE submissions will comprise:-
(i) CONTRACT HSSE plan;
(ii) responses to CONTRACT specific HSSE questions posed in the Tender
Document
(iii) completed HSSE sections of the Tender Document which will cover:
• HSSE training
• Occupational health
• Environment – including waste management
• Emergency response
• Land transport vehicles
2.1.3.2 CONTRACT HSSE Plan
(a) TENDER HSSE plans are structured in accordance with COMPANY’s HSSE
management System model. It is a time and activity based project plan which shows
when the vendor will carry out HSSE activities such as meetings, audits, reviews,
inspections and training. Its purpose at the TENDER stage is twofold:
(i) to demonstrate understanding of COMPANY HSSE requirements, and
(ii) to demonstrate how HSSE will be managed throughout the CONTRACT.
It is prepared as a listing of activities, with action dates and action parties, and be
prepared as an activity (bar) chart.
(b) The CONTRACT HSSE plan is to cover the full duration of the CONTRACT from
mobilization to close out and may be presented as a series of project HSSE plans. A
CONTRACT HSSE plan is, like a project plan, a live document which is updated on a
regular basis to reflect changes in conditions and requirements and progress and
performance to date. To conform to COMPANY’s HSSE-MS structure a CONTRACT
HSSE plan will have, as appropriate, sections on:
(i) policies and objectives
(ii) organization and responsibilities
(iii) training and competence
(iv) standards, procedures and documentation
(v) communications

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Brunei Shell Petroleum Company
Slickline WRFM & Associated Services
Contract No. C190080/TWC Invitation to Tender

(vi) sub-vendor management


(vii) performance monitoring and review
(viii) emergency response
(ix) inspection, audit and review
(x) corrective action and procedures
(xi) management review/improvement process

2.1.3.3 CONTRACT Specific Hazards


TENDERERS shall provide evidence that they can manage hazards and risks inherent in
the WORK to be undertaken.
2.1.3.4 HSSE Training
(a) COMPANY sets minimum HSSE training requirements for all vendors and requests
TENDERER to confirm that these will be met and to specify what additional HSSE
training will be or has been undertaken.
(b) Details of COMPANY’s approved HSSE training is provided in Section 5 of the
CONTRACT.
(c) For a number of its activities, COMPANY sets minimum technical training requirements
and, as appropriate, these shall be included in the requirements for HSSE training.
(d) It is a requirement that PERSONNEL have successfully completed the required HSSE
and other specific training or agreed arrangements are formally in place for them to do
so before commencement of the WORK, i.e. before or during the mobilization stage.
The plan for this training will then be included in the CONTRACT HSSE plan.
2.1.3.5 Land Transport
(a) It is a requirement of COMPANY that all land transport activities, including materials
handling activities, are done in compliance with the Land Transport Manual, Part 3 –
Procedures (TMS 0715) and Land Transport Policy (TMS 0700).
(b) There is a requirement for all vehicles provided under the CONTRACT to be driven in
the COUNTRY OF OPERATIONS to pass the annual COMPANY inspection test. For
designated drivers the COMPANY driver assessment will apply. Such provisions shall
be included in the CONTRACT.
(c) Further guidance on the Management of Land Transport in contracts is provided in
TMS 0725, Land Transport Manual, and Managing Land Transport in Contracts.
(d) TENDERERS are required, in their TENDER submissions, to identify the vehicles and
the mobile mechanical handling equipment that will be used to perform the WORK
under the CONTRACT and confirm that their drivers will comply with COMPANY
standards.
2.1.3.6 Occupational Health
(a) It is a general requirement that CONTRACTOR PERSONNEL is medically fit for work.
In the event of injury or illness at work, initial treatment onshore is at the Panaga
hospital in the vicinity of COMPANY’s facilities. This requirement is defined in Section
5 of the CONTRACT.
(b) In the event that CONTRACTOR PERSONNEL who, by the nature of the WORK, may
be exposed to additional health risks, these should be identified in the TENDER
documents and the TENDERER is required to show how the occupational health of
these employees will be managed. Typical examples could be noise, dust, smoke,
heat, vibration, bright light, asbestos, chemicals and radioactive substances.

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Brunei Shell Petroleum Company
Slickline WRFM & Associated Services
Contract No. C190080/TWC Invitation to Tender

(c) TENDERERS responses will include documentary evidence that employees are given
health checks before they start work and at periodic intervals thereafter. TENDERER
shall also provide details of the arrangements for monitoring the health of any
employee who is exposed to additional hazards, and such arrangements and the
necessary actions are to be shown in the CONTRACT HSSE plan.
(d) The TENDERERS shall confirm in their TENDERS that the requirements of
COMPANY minimum health risks assessment specified in HSSE Standard Module 40
– Occupational Health are fully complied with. TENDERERS shall also submit their
Health Risks Assessments plan in their TENDERS.
2.1.3.7 Environment
(a) It is a requirement that TENDERER take appropriate action to protect the environment.
(b) There is a general requirement that vendors have in place and use a waste
management system and TENDERER is required to describe additional environmental
protection, specific to the CONTRACT, it will put in place. This could include handling
and storage of explosives and other dangerous materials, site restoration, and control
of water based fluids.
(c) Major environmental actions will be included in the CONTRACT HSSE plan.
(d) The TENDERER’s response will include documentary evidence of its waste
management procedure and any others with which it plans to meet COMPANY or its
own environmental protection requirements.
2.1.3.8 Emergency Response and Rescue
(a) It is a requirement of the COMPANY that all TENDERERS have in place emergency
response arrangements as defined in BSP-02 Procedure (TMS 0142) BSP Contractors
Emergency Preparedness Interface. This will enable them to:
(i) recover in the event of an emergency at the WORKSITE;
(ii) interface with the COMPANY Emergency Response System
(iii) provide a single twenty-four (24) hour contact / information point.
(b) TENDERERS are required to confirm that:
(i) such arrangements are in place and demonstrate this through appropriate
documentation, and confirm that drills and exercises take place to test the
arrangements;
(ii) they can interface with the COMPANY Emergency Response System;
(iii) the telephone number and name of the twenty-four (24) contact point.
(c) The plan for emergency drills and exercises, including rope access rescue exercises,
to be held during the CONTRACT, will be included in the CONTRACT HSSE plan.
2.2 STATEMENT OF RESOURCES
2.2.1 The TENDERER shall include hereinafter details of its resources and capability to
perform the WORK. Statements shall be provided (on separate pages) for each of the
following:
(a) Experience
Client Name
Description of
Name of Project Value of Project Start/Finish Dates and Contact
Work
Details

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Brunei Shell Petroleum Company
Slickline WRFM & Associated Services
Contract No. C190080/TWC Invitation to Tender

* Client contact details should include a name (and email/telephone number) who can be contacted for
references.

(b) Subcontracting
The TENDERER shall state below details of any SUBCONTRACTORS which it
proposes to use in performance of the WORK. The naming of any proposed
SUBCONTRACTORS shall not imply acceptance or approval by COMPANY and
COMPANY’s rights, as set out in Section 2 of the CONTRACT, shall not be prejudiced
by any statement regarding prospective SUBCONTRACTORS hereunder. The
following describes the requirements with respect to the use of COMPANY’s lists of
registered local CONTRACTORS.
(i) CONTRACTOR shall not subcontract any part or the whole of the WORK without
first obtaining the prior approval of COMPANY.
(ii) In all instances whereby there is any part of the WORK to be subcontracted,
CONTRACTOR shall ensure that CONTRACTORS on COMPANY’s lists of
registered local CONTRACTORS are provided with equal opportunities to bid or
subcontract the WORK.
(c) Organisation
TENDERER shall include hereunder its proposed organization chart for undertaking
the WORK. This shall show:
(i) senior management of TENDERER;
(ii) the position and reporting relationship between the person responsible for the
day to day management and execution of the proposed services and the senior
management;
(iii) a detailed organization chart describing the CONTRACTOR PERSONNEL /
functions used in the execution of the proposed services, noting KEY
PERSONNEL;
(iv) the organization chart shall also detail which positions are filled or are planned
to be filled by Bruneian citizens or residents during the CONTRACT period;
(v) the organization chart shall also detail which positions are full time or
permanently available or part time during the execution of the project;
(vi) the nationality of each person;
(vii) the ratio of Bruneian / non Bruneian.
The proposed organization chart shall identify the SUBCONTRACTOR from which
the holder of each position shall be sourced, detailing what relationship exists
between TENDERER and any such SUBCONTRACTOR as appropriate.
(d) KEY PERSONNEL
The TENDERER shall submit the curriculum vitae of all KEY PERSONNEL (listed
below) which it proposes to employ in the execution of the WORK. KEY PERSONNEL
and the minimum qualifications / experience criteria are specified in Section 4 of the
CONTRACT. If not specified by COMPANY, the TENDERER shall specify the
academic or other qualifications and experience considered necessary for the
personnel to fill the key positions. The TENDERER shall include an organisation chart
of KEY PERSONNEL stating their nationalities as part of their submission for (c) above.

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Brunei Shell Petroleum Company
Slickline WRFM & Associated Services
Contract No. C190080/TWC Invitation to Tender

(e) CONTRACTOR PERSONNEL


The TENDERER shall list hereunder all CONTRACTOR PERSONNEL required to fulfil
CONTRACTOR’s obligations in the event of the award of the CONTRACT, including:
(i) Number of administrative staff, technical (identified by skill), supervisors, foremen
(separately identified by trade), skilled and unskilled workers;
- currently employed
- required to perform the WORK
- available for this CONTRACT
- committed to other contracts
- sources of additional recruitment
- mobilisation time for additional recruitment
- nationalities of the CONTRACTOR PERSONNEL
(ii) The proposed source(s) of the CONTRACTOR PERSONNEL required to be
permanently available to fulfil the CONTRACTOR’s obligations under the
CONTRACT but who are not immediately available under (i) above, and the
mobilisation period required for such labour.
(iii) The proposed source(s) of the additional CONTRACTORS PERSONNEL which
will be periodically but not permanently required to fulfil the CONTRACTOR’s
obligations under the CONTRACT, and the period required to mobilise such
labour.
(iv) The ratio of foremen / supervisors to workers in typical work disciplines.
(v) A Bruneianisation plan, showing the positions to be filled by Bruneians, training
and progression.
PERSONNEL RESOURCES
TOTAL NUMBER
Total Required

Subcontractor

Additional to
be Recruited

Time of Add.
Recruitment

Recruitment
Mobilisation

Nationality
Additional
Source of
Available

Total Via

Function
Total

Description

(f) CONTRACTOR ITEMS & GOODS Specifications


TENDERER shall provide details of the proposed equipment to perform the WORK, as
specified in this TENDER, including but not limited to the following:
(i) Equipment owned by the TENDERER and available for the CONTRACT.
(ii) Equipment required and which would be purchased or rented.
(iii) The proposed source(s) of additional equipment which would be rented or
purchased and the mobilisation period.
(iv) Other proposed equipment with detailed specification shall be submitted for
COMPANY evaluation.

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Brunei Shell Petroleum Company
Slickline WRFM & Associated Services
Contract No. C190080/TWC Invitation to Tender

(g) CONTRACTOR ITEMS & GOODS Certifications


TENDERER shall list below particulars of all existing equipment (as described in the
CONTRACT) which it proposes to use in the performance of the WORK, including their
serial numbers, date of last inspection, and the identity of the inspection company /
authority.
A copy of the latest certificate of fitness shall be included with the TENDER.
LAST
YEAR / SERIAL INSPECTION
DESCRIPTION MANUFACTURER INSPEC.
MODEL NO. AUTHORITY
DATE

(h) Offices / Facilities / Workshops


The TENDERER shall provide details of facilities proposed in connection with the
WORK including, but not limited to the following (note, CONTRACTOR’s facilities shall
not be located on any COMPANY concession land):
(i) TENDERERS offices, fabrication, maintenance and repair facilities, workshops
and their layouts. These facilities must be in the COUNTRY OF OPERATION.
(ii) Design facilities.
(iii) Materials procurement facilities and storage areas.
(iv) CONTRACTOR PERSONNEL and materials transportation.
(v) Any other facilities.
(i) Products Literature, Catalogues, and Other Related Documents
The TENDERER shall provide, as an integral part of the TENDER, product literature
and catalogues for the proposed equipment.
(j) Existing and Future Commitments
The TENDERER shall provide relevant details of current and future commitments. The
TENDERER shall demonstrate that the workload of this CONTRACT and any of
TENDERER’s other confirmed and possible future concurrent work shall not exceed
the capacity of the TENDERER’s resources.
TENDERER shall:
(i) include a manpower loading chart;
(ii) include an analysis of current workload versus manpower and equipment
availability;
(iii) provide a list of tenders currently in bidding.
2.3 QUALITY (QA/QC/QCS) MANAGEMENT
(a) The TENDERER shall provide details of the quality plan including internal audit
schedules for both its own and its SUBCONTRACTORS activities it intends to follow
in order that performance shall meet with the requirements of the CONTRACT.

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Brunei Shell Petroleum Company
Slickline WRFM & Associated Services
Contract No. C190080/TWC Invitation to Tender

(b) The TENDERER shall supply details of any independently approved quality assurance
/ quality control systems with which it has obtained approval, e.g. ISO 9000, and details
of the last formal audit.
(c) The TENDERER shall submit a quality assurance / quality control plan for the WORK.
(i) Quality System and Quality Plan
- The TENDERER shall demonstrate its ability to provide services of the required
quality by maintaining an effective, documented quality system.
- The TENDERER shall submit a quality plan describing the application of its
quality system to the services, including that to be performed by any
SUBCONTRACTORS and a typical inspection and test plan. The quality plan
shall be prepared in accordance with the requirements contained in Section 4 –
Scope of Work.
- Quality shall include QA and QC plan for the WORK both performing
TENDERER and its SUBCONTRACTORS.
(ii) Supporting Documentation
The following supporting documentation shall be provided for evaluation and shall
be separately bound from the TENDERER’s quality plan submission.
- Procedure Register. The TENDERER shall submit one copy of its register of
corporate procedures used for control of design, procurement, construction and
load out with an indication of the current status.
- Appraisals. The TENDERER shall submit a list of any quality appraisals carried
out by external sources within the last twenty-four (24) months, identifying the
source and the standard against which the appraisal was carried out, and with
the results summarised.
- Audits. The TENDERER shall submit a list / register of internal quality audits
carried out within the last twelve (12) months, clearly identifying the subject /
department observations, non-conformances and follow-up plans.
(iii) GOODS Traceability
The TENDERER shall propose a system and submit a procedure for ensuring full
traceability of GOODS and materials. The procedure shall include the methodology
whereby critical materials are defined which consequently requires to be traced
and for which certificates of compliance (for example in accordance with ISO
10474 3.16) are necessary. Systems and procedures are subject to COMPANY
approval.
(iv) The TENDERER shall submit a copy of its corporate quality manual which shall
include as a minimum:
- Policy and authority statement.
- Details of corporate organisation and structure.
- Details of quality documentation hierarchy.
- System of qualifying CONTRACTOR PERSONNEL and assurance of suitability
of CONTRACTOR PERSONNEL.
- Generic job descriptions.
- System of selection, qualification and control of SUBCONTRACTORS and
agents.
- Control of interface activities and co-ordination measures between various
departments and offices during all phases of the WORK.

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Brunei Shell Petroleum Company
Slickline WRFM & Associated Services
Contract No. C190080/TWC Invitation to Tender

- Overall list of generic CONTRACTOR procedures including a brief description of


its application.
- System for preparation, checking and approval of WORK documents /
procedures.
- System for dealing with WORK changes, design changes / revisions of
procedures, etc.
- CONTRACTOR PERSONNEL,GOODS and equipment resources.
- Sample QC plan.
(d) TENDERER shall populate questionnaire below:
No. QAQC Questionnaire TENDERER Responses
1 Does your company have a Quality Manual?
Is it approved by Top Management? Is the
revision controlled? If YES, please attach
copy.
2 Does your company have a Quality Policy
and its Quality Objectives? If YES, please
attach copy.
3 Does your company have a system to
review, update and disseminate new
Industry or Company Quality requirements?
If YES, please attach copy of the process.
4 Does your company have a documented
procedure for control of documents &
records? If YES, please attach copy.
5 Is your company accredited to (an) Industrial
standard for Quality Management System? If
YES, attach certificate.
(e.g. ISO 9001:2015, API SPEC Q1 or API
SPEC Q2).
6 Is there a Senior Manager responsible for
quality?
Does the Senior Manager have the authority
to ensure that processes are established,
implemented & maintained to support the
QMS?
If YES, please attach copy.
7 How often does the Senior Management
review the QMS for effectiveness? Are QMS
reviews planned, scheduled and recorded?
If YES, please attach copy.
8 Does your company have measurable
quality objectives for the current year? Is
progress against the objectives being
communicated to your company and your
client? If YES, please attach copy.
9 How do you track and communicate your
quality objectives within your company? Can
we review the last up to date measurements
& analysis?
If YES, please attach copy.
10 Does your company possess the necessary
organization capability needed to implement,

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Brunei Shell Petroleum Company
Slickline WRFM & Associated Services
Contract No. C190080/TWC Invitation to Tender

maintain, and improve the effectiveness of


the QMS. If YES, please attach copy of your
organizational structure with respect to
QUALITY.
11 How does your company provide training
and awareness on your company's Quality
Management System to all relevant functions
and levels, including new hires, and ensuring
the policy is understood, implemented and
maintained?
Please attach a copy of relevant information.
12 How does your company determine the
necessary Quality competency and provide
the necessary training?
Please attach copy.
13 How does your company maintain the
appropriate records of education & training
and keep them up to date?
Please attach a copy of relevant information.
14 Does our company have a Service Quality
Plan (SQP)?
If YES, please attach copy.
15 How does your company ensure that the
working practices and procedures used on
site are consistently in accordance with your
company's Quality Policy and Objectives?
Please attach copy.
16 Does your company have a documented
Preventive Maintenance, Inspection and
Test Program? If YES, please attach copy.
17 Does your company have a documented
procedure for the proper recording,
controlling and maintaining of all critical
service related products used in your
premises? If YES, please attach copy.
18 Does your company have a documented
process in identifying your company's critical
suppliers and subcontractors? Does the
process include assessment & routine health
check of the critical suppliers and sub-
contractors? If YES, please attach relevant
information.
19 Does your company have an Approved
Supplier List (ASL)? Are purchases only
made from approved suppliers?
If YES, please attach copy.
20 Does your company have a documented
procedure to verify purchased products
and/or services meets your company's
specified requirements? If YES, please
attach copy.
21 Does your company having a documented
procedure to ensure that testing,
measurement, monitoring and detection

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Brunei Shell Petroleum Company
Slickline WRFM & Associated Services
Contract No. C190080/TWC Invitation to Tender

equipment (TMMDE) are traceable,


calibrated, maintained and controlled with
records kept?
If YES, please attach copy/master list as
example.
22 Does your company have a documented
process for the identification, assessment,
control and mitigation of risks for Quality
related services and service related
products? If YES, please attach copy.
23 Does your company have a documented
procedure for management of change
(MOC)? If YES, please attach copy.
24 Does your company have a stop work policy
when Quality non-conformance are
encountered?
Please attach copy.
25 Does your company have a reporting and
follow up system for Quality non-
conformance observations?
Please attach copy.
26 What key KPIs does your company monitor
to determine if your company has met your
customer’s requirements?
Please attach relevant information.
27 Does your company have a Non-Productive
Time (NPT) response plan? If YES, please
attach copy.
28 Does your company have a documented
procedure for investigation of Quality related
incidents and/or service related product
failures?
If YES, please attach copy.
29 Does your company have a documented
procedure for implementation, follow up &
determination of effective of Corrective
action and Preventive action(CAPA) plans
from incident close out of quality related
incidents and/or service related product
failures?
If YES, please attach copy.
30 How often does your company perform an
internal Audit of your company’s QMS?
Please provide last internal QMS Audit.
31 Does your company maintain the records of
improvement plans, audits and their follow up
actions?
If YES, please attach copy.
32 Does your company monitor information
relating to customer perception &
complaints? Indicate the process of your
company follows to resolve customer
complaints.
Attach relevant information as required.

Page 30 of 53
Brunei Shell Petroleum Company
Slickline WRFM & Associated Services
Contract No. C190080/TWC Invitation to Tender

2.4 METHOD STATEMENT, EXECUTION PLAN, SCHEDULE AND DELIVERABLES


(a) The TENDERER shall provide the cost effective method statement for performing the
WORK as stated in Section 4 – Scope of Work. The TENDERER shall detail the
activities and overall time frame of its mobilisation requirements and how these will
comply with any specified COMPANY commencement aspiration.
(b) The TENDERER shall provide an overall method statement for performing the WORK
as stated in Section 4 – Scope of Work.
(c) The TENDERER shall provide details of the TENDERER’s proposed execution plan
for the WORK. This should include equipment, materials, CONTRACTOR
PERSONNEL and procedures to be used.
(d) The TENDERER shall provide details of its proposed project management, planning,
monitoring and control systems and procedures to be used for the WORK.
(e) The TENDERER shall provide more details of the activities (i.e. the lowest level of
activities required), lead times and overall time frame of its mobilisation requirements
/ plan and how these will comply with the specified COMPANY requirements.
2.5 ROAD/LAND TRANSPORT
(a) It is a requirement of COMPANY that CONTRACTOR shall conform to and execute
the CONTRACT in accordance with the COMPANY’s land transport policy and
associated specifications, procedures and guidelines as per Section 5, Article 3. This
ensures all land transport activities, including materials handling activities are done in
compliance with COMPANY standard on land transport, BSP-02-1652, and land
transport policy.
(b) There is a requirement for all vehicles to be driven in Brunei to pass the annual
COMPANY inspection test. For designated drivers the COMPANY driver assessment
will apply.
(c) Such provisions shall be included in the CONTRACT HSSE plan.
(d) TENDERERS are required in their TENDER submission to identify the vehicles and
the mobile mechanical handling equipment that will be used to perform the WORK and
confirm they and the drivers will comply with the COMPANY’s standards.

2.6 SCOPE SPECIFIC INSTRUCTION


2.6.1 TENDERER shall populate Article 8.1 (a), 10.1.3 and 12 in Section 3- Schedule of Prices.
Incomplete bid may lead to disqualification. TENDERER shall submit a copy in native file
format (Word Document or Excel) for Section 3 Schedule of Prices.
2.6.2 TENDERER shall submit base bid for all three options in Article 12 Section 3 Scope of
Work. This is to be read in reference to Section 4 Scope of Work. The COMPANY have
the right to select which option to be awarded. The quantity of locations is an estimate.
COMPANY holds the rights to amend the number of locations throughout the duration of
the CONTRACT based on IAP requirement.
2.6.3 TENDERER shall meet fit-for-purpose specification and in compliance to the standards
stipulated in SECTION 4 Scope of Work.
2.6.4 TENDERER may submit alternative bid (with specification) for operational efficiency or
green technology alternative. For example, on land operation a provision for slickline truck.

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Brunei Shell Petroleum Company
Slickline WRFM & Associated Services
Contract No. C190080/TWC Invitation to Tender

2.6.5 TENDERER shall submit specification sheet, certification and maintenance records
for all proposed package content, referencing clearly against Article 2 to Article 5 Section
4B Scope of Work.
2.6.6 TENDERER shall submit an inventory list of their existing equipment, downhole tools and
their sizes and quantities to meet the scope based on number of locations.
2.6.7 TENDERER shall submit an inventory list with specification of Wireline downhole tools to
execute the task reference in Section 3 Schedule of Prices.
2.6.8 TENDERER shall submit CVs for proposed personnel in the positions listed in Article 4
section 4B Scope of Work.
2.6.9 TENDERER shall submit history of fishing experience jobs, personnel CV’s, list of
equipment and tools available and past programs conducted.
2.6.10 TENDERER shall submit TENDERER’s management systems for the following;
a) Wire management document: This is TENDERER’s plan on how to manage Wire
b) Wireline Operation Manual: Capturing TENDERER’s Work instruction on how they
execute operations end to end (for example: from the moment TENDERER
equipment is Rig-up to Rig-down).
c) Well Program: TENDERER shall submit an example of their well program based on
Attached Zip Folder ITT 0 Template 1 and ITT 0 Template 2.
2.6.11 TENDERER shall provide case history and demonstrate previous successful application of
the proposed equipment. Additionally, TENDERER shall specify if GOODS,
CONTRACTORS ITEMS and equipment was used by other AFFILIATES of COMPANY,
such as Shell Operating Units (please name them).
2.6.12 TENDERER shall clearly indicate which services are intended to be subcontracted to
technical partners or local vendors. TENDERER shall provide a list of their subcontractors.
2.6.13 TENDERERS shall provide full details of the repair/maintenance facility to use in support
of any awarded CONTRACT. This facility shall be based in Brunei.
2.6.14 TENDERER participating with technical partners are required to submit a document
illustrating responsibility split of Work between TENDERER and its technical partners.
TENDERER shall provide plan on how TENDERER will transfer knowledge and transition
into a self-sustaining local slickline service provider.

Page 32 of 53
Brunei Shell Petroleum Company
Slickline WRFM & Associated Services
Contract No. C190080/TWC Invitation to Tender

APPENDIX 3 – PRE-COMMERCIAL / COMMERCIAL


3.1 SECRECY AGREEMENT
In consideration for being invited to tender, the TENDERER shall comply with, and its
authorised representative shall sign, the Non-Disclosure Agreement which is attached
hereto as Attachment 2 and return a copy within seven (7) days or receipt of Tender
Documents or Invitation to Tender, whichever is earlier.
However, the original signed copy shall be returned as part of the Pre-commercial /
Commercial submission of the bid.
3.2 DECLARATION OF BUSINESS PRINCIPLES
In consideration for being invited to tender, the TENDERER shall comply with, and its
authorised representative shall sign, the Declaration of Business Principles which is
attached hereto as Attachment 3 and return a copy within seven (7) days or receipt of
Tender Documents or Invitation to Tender, whichever is earlier.
However, the original signed copy shall be returned as part of the Pre-commercial /
Commercial submission of the bid.
3.3 BUSINESS STRUCTURE
TENDERER shall include hereunder a statement of its business structure including:
(a) The identity of the TENDERER including its precise name and trading title:
___________________________________________________________________
___________________________________________________________________
___________________________________________________________________
___________________________________________________________________
(b) The TENDERER’s place of incorporation:
___________________________________________________________________
___________________________________________________________________
___________________________________________________________________
___________________________________________________________________
(c) The TENDERER’s registered address, or if not registered in Brunei, the name and
address of an agent who (as part of the tender documentation submitted by
TENDERER) shall accept responsibility for the service of process in the name of the
TENDERER in Brunei.
___________________________________________________________________
___________________________________________________________________
___________________________________________________________________
___________________________________________________________________
(d) Notwithstanding that it is the responsibility of any successful TENDERER to comply
with the laws and regulations in force in Brunei, any international company that
establishes a place of business in Brunei is required by law to register at the Registry
of Companies either as a branch of a foreign company or as a separate locally
incorporated company in accordance with the Brunei Companies Act (Cap 39). This is
usually to be completed within three (3) months of the establishment of a place of
business in Brunei by such a company or within three (3) months of award of this
CONTRACT by COMPANY. International TENDERER shall acknowledge this
obligation in their TENDER hereof.

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Brunei Shell Petroleum Company
Slickline WRFM & Associated Services
Contract No. C190080/TWC Invitation to Tender

___________________________________________________________________
___________________________________________________________________
___________________________________________________________________
___________________________________________________________________
(e) The date when the TENDERER was incorporated and first started trading.
___________________________________________________________________
___________________________________________________________________
(f) The identity and place of incorporation of the TENDERER’s parent company (if
applicable).
___________________________________________________________________
___________________________________________________________________
COMPANY requires TENDERER to obtain execution of the Parent Company
Guarantee as detailed in Attachment 1 hereto.
(g) The TENDERER shall supply
(i) A copy of its latest audited accounts in the last three years.
(ii) A copy of its parent company’s latest audited accounts (if applicable).
(iii) A proposal of how TENDERER proposes to be financially able to carry out the
Scope of Tender throughout the proposed 5 year Contract duration.
(1) If TENDERER proposes to obtain a loan from a financial institution to support
the Scope of Tender, TENDERER shall supply a letter of guarantee from the
financial institution for guaranteed financial support throughout the proposed
Contract duration.

(h) TENDERER, who is solely an international company and is doing business in Brunei
as a locally incorporated company or as a branch of foreign company, shall submit
along with the TENDER, evidence of registration at the Company Registry as a local
incorporated company or as a branch of a foreign company in Brunei.
___________________________________________________________________
___________________________________________________________________
(i) TENDERER should declare whether or not there is any known financial or other
interest held in them by an employee of COMPANY.
___________________________________________________________________
___________________________________________________________________
(j) In the event COMPANY wishes not to award a contract as a result of this TENDER,
TENDERER shall be due no compensation whatsoever. TENDERER shall
acknowledge this.
___________________________________________________________________
___________________________________________________________________
___________________________________________________________________
___________________________________________________________________
(k) All local services for the execution of this CONTRACT, within the capabilities of the
local partner, shall be performed by the local partner. A schedule of these services
should be submitted by the TENDERER together with their TENDER.

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Brunei Shell Petroleum Company
Slickline WRFM & Associated Services
Contract No. C190080/TWC Invitation to Tender

___________________________________________________________________
___________________________________________________________________
___________________________________________________________________
___________________________________________________________________
___________________________________________________________________
___________________________________________________________________

3.4 SCHEDULE OF PRICES


3.4.1 TENDERER shall detail proposed prices for the required WORK in accordance with the
attached Section 3 – Schedule of Prices and Appendix 1, Section 3 Schedule of Prices.
The TENDERER is to price the schedules and submit them with the TENDER as described
below.
3.4.2 The TENDERER shall submit the proposed Schedule of Prices in accordance with Article
7 of Section B – Instructions to Tenderers. Each page shall be signed by the TENDERER
and shall be returned as part of the Pre-Commercial / Commercial submission of the bid.
3.5 PAYMENT DETAILS
The TENDERER shall include hereunder details of the TENDERER’s:
(a) Bank account number to which payment should be made:
___________________________________________________________________
___________________________________________________________________
(b) Name of bank:
___________________________________________________________________
___________________________________________________________________
(c) Address of bank:
___________________________________________________________________
___________________________________________________________________
___________________________________________________________________
___________________________________________________________________
___________________________________________________________________
___________________________________________________________________
___________________________________________________________________
___________________________________________________________________
(d) Account name:
___________________________________________________________________
___________________________________________________________________

Note: It is COMPANY’s policy that any proposed bank account in the United States is not
acceptable.

Page 35 of 53
Brunei Shell Petroleum Company
Slickline WRFM & Associated Services
Contract No. C190080/TWC Invitation to Tender

3.6 QUALIFICATIONS
Note: in the case of any Qualifications COMPANY reserves the right to reject the
TENDER.

3.6.1 COMMERCIAL QUALIFICATIONS

3.6.1.1 In the Table 1 below TENDERER shall list each of the Commercial Qualifications to the
CONTRACT on which its TENDER is based with specific reference to the particular item
in respect of which each Commercial Qualification has been made stating the reasons for
each Commercial Qualification.
3.6.1.2 TENDERER warrants that all its Commercial Qualifications are listed in this Table 1 and
acknowledges that COMPANY has no responsibility to search for, discover, identify or
resolve any other qualification not so listed.
3.6.1.3 It is stressed that TENDERER should enter in this Table 1 only Commercial Qualification
to those requirements of COMPANY which the TENDERER feels unable to comply with at
any price.
3.6.1.4 This Table 1 will not be included in the CONTRACT, but, to the extent that some or all of
the Commercial Qualifications are accepted by COMPANY, the CONTRACT will be
amended to reflect such Commercial Qualifications.
3.6.1.5 TENDERER shall complete this Table 1 by stating either
"We make no Commercial Qualifications to this TENDER",
or
"This TENDER is made subject to the following Commercial Qualifications"
and shall submit its Commercial Qualifications in the following format.
3.6.1.6 The following Table lists all TENDERERS Commercial Qualifications to the CONTRACT:

Table 1, Commercial Qualifications

Reference in the Original Article (full Text of TENDERER Reason for TENDERER
CONTRACT wording) proposed wording Proposed
in mark up Commercial
Qualification

Page 36 of 53
Brunei Shell Petroleum Company
Slickline WRFM & Associated Services
Contract No. C190080/TWC Invitation to Tender

3.6.2 TECHNICAL QUALIFICATIONS

3.6.2.1 In this Table 2 TENDERER shall list each of the Technical Qualifications to the CONTRACT on
which its TENDER is based with specific reference to the particular GOODS and CONTRACTORS
ITEMS in respect of which each Technical Qualification has been made stating the reasons for the
Technical Qualification.
3.6.2.2 TENDERER warrants that all its Technical Qualifications are listed in this Table 2 and acknowledges
that COMPANY has no responsibility to search for, discover, identify or resolve any other
qualification not so listed.
3.6.2.3 It is stressed that TENDERER should enter in this Table 2 only Technical Qualifications to those
requirements of COMPANY which the TENDERER feels unable to comply with at any price.
3.6.2.4 This Table 2 will not be included in the Proposed Contract Documents but, to the extent that some
or all of the Technical Qualifications are accepted by COMPANY, the CONTRACT will be amended
to reflect such Technical Qualifications.
3.6.2.4.5 TENDERER shall complete this Table 2 by stating either
"We make no Technical Qualifications to this TENDER",
or
"This TENDER is made subject to the following Technical Qualifications"
and shall submit its Technical Qualifications in the following format.
3.6.2.4.6 The following Table lists all TENDERERS Technical Qualifications to the CONTRACT:

Table 2, Technical Qualifications

Reference in the Original Article (full Text of TENDERER’s Reason for TENDERER’s
CONTRACT wording) proposed wording in Proposed Technical
mark-up Qualification

Page 37 of 53
Brunei Shell Petroleum Company
Slickline WRFM & Associated Services
Contract No. C190080/TWC Invitation to Tender

3.7 DECLARATION BY TENDERER


The TENDERER shall submit a declaration in their bid as follows:
“We have reviewed the Tender Documents with all its Appendices and Attachments in detail and to
our satisfaction and hereby declare that we fully comply with the Tender Documents requirements
including but not limited to Tender Bulletins / Addendums without any unauthorised deviations and
qualifications, and therefore, this bid shall be the base bid of the TENDERER.”

The TENDERER shall sign hereunder and submit this declaration with their bid.

For:
__________________________________________________________________

Signed:
__________________________________________________________________

Print name:
__________________________________________________________________

Position held:
__________________________________________________________________

Date signed:
__________________________________________________________________

Page 38 of 53
Brunei Shell Petroleum Company
Slickline WRFM & Associated Services
Contract No. C190080/TWC Invitation to Tender

ATTACHMENT 1 - PARENT COMPANY GUARANTEE

PARENT COMPANY GUARANTEE

between

BRUNEI SHELL PETROLEUM CO. SDN BHD

and

[**insert CONTRACTOR]

[**insert CMS#]

Page 39 of 53
Brunei Shell Petroleum Company
Slickline WRFM & Associated Services
Contract No. C190080/TWC Invitation to Tender

CONTENTS

1. DEFINITIONS AND INTERPRETATION ................................................. Error! Bookmark not defined.


2. GUARANTEE AND INDEMNITY ............................................................. Error! Bookmark not defined.
3. NO RELEASE OF LIABILITY .................................................................. Error! Bookmark not defined.
4. CONTINUING GUARANTEE ................................................................................................................ 42
5. DEALINGS WITH CONTRACTOR .......................................................... Error! Bookmark not defined.
6. PAYMENT ............................................................................................... Error! Bookmark not defined.
7. GUARANTOR NO COMPETITION WITH COMPANY.......................................................................... 44
8. NOTICES ............................................................................................................................................... 44
9. CONDITIONAL DISCHARGE.................................................................. Error! Bookmark not defined.
10. GOVERNING LAW AND DISPUTE RESOLUTION .............................................................................. 45
11. ASSIGNMENT ....................................................................................................................................... 46
12. PROPERTY ........................................................................................................................................... 46
13. THIRD PARTY RIGHTS ........................................................................................................................ 46

Page 40 of 53
Brunei Shell Petroleum Company
Slickline WRFM & Associated Services
Contract No. C190080/TWC Invitation to Tender

THIS GUARANTEE IS MADE AS A DEED AND IS DATED [**insert date]

BETWEEN

[**COMPANY],
whose registered office is at [**, (**) **, **] (“COMPANY”),

and

[**CONTRACTOR’S PARENT COMPANY OR AFFILIATE AS APPROPRIATE],


whose registered office is at [**, (**) **, **] (“GUARANTOR”).

RECITALS

A. [CONTRACTOR NAME], (the “CONTRACTOR”) is entering into or has entered into the CONTRACT
with the COMPANY concerning […include short description of the WORK…].
B. The GUARANTOR is an AFFILIATE of the CONTRACTOR.
C. The CONTRACTOR has requested that the GUARANTOR provide this PARENT COMPANY
GUARANTEE in favour of the COMPANY in connection with the CONTRACTOR’s obligations under
the CONTRACT.

THE PARTIES AGREE AS FOLLOWS

1. DEFINITIONS AND INTERPRETATION

Capitalised terms used and not otherwise defined in this GUARANTEE have the meanings given to them in
the CONTRACT.

CONTRACT the Provision of Slickline WRFM & Associated Services dated [**date of
agreement] identified by agreement number C170167, including
amendments.

CONTRACTOR the party, together with COMPANY, to the CONTRACT.

GUARANTEE this document and its related undertakings agreed between the parties.

OBLIGATIONS all obligations, duties, undertakings, and covenants of CONTRACTOR


under the CONTRACT, whether arising before, on, or after the date of
this GUARANTEE, including any obligations of CONTRACTOR that
may survive termination of the CONTRACT.

2. GUARANTEE AND INDEMNITY

2.1 Undertaking
GUARANTOR:

(i) unconditionally and irrevocably guarantees to and for the benefit of COMPANY that CONTRACTOR
will perform and observe the OBLIGATIONS, and comply with the terms and conditions, of the
CONTRACT in all respects as if GUARANTOR were the sole principal obligor and not merely
GUARANTOR. All payments by the GUARANTOR must be made within ten (14) days of receiving such
written demand in accordance Article 6(a) of this GUARANTEE; and

(ii) As a separate, original and independent obligation under this GUARANTEE, the GUARANTOR
irrevocably and unconditionally agrees to INDEMNIFY COMPANY GROUP in full on demand against
all LIABILITIES suffered or incurred by COMPANY GROUP in respect of:

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a) any failure by CONTRACTOR to perform or comply with any OBLIGATIONS; or

b) any of the guaranteed OBLIGATIONS being or becoming void, invalid or otherwise unenforceable.

3. NO RELEASE OF LIABILITY
(a) As between GUARANTOR and COMPANY (but without affecting any obligations of CONTRACTOR),
GUARANTOR remains liable under this GUARANTEE as sole primary obligor and not merely as a
surety.
(b) The obligations and liabilities of the GUARANTOR under this PARENT COMPANY GUARANTEE will
be absolute and unconditional and will remain in full force and effect until all of the guaranteed
OBLIGATIONS have been performed in their entirety. Except as specifically otherwise provided in
this GUARANTEE, the GUARANTOR will not be released or discharged from any of its obligations
and liabilities under this GUARANTEE, and such obligations and liabilities will not be discharged,
waived, modified, impaired, prejudiced or otherwise affected upon the happening from time to time of

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any event or circumstance, including without limitation any of the following, whether or not with notice
to, or with the consent of, the GUARANTOR:

(i) any time, indulgence, waiver, or consent given to CONTRACTOR or any other PERSON;
(ii) any amendment to or variation of SCOPE in the CONTRACT or to any security or other
guarantee or indemnity;

(iii) the making or absence of any demand on CONTRACTOR or any other PERSON for payment;
(iv) the enforcement or absence of enforcement of CONTRACT or of any security, right of action, or
other guarantee, or indemnity;

(v) the release of any such security, right of action, guarantee, or indemnity;

(vi) any INSOLVENCY EVENT, liquidation, dissolution, amalgamation, reconstruction, or


reorganisation of CONTRACTOR or any other PERSON;

(vii) any change in the constitution, status, control or ownership of the CONTRACTOR;
(viii) the illegibility, invalidity, or unenforceability, or any defect in any provision of the CONTRACT or
any of CONTRACTOR’s OBLIGATIONS;
(ix) any failure, defect, or unenforceability of any OBLIGATION or any term or condition of the
CONTRACT;

(x) any disability or incapacity of CONTRACTOR;

(xi) the fraud of CONTRACTOR;

(xii) the non-existence of any matter which GUARANTOR considers a condition precedent (and if
any such matter is considered to be a condition precedent, it is expressly waived);
(xiii) the lack of authority of any director of CONTRACTOR or of any other PERSON acting or
purporting to act on behalf of CONTRACTOR with the express or implied authority of
CONTRACTOR; or
(xiv) any other act, event, or omission which might operate to discharge, impair, or otherwise affect
any of GUARANTOR’S obligations or liabilities under this GUARANTEE or any rights, remedies
or powers conferred on COMPANY under the CONTRACT.
(c) GUARANTOR waives any rights to require COMPANY, before proceeding against GUARANTOR, to
pursue first any remedy which COMPANY may have against CONTRACTOR.

(d) GUARANTOR covenants with COMPANY that if CONTRACTOR should go into liquidation, due to an
INSOLVENCY EVENT or other reason, and the liquidators disclaim the CONTRACT, then the liability
of the GUARANTOR under this GUARANTEE remains in full effect.

4. CONTINUING GUARANTEE
This GUARANTEE is a continuing security and is not discharged by the performance of any particular
OBLIGATION and remains in full effect until all OBLIGATIONS are performed in full.

5. DEALINGS WITH CONTRACTOR


Before enforcing this GUARANTEE in respect of any OBLIGATION, COMPANY will demand
performance by CONTRACTOR. But COMPANY is not obliged to seek to enforce any remedy it may
have under the CONTRACT or at law, initiate any legal proceedings, obtain any judgment, or make or
file any claim in the bankruptcy, dissolution, or winding up of CONTRACTOR (or equivalent
proceedings in any other jurisdiction). COMPANY need not advise GUARANTOR of its dealings with
CONTRACTOR nor of any failure by CONTRACTOR to perform any OBLIGATION or comply with any
term or condition of the CONTRACT.
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6. PAYMENT

(a) All payments by GUARANTOR under this GUARANTEE must be made within ten days from receipt
by GUARANTOR of COMPANY’s demand in accordance with the instructions of COMPANY.
(b) If as a result of the different tax residencies or domiciles of GUARANTOR and CONTRACTOR,
GUARANTOR is obliged by law to make any such deduction, the amount due from GUARANTOR will
be increased to the extent necessary to ensure that, after the making of the deduction, COMPANY
receives a net amount equal to the amount it would have received had no deduction been required to
be made.

(c) All payments must be made in the currency applicable to the CONTRACT. If any sum is paid by
GUARANTOR in a currency other than that in which the OBLIGATIONS are payable, GUARANTOR
agrees to INDEMNIFY COMPANY for all LIABILITIES arising from the conversion by COMPANY of
the currency into the currency applicable to the CONTRACT.
(d) GUARANTOR will bear any and all costs and expenses incurred by COMPANY in recovering any
sums due from GUARANTOR under this GUARANTEE.

7. GUARANTOR NO COMPETITION WITH COMPANY

The following provision apply so long as any of the OBLIGATIONS remain outstanding:

(i) Whether by payment of any sum due under this GUARANTEE or by any other means,
GUARANTOR will not:

A) claim or recover by the institution of proceedings, the threat of proceedings, or


otherwise such sum from CONTRACTOR;
B) claim any set-off or counterclaim against CONTRACTOR;

C) prove in competition with COMPANY in respect of any payment by GUARANTOR;


D) claim or have the benefit of any security which COMPANY holds or may hold for any
money or LIABILITIES due from or incurred by CONTRACTOR to COMPANY, or hold
any security from CONTRACTOR without the prior written consent of COMPANY.
(ii) If GUARANTOR holds any security in breach of this sub-article, or receives any sums from
CONTRACTOR in respect of any payment of GUARANTOR under this GUARANTEE,
GUARANTOR will hold the security or monies in trust for COMPANY so long as any sums are
payable (contingently or otherwise) under this GUARANTEE.

8. NOTICES

Notices under the GUARANTEE must be made in the manner set out in the GENERAL TERMS AND
CONDITIONS of the CONTRACT and delivered:

To COMPANY:

[**include details]

To CONTRACTOR:

[**include details]

9. CONDITIONAL DISCHARGE

Any release, discharge, or settlement between GUARANTOR and COMPANY is conditional upon no
security, disposition, or payment to COMPANY by CONTRACTOR or any other PERSON in respect
of the OBLIGATIONS being void, set aside, or ordered to be refunded under APPLICABLE LAW in

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relation to bankruptcy, liquidation, or insolvency (or its equivalent in any relevant jurisdiction) or other
reason. If any condition is not fulfilled, COMPANY is entitled to enforce this GUARANTEE and recover
immediately any value or amount due as if the release, discharge, or settlement had not occurred and
payment had not been made.

10. REPRESENTATIONS AND WARRANTIES

(a) On the COMMENCEMENT DATE the GUARANTOR hereby represents and warrants to each
BENEFICIARY that:

(i) the GUARANTOR is a company incorporated and validly existing under the laws of […] and
possesses the capacity to sue and be sued in its own name and has the power to carry on its
business and to own its property and other assets;

(ii) the GUARANTOR has full corporate power and authority to execute, deliver and perform its
obligations under this GUARANTEE and to carry out and consummate the transactions
contemplated under it and all necessary corporate and other action has been taken to
authorise the execution, delivery and performance of the same;
(iii) the obligations of the GUARANTOR under this GUARANTEE constitute its legal, valid and
binding obligations and are in full force and effect in accordance with their terms;

(iv) the execution, delivery and performance by the GUARANTOR of this GUARANTEE and the
consummation of the transactions contemplated herein does not and will not:

A) contravene any APPLICABLE LAW or any judgment, order or decree or any court
having jurisdiction over the GUARANTOR;

B) conflict with or result in a breach of any of the terms of, or constitute a default under,
any agreement or other instrument to which the GUARANTOR is a party or any licence
or other authorisation to which the GUARANTOR is subject; or
C) contravene the provisions of the GUARANTOR’s certificate of incorporation,
memorandum and articles of association, constitution or other such equivalent
constitutional documents under its jurisdiction of incorporation; and
(v) in the group of companies including the CONTRACTOR, the GUARANTOR is an AFFILIATE
of the CONTRACTOR.

(b) The GUARANTOR repeats each of the above representations and warranties on each day that this
GUARANTEE remains in force.
11. FINANCIAL CONDITION OF THE CONTRACTOR
The GUARANTOR assumes sole responsibility for being and remaining informed of the financial
condition of the CONTRACTOR and of all other circumstances bearing upon the risk of non-payment
by the CONTRACTOR of amounts owing under the CONTRACT and agrees that the COMPANY does
not and will not have a duty to advise the GUARANTOR of information known to it regarding such
condition or any such circumstances.
12. EFFECT OF PROCEEDINGS AGAINST THE CONTRACTOR
Any resolution of disputes against the CONTRACTOR in accordance with the CONTRACT will be
binding on the GUARANTOR (whether or not the GUARANTOR was party to such resolution) and the
GUARANTOR hereby irrevocably waives any and all defences to performance or payment under this
GUARANTEE which have not been raised and resolved under the CONTRACT.

13. GOVERNING LAW AND DISPUTE RESOLUTION

(a) This GUARANTEE and any dispute or claim arising out of or in connection with it, whether in tort,
contract, under statute, or otherwise, including any question regarding its existence, validity,
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interpretation, breach, or termination will be construed in accordance with the laws of England and
Wales.

(b) Any dispute or claim arising out of or in connection with this GUARANTEE or its subject matter or
formation, whether in tort, contract, under statute, or otherwise, including any question regarding its
existence, validity, interpretation, breach, or termination, and including any non-contractual claim will
ultimately be referred to, and resolved by litigation, and the parties submit to the exclusive jurisdiction
of the English courts.

(c) GUARANTOR agrees that any final and binding award rendered against COMPANY resulting from
the dispute resolution arrangement under the CONTRACT (or, if applicable another dispute resolution
procedure followed by CONTRACTOR and COMPANY) is conclusive and binding on GUARANTOR
for the purposes of determining its obligations under this GUARANTEE to the same extent that the
award is binding on CONTRACTOR.
14. INVALIDITY
If at any time any phrase, sentence, clause, section or provision (“PROVISION”) of this GUARANTEE
is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, neither:

(a) the legality, validity or enforceability in that jurisdiction of any other PROVISION of this
GUARANTEE; nor

(b) the legality, validity or enforceability under the law of any other jurisdiction of that or any
other PROVISION of this GUARANTEE, will be affected or impaired.
15. FURTHER ASSURANCES
The GUARANTOR agrees to execute and deliver to the COMPANY from time to time, upon the
BENEFICIARY’S written request, any additional instruments or documents reasonably considered
necessary by the COMPANY to cause this GUARANTEE to be, become or remain valid and effective
in accordance with its terms.
16. ASSIGNMENT

GUARANTOR will not assign, subcontract, or otherwise transfer any of its rights or obligations under
this GUARANTEE without COMPANY’s prior written consent.

17. PROPERTY

This GUARANTEE is the property of COMPANY, and COMPANY is under no obligation to return it to
GUARANTOR at any time.

18. THIRD PARTY RIGHTS


Members of COMPANY GROUP who are not a party to the GUARANTEE, but who have benefits
conferred on them by it, are entitled to enforce those benefits. Otherwise, no term of this
GUARANTEE will be enforceable by any PERSON who is not a party to the GUARANTEE. The
parties may amend or terminate the GUARANTEE without notice to or consent of any PERSON not a
party, but conferred benefits, even if rights to enforce a benefit conferred by the GUARANTEE may be
varied or extinguished.

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Signatories

SIGNED AS A DEED:

For and on behalf of [**insert full For and on behalf of [**insert full
COMPANY name] CONTRACTOR name]

______________________________ ______________________________

Name: Name:
Position: Position:

In the presence of In the presence of

______________________________ ______________________________

Name: Name:

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ATTACHMENT 2 - Non Disclosure Agreement

THIS CONFIDENTIALITY AGREEMENT IS MADE AND IS EFFECTIVE [**INSERT DATE]


(“CONTRACT”)
BETWEEN

BRUNEI SHELL

Whose registered office is at JALAN UTARA, PANAGA, SERIA KB2933, NEGARA BRUNEI
DARUSSALAM (“COMPANY”) (“COMPANY”),
and

[**TENDERER],

whose registered office is at [**, (**) **, **] (“TENDERER”).


RECITALS

COMPANY and TENDERER wish to exchange certain information relating to Provision of Slickline
WRFM & Associated Services (“RFP”) for the supply of certain WORK as described in the RFP which
the providing party considers confidential, proprietary and valuable; and

COMPANY and TENDERER are willing to disclose such information as that party deems appropriate,
and the other party is willing to receive such information, for the PURPOSE on the following terms and
conditions.
THE PARTIES AGREE AS FOLLOWS

DEFINITIONS

Capitalised words and expressions have the following meanings when interpreting the CONTRACT.
in reference to a PERSON, any other PERSON that: (a) directly or indirectly
AFFILIATE controls or is controlled by the first PERSON; or (b) is directly or indirectly
controlled by a PERSON that also directly or indirectly controls the first PERSON.
A PERSON controls another PERSON if that first PERSON has the power to
direct or cause the direction of the management of the other PERSON, whether
directly or indirectly, through one or more intermediaries or otherwise, and
whether by ownership of shares or other equity interests, the holding of voting
rights or contractual rights, by being the general partner of a limited partnership,
or otherwise.

Any AFFILIATE of SHELL and shall for the purpose of this CONTRACT include
AFFILIATE OF BSJV with the exception of Brunei LNG Sdn Bhd.
SHELL
those individuals such as professional contract labour who are not direct
AGENCY employees but are working under the direct control and supervision of the party
PERSONNEL receiving CONFIDENTIAL INFORMATION.
Brunei Shell Petroleum Company Sdn Bhd, Brunei Shell Marketing Sdn Bhd and
BRUNEI SHELL Brunei LNG Sdn Bhd, which for the purpose of this CONTRACT are considered
JOINT VENTURES AFFILIATES.
(“BSJV”)
means information relating to the requirements for the SCOPE under the RFP
COMPANY including any further information as COMPANY may consider useful and any
INFORMATION general knowledge of the business plans or activities of COMPANY or its
AFFILIATES received or obtained by TENDERER either directly or indirectly from
COMPANY or its AFFILIATES, and includes the results, conclusions and findings
of any evaluation or any other use by TENDERER of COMPANY INFORMATION.

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COMPANY INFORMATION and TENDERER INFORMATION, as the context of


CONFIDENTIAL the CONTRACT requires
INFORMATION

CONTRACTOR means information relating to TENDERERS received or obtained by COMPANY


INFORMATION or its AFFILIATE either directly or indirectly from TENDERER in writing, dated
and marked “Confidential” or, if it is disclosed orally or visually, confirmed in
writing to COMPANY, dated and marked “Confidential” within 30 days after the
date of such disclosure.

PURPOSE means the preparation and submission of the TENDERERS response or


proposal to the RFP, any evaluation of it, and the preparation and conclusion of
a TENDER in relation to the RFP.

WORK all activities and obligations to be performed in connection with any CONTRACT
resulting from the RFP.
any person or entity other than COMPANY, TENDERER, or an AFFILIATE of
THIRD PARTY either.

Part A – Obligations and Undertakings


1 In consideration of the disclosure of CONFIDENTIAL INFORMATION the party receiving it agrees for
a period of 5 years from the date the CONTRACT goes into effect:
(a) Not to disclose (including disclosure in any patent application or to any patent office) the
CONFIDENTIAL INFORMATION to any THIRD PARTY; and
(b) Not to use CONFIDENTIAL INFORMATION except for the PURPOSE.
2 The party receiving CONFIDENTIAL INFORMATION may disclose it as is reasonably necessary to
carry out the Purpose to its employees and AGENCY PERSONNEL who before the date of
disclosure:
(a) Have been informed of the confidential nature of the CONFIDENTIAL INFORMATION; and
(b) Are bound by written obligations no less stringent than those assumed by the party receiving it.
3 Any restriction on disclosure and use does not apply to information that the party receiving it can
prove:
(a) Was in public knowledge at the time of its disclosure;
(b) Was in the possession of party receiving it without binder of secrecy at the time of disclosure; or
(c) Was or is developed by the party receiving it independently of the CONFIDENTIAL
INFORMATION.
4 Any restrictions on disclosure of the CONFIDENTIAL INFORMATION will cease to apply to
information that the party receiving it can prove:
(a) Becomes part of the public knowledge through no fault of the party receiving it or any of its
AFFILIATES; or
(b) Is thereafter disclosed to the party that received it without an obligation of confidentiality by a
THIRD PARTY who has the legal right to do so.
5 CONFIDENTIAL INFORMATION remains subject to these obligations, and does not fall within the
foregoing exceptions merely because it is embraced by more general information that is known to the
party receiving it or is publicly available. Combinations of information are not within exceptions merely
because individual portions of information are within the exceptions.
6 A party receiving CONFIDENTIAL INFORMATION has the right, to the extent necessary to carry out
the PURPOSE,
(a) To make copies of the CONFIDENTIAL INFORMATION; and
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(b) To use, reproduce, transform or store any the CONFIDENTIAL INFORMATION in a computer or
electronic information retrieval system under control by the party receiving it.
7 If a party receiving CONFIDENTIAL INFORMATION is required to disclose any of it because it is
ordered by courts, arbitrators, or governmental authorities, it will:
(a) Give immediate notice to the other party so that the other party may oppose the requirement or
seek a protective order or other confidential treatment; and
(b) Withhold disclosure, where it may do so, until the other party has had a reasonable opportunity to
obtain a protective order or notify the party receiving CONFIDENTIAL INFORMATION of its
decision not to do so.
(c) Thereafter, the party receiving CONFIDENTIAL INFORMATION will furnish only that part of the
CONFIDENTIAL INFORMATION that is legally required to be furnished and will use reasonable
endeavours to assure confidential treatment is accorded to that which is furnished.
8 At the request and option of the party providing CONFIDENTIAL INFORMATION, the party receiving
CONFIDENTIAL INFORMATION will return promptly return any CONFIDENTIAL INFORMATION and
delete it from electronic storage, and delete or destroy all extracts or analyses that reflect any
CONFIDENTIAL INFORMATION.
9 Nothing in this CONTRACT grants to the party receiving CONFIDENTIAL INFORMATION a license
under intellectual property rights of the other party or its AFFILIATES, or any rights in respect of
CONFIDENTIAL INFORMATION other than those specifically set out herein.
10 A party disclosing CONFIDENTIAL INFORMATION and its AFFILIATES are not liable in negligence or
otherwise for any loss or expense arising from the use of any CONFIDENTIAL INFORMATION or any
allegation that such use infringes any THIRD PARTY intellectual property right.
11 The parties acknowledge that COMPANY INFORMATION and CONTRACTOR INFORMATION may
have content which is subject to laws and regulations governing the export and re-export of goods,
technology, software and/or services, including the U.S. Export Administration Regulations
administered by the U.S. Department of Commerce, the U.S. trade sanctions legislation administered
by the U.S. Department of the Treasury and European Council Regulation 428/2009, therefore each
certifies that in exercising in its rights in receipt and use of such information, it will comply with all
applicable laws and regulations.
12 Neither party makes any representation and extends any warranty, express or implied, or assumes
any responsibilities whatsoever with respect to the completeness, utility or accuracy of any
CONFIDENTIAL INFORMATION it might supply; merchantability or fitness for a particular purpose; or
the freedom from infringement of any THIRD PARTY intellectual property rights by the other party’s
use of CONFIDENTIAL INFORMATION.
13 TENDERER will not assign any of its rights or obligations arising from this Agreement without the
written consent of COMPANY.
14 Notices
(a) All notices or other communications under the CONTRACT must be in English and in writing, and (i)
delivered by hand; (ii) sent by prepaid courier; (iii) sent by registered post; or (iv) sent by email with
confirmation receipt requested.

(b) Notices must delivered to:

To COMPANY:
MR. FAIZUN AMINUDDIN YAAKUB (SCM/512)
BRUNEI SHELL PETROLEUM CO SDN BHD,
JALAN UTARA, PANAGA,
SERIA KB 3534,
NEGARA BRUNEI DARUSSALAM

To CONTRACTOR:

[**include details]
[** ]

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[** ]

[** ]

15 The parties retain their rights and remedies under applicable laws to enforce the confidentiality
restrictions and other rights.

16 Provisions that state that they survive or by their nature are intended to survive completion of
performance or termination of the CONTRACT do so, along with all remedies attached to them.

17 Persons not a party to the CONTRACT, but conferred rights in it, are entitled to enforce those rights,
but their consent will not be required to amend or terminate the CONTRACT, even if it affects those
rights. Otherwise, the parties do not intend that any term of this CONTRACT should be enforceable by
any person who is not a party to the CONTRACT.

Part B – Governing Law, Dispute Resolution and Local Requirements

1 Governing Law

This CONTRACT, and any dispute or claim arising out of or in connection with this CONTRACT or its
subject matter or formation, including any non-contractual disputes or claims, will be exclusively
governed by and construed in accordance with the laws of England and Wales, excluding conflict of
law rules and choice of law principles that provide otherwise. The United Nations Convention on the
International Sale of Goods will not apply to this CONTRACT.

2 Dispute Resolution

(a) Any dispute, controversy, or claim, arising out of or in connection with the CONTRACT or its subject
matter or formation, whether in tort, contract, under statute, or otherwise, including any question
regarding its existence, validity, interpretation, breach, or termination, and including any non-
contractual claim, will be finally and exclusively resolved by arbitration under the Singapore
International Arbitration Centre (“SIAC”) under its then current arbitration rules (the “Rules”).

(b) The arbitral tribunal, to be appointed in accordance with the Rules, will consist of one arbitrator,
unless either party asserts the amount in controversy exceeds USD $ 5 million, in which case the
tribunal will consist of three arbitrators.

(c) The seat of the arbitration will be Singapore.

(d) The language of the arbitration will be English.

(e) The International Bar Association (IBA) Rules on the Taking of Evidence in International Arbitration
will apply to the arbitration.

(f) Each party waives, to the fullest extent permitted by law, any right under the laws of any jurisdiction:

(i) to apply to any court or other judicial authority to determine any preliminary point of law; or
(ii) to appeal or otherwise challenge the award, other than on the same grounds on which
recognition and enforcement of an award may be refused under Article V of the United Nations
Convention on the Recognition and Enforcement of Foreign Arbitral Awards of 1958 (“The New
York Convention”).

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(g) Nothing in this Article will be construed as preventing any party from seeking conservatory or similar
interim relief from any court with competent jurisdiction.

(h) Any award rendered by the arbitral tribunal will be made in writing and will be final and binding on the
parties. The parties undertake to carry out the award without delay. Judgment upon any award or
order may be entered in any court having jurisdiction.

(i) All aspects of the arbitration will be considered confidential.


The CONTRACT may be signed in any number of counterparts, all of which constitute a single instrument.

Signatories

For and on behalf of BRUNEI SHELL For and on behalf of [**insert full CONTRACTOR
PETROLEUM SDN BHD name]

______________________________ ______________________________

Name: Name:
Position: Position:

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ATTACHMENT 3 – DECLARATION OF BUSINESS PRINCIPLES

We, ____________________ (TENDERER) declare that our business principles are consistent with the following
principles, that we communicate our principles to all our employees and that our management systems include controls
and processes to ensure that our business is conducted in accordance with our business principles.
1. Responsibilities
Registered contractors recognize that they have the following areas of responsibility:
(a) To customers
To meet their commitments to customers and provide services which offer value in terms of price, quality, safety
and environmental impact.
(b) To employees (including subcontractor employees)
To respect the human rights of employees and to provide employees with good and safe conditions of work, and
good and competitive terms and conditions of service. To promote the development and best use of human talent.
(c) To society
To conduct business as responsible corporate members of society and, when doing business in Brunei, to
observe Brunei’s laws and regulations, to promote the employment of Bruneians and to train and develop
Bruneian employees in the operation and management of the business.
2. Business Integrity
Registered contractors insist on honesty, integrity and fairness in all aspects of their business and expect the same
of their employees and in their relationships with customers and all others with whom they do business. All business
transactions must be reflected accurately and fairly in the accounts and be subject to audit. The direct or indirect offer,
payment, soliciting and acceptance of bribes in any form are unacceptable practices.
3. Health, Safety, Security and Environment
Registered contractors have a systematic approach to health, safety, security and environmental management in
order to achieve continuous performance improvement. To this end registered contractors manage health, safety,
security and environmental matters as any other critical business activity, set targets for employment, and measure,
appraise and report performance.
4. Competition
Registered contractors support the principles of responsible free enterprise. They seek to compete fairly and ethically
within the framework of applicable laws, rules and regulations, and they will not prevent others from competing freely
with them.
Please also refer to Section 2 –Conditions of Contract, under the following applicable titles:
(a) Public relations and Publicity
(b) General Business Principles
And to Section 5 – Health, Safety, Security and Environment

SIGNATURE: ____________________________________________________________________________

PRINT NAME: ______________________________________________________________________________

POSITION HELD: ____________________________________________________________________________

DATE SIGNED: ____________________________________________________________________________

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