SUBCONTRACT AGREEMENT

FOR THE DESIGN, SUPPLY and INSTALLATION …………………..WORKS

Contract Ref. No: YMI-HHR-CON-NS2-………….00XX

This Subcontract Agreement (hereinafter referred to as the "Subcontract") is made on the ……. day
of [month], 2020 by;

………………………………….
(Hereinafter referred to as the "YM")
and between
……………………… (C.R. ………….), a company duly organized under the laws of Kingdom of Saudi
Arabia, having its office at ….……………………… Kingdom of Saudi Arabia.
(Hereinafter referred to as the "Subcontractor")

A.1 YM and the Subcontractor may be referred to herein each, individually, as a "Party" or,
collectively, as the "Parties".

Whereas, YM has been appointed by the Government of the Kingdom of Saudi Arabia
represented in the signing of the agreement by H.R.H Prince Mohammed bin Salman bin
Abdulaziz, Chairman of the Public Investment Fund and the Ministry of Transport,
represented by H.E. Minister of Transport Chairman of Saudi Railways Organisation,
(Hereinafter referred to as the "Employer") as the Main Contractor for Jeddah Station of
Haramain High Speed Rail Project (Hereinafter referred to as the "Project") in Jeddah (City),
Kingdom of Saudi Arabia (Country).

Whereas, YM is desirous that, certain Subcontract Works should be executed by the

Subcontractor and has accepted an offer from the Subcontractor for the execution and
completion of these Subcontract Works and the remedying of any defects.

Whereas, the Subcontractor represents and warrants that, it is willing, competent and
qualified to perform the works described in the Subcontract Works herein.

And whereas, this Subcontract supersedes and replaces any previous agreements,
correspondence or communication, whether written or oral, in respect of the Subcontract
Works.

Now therefore, in consideration of the promises and covenants set forth herein, YM and
the Subcontractor hereby mutually agree as follows:
A.2 In this Subcontract Agreement words and expressions shall have the same meaning as are
respectively assigned to them in the Conditions of Subcontract.
A.3 The Subcontractor shall be bound by and shall execute the Subcontract Works in strict
compliance with the Subcontract Documents as defined herein below, and to the
satisfaction of and in conformity with all the written instructions and requirements of YM,
and with strict compliance with the terms, conditions and provisions of this Subcontract
Agreement including but not limited to all appendixes, annexes, documents and
addendums defined hereto;

The documents forming the Subcontract are to be taken as complementary and mutually
explanatory of one another. For the purpose of interpretation, the priority of the documents
shall be in accordance with the sequence and order of precedence indicated in this Clause
above; and shall be read and construed accordingly. For the avoidance of doubt, this
Subcontract shall be on a Back-To-Back basis with the Main Contract.

A.4 In consideration of the payments to be made by YM to the Subcontractor as below the

Subcontractor hereby covenants with YM to execute and complete the Subcontract Works
and remedy any defects in conformity in all respects with the provisions of the Subcontract.
A.5 YM hereby covenants to pay the Subcontractor in consideration of the execution and
completion of the Subcontract Works and the remedying of any defects, the Subcontract
Price at the times and in the manner prescribed by the Subcontract.

IN WITNESS WHEREOF, The Parties hereto have caused their duly authorized representatives to
execute this Subcontract as of the date and year first above written.

For and on behalf of YM For and on behalf of Subcontractor

Signature Signature

Name Name
Title Title
CONDITIONS OF SUBCONTRACT
1. DEFINITIONS

1.1In addition to other defined terms set forth in this Contract, the terms set forth below will
have the following meanings
a. "Documents" means data, drawings, design, specifications, technical requirements,
relevant international codes, methodology and procedures referenced in this
Subcontract, implied herein or applicable to the Subcontract Works and any
modifications or additions thereto as may from time-to-time be approved in writing
by YM.
b. "Specifications" means documents and/or specifications referenced in this
Subcontract, which describe characteristics of the Subcontract Works and
characteristics of the Goods related to the Subcontract Works to be done.
c. "Final Account" means the account prepared by the Subcontractor and approved
by YM at the end of the Subcontract Works.
d. "Final Account Certificate" means the certificate prepared by the Subcontractor
and approved by YM at the end of the Subcontract Works.
e. "Final Invoice" means the invoice prepared by the Subcontractor based on the Final
Account Certificate and approved by YM at the end of the Subcontract Works.
f. "Final Acceptance" means final acceptance of the Project by the Employer after
completion of Defect Notification Period.
g. "Day" means a calendar day.
h. "Site" means the job-site where the Project shall be executed.
i. "Terms of Delivery" means Ex-Works, Incoterms 2010
j. "Force Majeure" is as defined in Clause 25 of this Subcontract.
k. "Main Contract" means the contract entered into between the Employer and YM.
l. "Main Works" means the works as defined in the Main Contract.
m. "Performance Bond" means the security to be provided by the Subcontractor
under Clause 18 of this Subcontract.
n. "Advance Payment Bond" means the security to be provided by the Subcontractor
against the advance payment amount done by YM, under Clause 17 of this
Subcontract.
o. "Subcontract Works" means all the works either permanent and/or temporary to
be executed by the Subcontractor as defined in Annex-C of this Subcontract.
p. "Time Schedule" means the time schedule given in Annex-E of this Subcontract
which may be amended from time to time.
q. "Subcontract Price" means the complete and full compensation for the carrying out
by the Subcontractor of all its obligations under this Subcontract, YM will pay the
Subcontractor in Clause 16 based on the outline price break-down contained in
Annex-D of this Subcontract.
r. "YM's Subcontract Representative" means the person named by YM who will issue
any YM's Instructions and who acts on behalf of YM. YM's Subcontract
Representative will be appointed from time to time as required by YM.
 s. "Subcontractor's Representative" means the person named by the Subcontractor,
who will receive YM's Instruction on behalf of the Subcontractor. The
Subcontractor's Representative shall reside continuously on the Site while the
Subcontract Works are being carried out.
t. "YM Instruction" means an instruction given by YM's Subcontract Representative in
accordance with the Subcontract Works. The Subcontractor shall take instructions
only from the YM's Subcontract Representative who shall have the like authority in
relation to the Subcontract Works to give instructions as the Engineer has under
Main Contract. The Subcontractor shall comply with all instructions, given or
confirmed in writing, of YM's Subcontract Representative on any matter related to
the Subcontract.
u. "Engineer" means the person appointed by the Employer to act as the Engineer for
the purposes of the Main Contract or other person as appointed from time to time
as required by the Employer and notified to YM under the Main Contract, and
notified thereafter to the Subcontractor by YM.

2. PRIORITY OF SUBCONTRACT DOCUMENTS

The several documents forming the Subcontract are to be taken as mutually explanatory of
one another. For the purposes of interpretation, the priority of the documents forming the
Subcontract shall be as follows:

i. The Subcontract Agreement

ii. Particular Conditions of Subcontract - Annex A
iii. General Conditions of Subcontract
iv. Responsibility Matrix - Annex B
v. Subcontract Works – Annex C;
vi. Conditions of the Subcontract including but not limited to all appendixes,
annexes, approved shop drawings, approved materials, documents and
addendums attached thereto;
vii. Breakdown of Subcontract Price, Schedules of Rates– Annex D;
viii. Subcontract Work Program (Schedule) and Programme Requirements – Annex
E;
ix. Subcontract specifications, otherwise the Main Contract specifications
appertaining to the Subcontract Works – Annex F (List of Reference
Documents);
x. Subcontract Drawings, otherwise the Main Contract drawings appertaining to
the Subcontract – Annex F (List of Reference Documents);

If an ambiguity or discrepancy is found in the Subcontract Documents, YM shall issue any

necessary clarification or YM's Instruction.

If a Party becomes aware of an error or defect in a document which was prepared for use in
executing the Subcontract Works, the Party shall promptly give notice to the other Party of
this error or defect.

3. EFFECTIVE DATE AND TERM

This Subcontract shall become effective on the latest date of realization of all the following
events;

(a) it has been signed by both Parties; and

 (b) the Subcontractor has been approved by the Employer; and
(c) Performance Bond and Advance Payment Bond for the Advance Payment have been
provided by the Subcontractor.

This Subcontract, unless terminated by any of the reasons stated in Clause 26, shall remain
in full force and effect until all responsibilities of the Parties under the Subcontract have
been fulfilled.

4. YM OBLIGATIONS

4.1 YM Instructions
The Subcontractor shall take instructions only from YM's Subcontract Representative who
shall have the like authority in relation to the Subcontract Works to give instructions as the
Engineer has under the Main Contract.

The Subcontractor shall comply with all instructions, given or confirmed in writing, of YM's
Subcontract Representative on any matter related to the Subcontract.

4.2 Access to the Site

YM shall give the Subcontractor right of access to and possession of so much of the Site
within the times that shall be required to enable the Subcontractor to proceed with
execution of the Subcontract Works in accordance with the Subcontract Programme given
in Annex-E, or as soon thereafter, as YM receives possession of the relevant part of the Site
from the Employer.

If the Employer advises YM that it will be unable to give YM access to all or some of the
parts of the Site at the times required to enable the Subcontractor to proceed with
execution of the Subcontract Works in accordance with the Subcontract Programme, YM
shall promptly notify the Subcontractor of the same. The Subcontractor shall take all
reasonable steps to ensure that there is no delay to the Subcontract Time for Completion.
Such steps may include, without limitation, re-programming the work to utilise parts and
areas comprising the Site that are available on the relevant dates or periods.

Subject to YM obtaining an extension to the Time for Completion under the Main Contract,
the Subcontractor shall be entitled to an extension of the Subcontract Time for Completion
for any such delay to the extent that completion is or will be delayed and to the extent that
such delay could not have been mitigated or reduced by taking reasonable steps as
envisaged under the preceding paragraph of this Sub-Clause. Notwithstanding anything else
in the Subcontract, the Subcontractor shall not, by reason of the above, be entitled to
payment of any Cost. YM shall not be bound to make any part of the Site available
exclusively to the Subcontractor.

4.3 YM's Claims in connection with the Subcontract

If YM considers himself to be entitled to any payment under any Clause of these Conditions
or otherwise in connection with the Subcontract, YM shall give notice to the Subcontractor
describing the event or circumstance giving rise to the claim. The notice shall be given as
soon as practicable after YM became aware of the event or circumstance giving rise to the
claim and shall specify the basis of the claim.

As soon as practicable after giving notice, YM shall send to the Subcontractor detailed
particulars of the claim, which includes substantiation of the amount to which YM considers
 himself to be entitled. YM shall consult with the Subcontractor in an endeavour to reach
agreement on this amount. If agreement is not reached, YM shall make a fair decision as to
the appropriate and applicable amount, taking due account of the Subcontractors views,
the extent to which the claim has been reasonably substantiated, and all other relevant
circumstances. YM shall give notice, with reasons and supporting particulars, to the
Subcontractor of this decision.

This amount may be deducted from sums otherwise due to the Subcontractor. YM shall
only be entitled to make a deduction or otherwise to claim against the Subcontractor, in
accordance with this Sub-Clause.

4.4 Employer's Claims in connection with the Main Contract

If YM receives from the Employer or the Engineer any notice and particulars of an
Employer's claim, which concerns the Subcontractor, the YM shall immediately send a copy
to the Subcontractor. The Subcontractor shall then provide all reasonable assistance to YM
in relation to the Employer's claim. To the extent that YM considers himself entitled to pass
on the claim to the Subcontractor, Sub-Clause 5.3 [YM's Claims in connection with the
Subcontract] shall apply.

4.5 Co-ordination of Main Works

YM shall be responsible for overall co-ordination and project management of the Main
Works. YM shall be responsible for co-ordination of the Subcontract Works with the works
of YM and the works of any other Subcontractors employed by YM.

The Subcontractor shall, whenever required by a YM Instruction, submit details of the

arrangements and methods which the Subcontractor proposes to adopt for the execution
of the Subcontract Works, and no significant alteration to these arrangements and methods
shall be made without YM's prior consent.

5. SUBCONTRACTOR OBLIGATIONS AND SUBCONTRACT WORKS

5.1 The Subcontract Works encompasses effective management, engineering, procurement,

planning and co-ordination, execution, timely handing over of the completed work and
warranting the performance and services as required to be undertaken to complete the
Subcontract Works.
The Subcontract Works defined in Annex-C [Subcontract Works] is not limited to the
contents stated therein and requires that the Subcontractor shall fully understand, plan,
undertake and execute all activities that are necessary to accomplish the actual and implied
requirements of the Subcontract Works, fully complying with the terms and conditions of
the Subcontract and meeting the stipulated Time Schedule of the Subcontract Works.
5.2 The Subcontractor undertakes to complete the entire Subcontract Works in accordance
with all the requirements in order to achieve the acceptance and approval of YM and the
Employer.
The Subcontractor must ensure all materials related with Subcontract Works utilised on Site
and to be part of the Main Works have been approved by the Engineer and/or Employer.
The Subcontractor shall prepare all the necessary documentation, including but not limited
to RFI's, method statements, drawings, samples and any other such item, whether technical
or not that may be required by YM and/or Engineer and/or Employer to obtain such
approvals. The Subcontractor shall always prepare its work shop drawings and execute the
Subcontract Works in accordance with the latest approved Main Contract design drawings.
On completion of an element of a specific part of the Subcontract Works, the Subcontractor
shall seek the Engineer's approval prior to proceeding.

5.3 The Subcontractor shall, after approval of YM, deploy only competent and qualified
workmen, who shall have working knowledge of English and (local language) as may be
required. YM reserves the right to request the removal and replacement of any workman,
deemed unsuitable by YM and such workman shall be immediately replaced at no cost and
time impact to YM.

5.4 The Subcontractor shall submit for YM for approval an Organization Chart identifying the
Project Manager and other site key personnel with sufficient supervisors at each work
location who shall be fully responsible for all liaisons and coordination with YM.

5.5 The Subcontractor shall note, understand and implement all relevant specifications of the
Employer with regard to Health, Safety and Environmental requirements ("HSE"). A copy of
the HSE regulations for Subcontractors shall be obtained from YM's office, prior to the
commencement date of the Works.

5.6 YM and/or the Engineer and/or the Employer shall have the right, but not the obligation, at
any time, to examine and inspect the equipment, tools, tackles, consumables and materials
provided by the Subcontractor, as well as the Subcontract Works executed by the
Subcontractor. No such action of YM and/or the Engineer and/or the Employer shall relieve
the Subcontractor from any of its obligations under this Subcontract. YM and/or the
Engineer and/or the Employer shall have the right to reject any work, that is not
conforming to the Documents and in such an event, the Subcontractor shall promptly re-
qualify/remedy/repair/redo the work in accordance with the Documents requirements at
no additional cost and time impact to YM.
The Subcontractor shall afford full opportunity for YM and/or the Engineer and/or the
Employer to examine any part of the Subcontractor Works, that is about to be covered up
or put out of view. The Subcontractor shall issue due notice to YM, whenever any such
work is ready, for inspection.
5.7 Unless otherwise specified in Annex A [Particular Conditions of Subcontract], Annex B
[Responsibility Matrix] and Annex C [Subcontract Works], the Subcontractor shall supply all
manpower, temporary and permanent materials, consumables, equipment, special tools
and all that is required for executing the Subcontract Works.
YM may, after periodic review of the performance and progress of the Subcontractor, if
deemed necessary, seek deployment of additional tools, tackle, equipment and manpower,
which shall be forthwith provided by the Subcontractor at no additional cost to YM.

5.8 The Subcontractor shall not further subcontract or sublet the whole, or any part thereof, of
the Subcontract Works. Should the Subcontractor desire to subcontract any part of the
Subcontract Works, any such subcontracting shall be subject to the explicit written
acceptance and approval of YM.

5.9 The Subcontractor shall observe the working hours of YM, unless otherwise agreed in
writing, and shall comply with all rules and regulations governing the execution of the
Subcontract Works, the arrival at and the departure from the storage on the Site of the
Subcontractor's materials and equipment.

5.10 No personnel, equipment, tools and tackles mobilized at site shall be transferred or
redeployed by the Subcontractor without the explicit written approval of YM's Authorized
Site Representative.

5.11 Materials, goods and equipment supplied by the Subcontractor shall conform to the
requirements and Documents as provided in the Subcontract or, in the absence of such
requirements or Documents, be new, of acceptable quality and shall be fit for purpose. The
Subcontractor shall arrange for appropriate warranties enforceable by YM in respect of all
materials, goods and equipment supplied by the Subcontractor. If the warranties given by
the Subcontractor are insufficient, the Subcontractor shall arrange for additional
warranties, the cost of which shall be to the Subcontractor's account.

5.12 Unless instructed to the contrary by YM, at least one month before incorporating any
materials, goods or equipment into the work, the Subcontractor shall provide to YM all
necessary certificates, including Test Certificates, where required for these materials, goods
or equipment. The certificates shall verify that, these materials, goods or equipment are in
accordance with the requirements and Documents of the Subcontract.

5.13 The Subcontractor shall permit YM, the Employer and any person authorized by either of
them, to have access, during working hours, to the Subcontract Works and to the places on
the Site where any work or materials, goods or equipment therefore are being executed,
prepared or stored. The Subcontractor shall also permit or procure access for YM, the
Employer and any person authorized by either of them, to such places off the Site where
Subcontract Works are being executed or prepared by or on behalf of the Subcontractor.

5.14 Throughout the duration of Subcontract Works and on completion, the Subcontractor must
ensure that all areas related with Subcontract Works are clean and Subcontractor is
responsible for disposal costs of all waste and hazardous materials related with Subcontract
Works.

5.15 The Subcontractor shall use only Plant and Materials of Saudi Arabian origin in carrying out
of the Subcontract Works, unless the Plant and Materials of the required quality and in the
required quantities are only available from outside the Country.
6. CO-OPERATION, STAFF AND LABOUR

6.1 Co-operation under the Subcontract

 The Subcontractor shall, as specified in the Subcontract or as required by a YM Instruction,
co-operate with and allow appropriate opportunities for carrying out work to:

(a) the Employer's Personnel;

(b) any other Contractor employed by the Employer;
(c) YM and YM's Personnel;
(d) any other Subcontractors employed by YM; and
(e) the personnel of any legally constituted public authorities,

who may be employed in the execution on or near the Site of any work not included in the
Subcontract, provided that nothing in this Sub-Clause shall prejudice YM's responsibilities
under Sub-Clause 4.5 [Co-ordination of Main Works].

YM shall ensure that YM's Personnel and any other Subcontractors employed by YM co-
operate with and allow appropriate opportunities for carrying out work to the
Subcontractor.

If any of the above persons do not co-operate with the Subcontractor and this non-
cooperation affects execution of the Subcontract Works, then the Subcontractor shall
immediately notify YM of this non-cooperation. However, the Subcontractor shall not be
entitled to make any claims as a result of such non-cooperation.

6.2 Subcontractor's Personnel

As far as reasonably possible, the Subcontractor shall seek to engage staff and labour who
are nationals of the Country. Subject to the foregoing, and in strict compliance with any
restrictions under the Laws of the Country, the Subcontractor may import any personnel
who are necessary for the execution of the Subcontract Works. The Subcontractor shall
ensure that these personnel are provided with the required residence visas and work
permits pursuant to the Laws of the Country.

The Subcontractor shall have sufficient supervisors at each work location, who shall be fully
responsible for all liaisons and coordination with YM.

The Subcontractor shall ensure the presence of all of its Personnel on Site as per its Site
Organizational Chart throughout the duration of the Subcontract. This shall show all of the
Subcontractor Staff (including but not limited to management, engineers, foremen and
labour) present on Site on a daily basis throughout the duration of the Subcontract. Should
the Subcontractor fail to ensure its Personnel are properly present on Site, and as a result,
YM incurs additional Costs in relation to the Subcontract Works, such costs shall be set-off
from the Subcontractors interim payments.

YM reserves the right to request the removal and replacement of the Site Manager and any
workman deemed unsuitable by YM and such workman shall be immediately replaced at no
Cost and time impact to YM.

The Subcontractor shall mobilise and deploy at Site only those labourers and personnel that
hold valid visas and work permits to work within the Country, in which the Site is situated,
and shall confirm to all applicable labour laws.

Unless otherwise expressly stated, the Subcontractor shall have full and exclusive
responsibility for the payment of all wages, benefits, etc. to its personnel and also for the
deduction of applicable taxes or other levies there from for remittance to the authorities
concerned.
 Prior to mobilising any labour force at Site, it is obligatory for the Subcontractor to furnish
YM proper evidence of its license to employ expatriate labourers, and valid work
permits/authorisations for each of its personnel. Mobilisation and deployment of
manpower shall not be proceeded with unless YM's written approval is obtained. Such
approval shall not however constitute an endorsement of legal compliance, which
obligation and responsibility shall remain solely the Subcontractor's at all times.

7. EQUIPMENT, TEMPORARY WORKS, OTHER FACILITIES, PLANT AND MATERIALS

7.1 Subcontractor's Use of Equipment, Temporary Works and/or Other Facilities

YM shall make the Employer's Equipment, the YM's Equipment, Equipment, the Temporary
Works and/or other facilities (if any) specified in Annex B [Responsibility Matrix] available
to the Subcontractor within the times that shall be required to enable the Subcontractor to
proceed with execution and completion of the Subcontract Works in accordance with the
Subcontract Programme.

The availability of such equipment, temporary works and/or other facilities shall be in
accordance with the details and arrangements and upon the terms and conditions (if any},
stated in Annex B [Responsibility Matrix] and, unless expressly stated therein, they shall not
be provided for the exclusive use of the Subcontractor.

When made available by YM the Subcontractor shall visually inspect such equipment,
temporary works and/or other facilities and shall promptly give notice to YM of any
shortage, defect or default in them. Unless the Parties agree or YM instructs otherwise, YM
shall immediately rectify the notified shortage, defect or default.

YM shall be responsible for the Employer's Equipment (while in his possession and/or under
his control), YM's Equipment, the Temporary Works, and/or other facilities (if any}, except
that the Subcontractor shall be responsible for each item whilst any of the Subcontractor's
Personnel is operating it, driving it, directing it, using it, or in control of it. In this regard the
Subcontractor shall be responsible for maintaining any of the Employer’s and YM’s
Equipment, Temporary Works and/or other facilities when it is under its control.

Please refer to Annex B [Responsibility Matrix] for further details.

7.2 Free-Issue Materials

YM shall supply to the Subcontractor, free of charge, the free-issue materials (if any}
specified in Annex B [Responsibility Matrix] and within the times that shall be required to
enable the Subcontractor to proceed with execution and completion of the Subcontract
Works in accordance with the Subcontract Programme. The supply of such free-issue
materials shall be in accordance with the details and arrangements and upon the terms and
conditions (if any}, stated in Annex A [Particular Conditions of Subcontract].

When made available by YM, the Subcontractor shall visually inspect the free-issue
materials and shall promptly give notice to YM of any shortage, defect or default in them.
After this visual inspection, the free-issue materials shall come under the care, custody and
control of the Subcontractor.
7.3 Indemnity for Misuse
The Subcontractor shall indemnify and hold YM harmless against and from all damages to
or loss of any property, real or personal, arising from the misuse by the Subcontractor of
the Employer's Equipment, YM's Equipment, the Temporary Works, the free-issue materials
(if any), and/or other facilities made available by YM. Subcontractor's Equipment and
Subcontract Plant
The Subcontractor shall be responsible for all Subcontractor's Equipment. When brought on
to the Site, the Subcontractor's Equipment shall be deemed to be exclusively intended for
the execution of the Subcontract. Works. The Subcontractor shall not remove from the Site
any major items of Subcontractor's Equipment without the consent of YM. However,
consent shall not be required for vehicles transporting Subcontractor Goods or
Subcontractor's Personnel off Site.

8. COMMENCEMENT AND COMPLETION

8.1 Commencement of Subcontract Works

YM shall give the Subcontractor not less than 14 days' notice of the Subcontract
Commencement Date.

The Subcontractor shall commence the execution of the Subcontract Works as soon as is
reasonably practicable after the Subcontract Commencement Date as defined in Appendix
to Subcontract, and shall proceed with the Subcontract Works with due diligence and
without delay in accordance with the Annex E [Subcontract Work Program (Schedule) and
Programme Requirements].

8.2 Subcontract Time for Completion

The Subcontractor shall complete the Subcontract Works in accordance with Sub-Clause 19
[Subcontract Completion Schedule) within the Subcontract Time for Completion, or the
extended time that may be allowed under Sub-Clause 8.3 [Extension of Subcontract Time
for Completion]. The Subcontract Time for Completion is defined in Appendix to
Subcontract and Annex E [Subcontract Work Program (Schedule) and Programme
Requirements].

8.3 Extension of Subcontract Time for Completion

The Subcontractor shall be entitled to an extension of the Subcontract Time for Completion
if and to the extent that completion of the Subcontract Works is delayed by any of the
following causes:
 (a) a Subcontract Variation;
(b) a cause of delay giving an entitlement to an extension of the Subcontract Time for
Completion under a Sub-Clause of these conditions;
(c) any delay, impediment or prevention caused by or attributable to YM, YM's
Personnel, or YM's other Subcontractors, providing that the delay, impediment or
prevention caused provides YM with an entitlement to an extension of time under
the Main Contract.
(d) or a cause of delay which would give YM an entitlement to extension of time under
the Main Contract.

When deciding each extension of time, YM may review previous decisions and may
increase, but shall not decrease, the total extension of time. The Subcontractor shall not be
entitled to any prolongation costs with respect to an extension of the Subcontract Time for
Completion unless YM is entitled to, and receives compensation from the Employer.

The Sub-contractor shall not be entitled to an extension of the Subcontract Time for
Completion if it is in concurrent delay.

8.4 Subcontract Programme

The provisions of Annex E [Subcontract Work Program (Schedule) and Programme
Requirements] shall apply to programming of the Subcontract Works and the Subcontract
Programme shall be the programme defined therein.

YM shall submit to Subcontractor the work schedule programmes of certain works, which
are related to the Subcontract Works.

The Subcontractor shall submit a detailed programme for the execution of the Subcontract
Works to YM within 14 days of receipt of YM's Letter of Acceptance or YM's programme
submitted under Main Contract, whichever is the later. The form and detail of this initial
programme shall fully comply with:

(a) the programming and reporting requirements of the Subcontract; and

(b) the requirements set out in Annex E [Subcontract Work Program (Schedule) and
Programme Requirements].

If a YM Instruction regarding the programming and/or sequencing of the Subcontract

Works constitutes a Subcontract Variation, Clause 12 [Subcontract Variations and
Adjustments] shall apply.

Provided that if, at any time:

(I) actual progress is too slow to complete within the Subcontract Time for
Completion, and/or
(II) progress has fallen or will fail behind the Subcontract Programme,

other than as a result of a cause listed in Sub-Clause 8.3 [Extension of Subcontract Time for
Completion], then YM may issue a YM Instruction requiring the Subcontractor to submit an
updated programme and supporting report describing the revised methods, which the
Subcontractor proposes to adopt in order to expedite progress and complete the
Subcontract Works within the Subcontract Time for Completion. Unless YM notifies
otherwise, the Subcontractor shall adopt these revised methods, which may require
increases in the working hours and/or in the numbers of Subcontractor's Personnel and/or
Subcontract Goods, at the risk and cost of the Subcontractor. If these revised methods
 cause the YM to incur any additional Cost, YM shall, subject to Sub-Clause 4.3 [YM's Claims
under the Subcontract] be entitled to deduct this Cost from the Subcontract Price.

YM shall be entitled to rely upon the current Subcontract Programme when co-ordinating
the Main Works and/or planning his activities and those of other Subcontractors employed
by YM in respect of the Main Works.

The YM shall give the Subcontractor all reasonable co-operation and assistance in order
that he may progress the Subcontract Works as required by the Subcontract Programme.

8.5 Subcontract Progress Reports

If required by YM, the Subcontractor shall prepare and submit monthly progress reports to
YM. Each report shall be submitted not later than 7 days before the due date for
submission of YM's progress report under the Main Contract, which due date shall be
notified to the Subcontractor by YM.

9. TESTS ON COMPLETION

9.1 Subcontract Tests on Completion

Insofar as the Subcontract specifies Subcontract Tests on Completion, the Subcontractor
shall give reasonable notice to YM of the date after which he shall be ready to carry out
each of these tests. If the Subcontract Works fail to pass the Subcontract Tests on
Completion, the Subcontractor shall as soon as practicable repeat the tests under the same
terms and conditions as specified in the Subcontract until the tests are passed.

The Subcontractor is to be responsible for all tests as required under the Specification of
Subcontract in order to obtain the Engineer's approval of the Subcontract Works. The
Subcontractor is to be responsible for all costs related to such testing.

10. COMPLETION AND TAKING-OVER THE SUBCONTRACT WORKS

10.1 Completion of the Subcontract Works

If the Subcontract Works will be complete, not earlier than 7 days before, in the
Subcontractor's opinion, the Subcontractor shall notify YM. Within 21 days after receipt of
this notice, YM shall:
 (I) notify the Subcontractor that completion of the Subcontract Works has been
achieved, stating the date of completion; or
(II) notify the Subcontractor of his opinion that completion of the Subcontract Works
has not been achieved, giving reasons and Specifying the works required to be
done by the Subcontractor to achieve completion. The Subcontractor shall then
complete this work before issuing a further notice under this Sub-Clause.

10.2 Taking-Over Subcontract Works

Where:
(a) completion of the Subcontract Works has been achieved in accordance with Sub-
Clause 10.1 [Completion of the Subcontract Works]; and
(b) there is no provision in Annex A [Particular Conditions of Subcontract] for the
taking-over of the Subcontract Works by YM before taking-over by the Employer,

the Subcontract Works shall be deemed to have been taken-over when a Taking-Over
Certificate in respect of the Main Works, or a Section or part of the Main Works of which
the Subcontract Works are part has been issued or deemed to have been issued under
Main Contract Clause 10.1 [Taking-Over of the Works and sections]. The date of taking-over
of the Subcontract Works shall be the date stated in this Taking-Over Certificate and the
Subcontractor shall cease to be liable for the care of the Subcontract Works as from this
date.

If taking-over of the Subcontract Works is delayed by causes which entitle YM to claim

additional payment under the Main Contract, the Subcontractor shall be entitled to recover
any Cost incurred by the Subcontractor within 14 days after YM has received such
additional payment under the Main Contract or within 84 days after the expiry of the
Subcontract Defects Notification Period, whichever is earlier, provided that the
Subcontractor can fully demonstrate the actual costs incurred solely due to the delay and
the delay relates to events for which the Subcontractor is entitled to recompense under
this Subcontract.

11. MEASUREMENT AND EVALUATION

11.1 Measurement of Subcontract Works

YM shall permit the Subcontractor to attend to assist the Engineer and YM in making the
measurement in relation to the Subcontract Works, and shall supply YM with any
particulars requested by YM and/or the Engineer. If the Subcontractor has been given
reasonable notice to attend and does not attend, the measurement made by (or on behalf
of) the Engineer shall be deemed to be accurate and to be accepted by the Subcontractor.

Wherever the Subcontract Works are to be measured by records, YM shall permit the
Subcontractor to attend with YM to examine and agree the records with the Engineer. If the
Subcontractor has been given reasonable notice to attend by YM and does not attend, the
records as agreed between YM and the Engineer, or accepted by non-attendance or failure
by YM shall be deemed to be accurate and to be accepted by the Subcontractor. If the
Subcontractor examines and disagrees with the records, then he shall give notice to YM
within 7 days of the date of the examination of the respects in which the records are
asserted to be inaccurate, which YM shall then notify to the Engineer. If the Subcontractor
does not give notice within the 7 days, the records shall be deemed to be accurate and to
 be accepted by the Subcontractor. YM shall without delay notify the Subcontractor of any
determination made by the Engineer in respect of disagreed records

Notwithstanding local practice, the measurement shall be made on the net actual quantity
of each item of the Subcontract Works, and the method of measurement shall be that
which applies under the Main Contract.

If YM does not give notice to the Subcontractor in accordance with this Sub-Clause, and/or
if notice is given but it is not reasonable having regard to the notice given by the Engineer
and all relevant circumstances, YM shall consult with the Subcontractor in an endeavour to
reach agreement on the measurement of the Subcontract Works. If agreement is not
reached, YM shall decide the appropriate and applicable measurement, having due regard
to the Subcontractors views and all relevant circumstances. YM shall give notice, with
supporting particulars, to the Subcontractor of this decision.

11.2 Quantity Estimated and Quantity Executed

Any quantities set out in the Subcontract Bill of Quantities or other schedule of rates and
prices in the Subcontract are the estimated quantities for the Subcontract Works, and they
are not to be taken as the actual and correct quantities of the Subcontract Works which the
Subcontractor is required to execute.

No YM's Instruction shall be required for any increase or decrease in the quantity of any
work where the increase or decrease is not the result of an instruction given under Sub-
Clause 12.1 [Variation of Subcontract Works] but is the result of the quantities exceeding or
being less than those stated in the Subcontract Bill of Quantities or other schedule of rates
and prices in the Subcontract.

11.3 Evaluation under the Subcontract

YM shall consult with the Subcontractor in an endeavour to reach agreement on the
Subcontract Price by evaluating each item of the Subcontract Works applying:

(a) the measurement agreed or determined in accordance with Sub-Clause 11.1

[Measurement of the Subcontract Works); and
(b) the provisions of the second and third paragraphs of Subcontract Clause 11.3
[Evaluation]

to the Subcontract. Provided that sub-paragraph (a) of Subcontract Clause 11.3 [Evaluation]
shall not apply unless a new rate or price for the item is determined by the Engineer under
the Main Contract.

If agreement is not reached, YM shall make a fair evaluation having due regard to the
Subcontractor's views and all relevant circumstances and shall promptly notify the
Subcontractor of this evaluation with supporting particulars.

12. SUBCONTRACT VARIATIONS AND ADJUSTMENTS

12.1 Variation of Subcontract Works

The Subcontract Works shall be varied only by way of a YM Instruction. Subcontract
Variations may be initiated by YM at any time prior to the date the Taking-Over Certificate
is issued by the Engineer for the whole of the Main Works, either by YM's Instruction or by
a request for the Subcontractor to submit a proposal.
 The Subcontractor shall execute and be bound by each Subcontract Variation whether
instructed by:

(a) the Engineer, provided the instruction is notified to the Subcontractor as a YM

Instruction; or
(b) YM's Subcontract Representative, as a YM Instruction

If the Subcontractor cannot readily obtain the Subcontract Goods required for the
Subcontract Variation, he shall promptly give notice (with supporting particulars) to YM
who shall cancel, confirm or vary YM's Instruction.

12.2 Valuation of Subcontract Variations

12.2.1 YM shall at its sole discretion, be entitled to issue and to make any alteration,
increase or decrease to the form, specification, quality or quantity of any part of
the Subcontract Works. No alteration shall in any way vitiate or invalidate the
Subcontract, but the value, if any, of such alterations shall be taken into account in
ascertaining the adjustments to the Subcontract Price in accordance with the
provisions of this Clause.
12.2.2 Variations to the Subcontract shall be the only valid manner of amending the
Subcontract Price.
12.2.3 A variation caused by circumstances for which the Subcontractor is responsible
shall not entail any adjustments to the Subcontract Price or the Time Schedule.
12.2.4 Variations to the Subcontract shall be valued in accordance with the following
principles:
(a) Where work is of similar character and executed under similar conditions to
work priced in the Subcontract, it shall be valued at such rates and prices
contained therein as may be applicable.
(b) Where work is not of a similar character or is not executed under similar
conditions, then the rates for additional work contained in the Subcontract
shall be used as the basis for valuation, so far as may be reasonable, failing
which a fair valuation shall be made.
(c) if no rates or prices are relevant for the derivation of new rates, the rate or
price shall be derived from the reasonable Cost of executing the work
taking in to account all relevant matters and including the addition of
reasonable profit;
(d) Any other method of evaluation agreed between the Parties
(e) Failing agreement between YM and the Subcontractor as to any rate or
price to be applied in the valuation of any alteration, YM shall determine
the rates or prices in accordance with the foregoing principles and shall
notify the Subcontractor accordingly.

The value of each Subcontract Variation shall take into account any comments of
the Engineer in the evaluation of the works and shall then be added to or deducted
from the Subcontract Price, as appropriate.
 12.2.5 Except with the written approval of YM, the Subcontractor shall not delay the
commencement or execution of any work that is, or is alleged to be, a variation to
the Subcontract pending agreement on its value or its effect on the Time Schedule,
Failure to comply with this provision shall constitute a default of the Subcontractor,
entitling YM to proceed in the manner specified in Clause 26.
Provided that, if YM instructs a Subcontract Variation at any time after the date upon which
the Subcontract Works have been completed in accordance with Clause 10.1 [Completion
of the Subcontract Works), the value of this Subcontract Variation shall take account of any
additional Cost or liability which in the circumstances was reasonably incurred by the
Subcontractor in remobilising his resources to the Site and/or in maintaining a presence on
the Site in order to execute the Subcontract Variation.

12.3 Request for Proposal for Subcontract Variation

If YM requests a proposal, or if YM notifies the Subcontractor that the Engineer has
requested a proposal, prior to instructing a Subcontract Variation, the Subcontractor shall
respond in writing as soon as practicable, either by giving reasons why he cannot comply (if
this is the case) or by submitting the Subcontractor's proposal:

(a) giving a description of the proposed work to be performed and a programme for its
execution;
(b) stating any necessary modifications to the Subcontract Programme pursuant to
Sub-Clause 8.4 [Subcontract Programme] and to the Subcontract Time for
Completion; and
(c) evaluation of the Subcontract Variation.

YM shall, as soon as practicable after receiving this proposal respond with approval,
disapproval or comments.

The Subcontractor shall not delay any work whilst awaiting a response in respect of any
proposal submitted under this Sub-Clause.

13. HEALTH, SAFETY AND ENVIRONMENTAL REGULATIONS

The Subcontractor shall strictly adhere to the HSE Regulations of YM and/or the Employer
and to those applicable in the Country during execution of the Subcontract Works and shall
indemnify YM and/or the Employer against the consequences due to any breach in this
regard, including penalties and fines imposed.

The Subcontractor shall nominate its own HSE coordinator for the entire duration of the
Subcontract Works.

The further details are listed in Annex-J [HSE Obligations & Penalties]

14. PERMITS / CLEARANCES

14.1 The Subcontractor shall mobilize and deploy at site only those labourers and personnel that
hold valid visas and work permits to work within the Country in which the site is situated,
and shall conform to all applicable labour laws. Visas and permits shall be provided by YM,
as the Subcontractor is not registered in Country.
Mobilization and deployment of manpower shall not be proceeded with unless YM's
written approval is obtained. Such approval shall not, however, constitute an endorsement
 of legal compliance, which obligation and responsibility shall remain solely the
Subcontractor's at all times.

The Subcontractor shall indemnify YM, and hold it harmless, from and against any claims
and/or losses on account of employment of expatriate or local personnel, and also for
damage, death or injury of the Subcontractor's personnel.

YM reserves the right at all times to withhold any payments due to the Subcontractor on
account of non-compliance in this regard.

Further, unless otherwise defined in Annex-B [Responsibility Matrix], the Subcontractor

shall be responsible at its own cost to arrange airfares and transportation for its personnel.

15. SITE CONDITIONS

15.1 The Subcontractor is deemed to have taken full cognizance of the site conditions, and shall
be deemed to have examined to its satisfaction the site conditions including access to the
site.
Any assumptions in this regard shall not relieve the Subcontractor of its responsibility and
duties under the Subcontract. The Subcontractor shall not expect any improvement in the
quality of these conditions during the Subcontract duration and the Subcontract price is
deemed to be inclusive of any and all expenses that the Subcontractor may incur due to
difficulties in access, problematic terrain and site conditions. The Subcontract Works shall
be deemed to include the requirement of any survey or examination of site that may be
necessary to complete the scope of work under this Subcontract.

15.2 The Subcontract Works shall be deemed to include the requirement of any survey or
examination of site that may be necessary to complete the scope of work under this
Subcontract.
15.3 No claim by the Subcontractor, of any nature whatsoever will be allowed on the ground of
misunderstanding or misapprehension in respect of the matters referred to in this Clause
15 or otherwise, on the ground of any allegation or fact that incorrect or insufficient
information was given to it by any person whether in the employ of YM or not or of the
failure on its part to obtain correct and sufficient information, nor shall the Subcontractor
be relieved from any risk and obligations imposed on or undertaken by it under the
Subcontract on any such ground or on the ground that it did, not or could not foresee any
matter, which may in fact, affect or have affected the execution of the Subcontract Works.
16. SUBCONTRACT PRICE

16.1 As complete and full compensation for the carrying out by the Subcontractor of all its
obligations under this Subcontract, YM will pay the Subcontractor the firm and fixed lump
sum price is of SAR ………………… …...…….. ) , based on the outline price break-down
contained in Annex-D [Subcontract Bill of Quantities (BOQ), Schedules of Rates].
Price break-down will be based on the BOQ items by separating the materials and
installation price of each item.
The Subcontract Price shall be subject only to adjustments made in accordance with terms
and conditions of this Agreement. Any quantities which may be set out in Annex-D
[Breakdown of Subcontract Price, Schedules of Rates] are not to be taken as the actual and
correct quantities of the Works which the Subcontractor is required to execute under this
Agreement. Any quantities or price data which may be set out Annex-D [Breakdown of
Subcontract Price, Schedules of Rates] shall be used only to the extent and for purposes
acceptable to and approved by the Contractor.

The sole responsibility to get the approval for the material (Submittal for Approval of
Materials - SAM), Request for Inspection (“RFI”) and Method of Statement of Subcontract
Works from the Engineer belongs to the Subcontractor.

16.2 The Subcontract Price shall be deemed to include and cover all costs, expenses and
liabilities of every description and the risk of all possibilities of delay and interference with
the Subcontractor's execution of the Subcontract Works that may occur, in connection with
the performance and the handing over of the Subcontract Works to YM.

16.3 The Subcontractor shall be deemed to have made such provision in the Subcontract Price,
as it may consider necessary, to cover the cost of such items of work, as may be judged
reasonable and necessary, to complete the Subcontract Works to the satisfaction of YM
and the Employer, although the same may not be shown on or be described, specifically, in
the Subcontract Documents.

16.4 Save as provided elsewhere in the Subcontract, the generality of the provisions, contained
in Sub-clauses 1, 2 and 3 of Clause 16, shall not be deemed to be diminished or limited in
any way, because in certain cases, it may and in other cases it may not be, expressly stated
or specified in words to the same effect, that the Subcontractor shall do or perform work or
supply articles or perform services at his own cost or without additional payment or
without extra charge or that, the cost thereof is deemed included in and covered by the
Subcontract Price.

16.5 The Subcontractor shall, within two weeks of the commencement of the Subcontract,
submit a detailed billing breakdown for the entire Subcontract Works and the breakdown
of the lump sum Subcontract Price for approval by YM before it may be used in
assessments of interim payments.

16.6 Except as specifically provided otherwise, in the Subcontract Documents, the Subcontract
Price shall not be subject to adjustment for any reason such as, but not limited to, changes
in the costs of labour, materials, goods and equipment, changes in legislation or variations
in any rate of exchange of one currency against another.
16.7 The Subcontractor warrants that he has checked the accuracy of any drawings, material
take-off, bill of quantities or the like, which may have been provided to him by YM and has
made due allowance for any error, inaccuracy or incompleteness therein. Any errors,
inaccuracy or incompleteness in the information provided in any such drawings, material
take off, bill of quantities or the like will not constitute grounds for any claim for an
adjustment in the Subcontract Price in the event that the Subcontract Works are not
subject to re-measurement.

17. TERMS OF PAYMENT

17.1 The Subcontract Price shall be paid to the Subcontractor as per the terms and conditions
set out hereto;
(a) (In case an advance payment will be made to the Subcontractor) YM will make an
interest-free advance payment to the Subcontractor exclusively for the costs of
mobilization in respect of the Subcontract Works in an amount defined in Appendix to
Subcontract.
Payment of such advance amount will be due under separate certification by YM within
thirty (30) days after (i) provision by the Subcontractor of the Performance Bond in
accordance with Clause 18; and (ii) provision by the Subcontractor of an unconditional
bank guarantee in a form and by an international bank acceptable to YM in the amounts
and currencies equal to the advance payment to be made. Such bank guarantee shall
remain effective until the advance payment has been repaid in full to YM, but the
amount thereof shall be progressively reduced by the amount repaid by the
Subcontractor as indicated in payments issued in accordance with this Subcontract.
The advance payment shall be repaid fifty percent (50%) in excess of the advance
payment rate through deductions from the Subcontractor’s certified progress invoices
starting from the first invoice until the advance payment has been repaid in full.
(b) Ninety percent (90%) of the gross value of work completed by the Subcontractor on a
monthly basis shall be paid by YM within fifteen (15) days after receiving the same from
the Employer.

(c) YM shall retain an amount equivalent to ten percent (10%) of the gross value of each of
the Subcontractor's certified progress invoices as retention.
The amount so retained shall be included in the Subcontractor’s final invoice. Prior to the
submission of the final invoice, the Subcontractor shall obtain approval of YM of the final
account related to the Subcontract Works at the end of the warranty period.
The Subcontractor shall deliver, along with the final invoice, a written general release
(conditional on the payment of such invoice and the payment of all amounts finally
determined to be due and owing from previous invoices) in the form of a Liens and Claims
Release Certificate (refer format in Annex-K hereto) releasing YM from any and all claims by
the Subcontractor arising under or in any way connected with payments due and owing
with respect to the materials, goods and equipment delivered or installed, or the works
performed, through the final completion date and certifying that all labourers, suppliers
and approved subcontractors have been paid or will be paid from the last invoice.
Upon approval of the Subcontractor’s final invoice and subject to receipt of the Liens and
Claims Release Certificate, payment shall be made by YM within thirty (30) days thereafter.
17.2 Based on the agreed billing breakdown, if any, and the applicable progress measurement
methodology, the Subcontractor shall prior to submission of monthly invoices, obtain YM's
certification of the quantum percentage of progress achieved on each identified activity
and element of the Subcontract Works executed by the Subcontractor during the
completed preceding payment period.

17.3 The Subcontractor shall submit to YM an invoice, based on the progress figures certified by
YM and taking into consideration any contra charges and/or penalties that may apply. Each
invoice shall be accompanied by adequate supporting documentation.

17.4 Neither the presentation nor payment of an interim invoice shall be irrevocable or
constitute settlement of a dispute or otherwise waive or affect the rights of either Party.

17.5 Notwithstanding anything contained herein, YM shall always have the right to set off
against any payment that may be due or become due to the Subcontractor, any monies
which may be owing or payable by the Subcontractor to YM or that may be recoverable by
YM from the Subcontractor during the duration of the Subcontract.

18. PERFORMANCE BOND

18.2 The Subcontractor shall in order to guarantee due and complete performance of the
Subcontract, furnish a Performance Bond to YM in the form of a bank guarantee for the
required amount as described in Appendix of Subcontract. This bank guarantee shall be in
the form acceptable to YM and shall remain valid until 30 days beyond the issuance of the
final acceptance certificate by the Employer to YM.
18.3 The bank guarantee shall be issued from a first class international bank, acceptable to YM
and shall be enforceable from the bank's branch in the Country. The bank guarantee shall
be submitted within 10 days of the date of this Subcontract and shall be correspondingly
increased in value in the event of an increase in the actual value of the Subcontract.
18.4 The Subcontractor shall arrange, through its bankers, for amendments to the bank
guarantee, upon written request by YM, within 10 working days of such a request.
18.5 All bank charges and costs incurred by the Subcontractor for establishing and amending the
bank guarantee shall be to the Subcontractors account and shall be deemed to have been
included in the Subcontract Price.
18.6 The bank guarantee shall be submitted in the same currency as the Subcontract Price.
19. SUBCONTRACT COMPLETION SCHEDULE

19.1 Time is of the essence of this Subcontract. The Subcontractor is solely responsible for
executing the Subcontract Works as per the time schedule agreed in this Subcontract. The
failure of the Subcontractor to proceed with the performance of the Subcontract Works,
due to any reason whatsoever, shall not be accepted, as a reason for delay, in the
completion of the Subcontract Works.

19.2 Within ten (10) days from the date of this Subcontract, the Subcontractor shall prepare and
submit for YM's review and approval a master programme, detailing how the Subcontractor
proposes, activity-wise, to achieve completion of the Subcontract Works including penalty
milestones within the Subcontract Time Schedule indicated in Annex-G hereto.
This master programme, when approved by YM, shall be used as the basis for monitoring
progress of the Subcontractor on a periodic basis.

19.3 If at any time during the course of the Subcontract, there is a shortfall in the progress
achieved by the Subcontractor, when compared with the agreed master programme, YM
reserves the right to direct the Subcontractor to mobilize additional resources required to
make up such shortfall. Should the Subcontractor fail to do so, YM shall be at liberty to take
the required measures (including, but not limited to, appointing other
Subcontractors/agencies) to make up such shortfall. The costs incurred by YM, including
YM's overheads in this connection shall be recovered from the Subcontractor, from
amounts due and payable to the Subcontractor or in the case of inadequate amounts, due
shall be reimbursed by the Subcontractor immediately on the request of YM.
20. PENALTIES AND OTHER DAMAGES

20.1 The overall delay penalties that can be levied under the Subcontract shall be limited to ten
percent (10%) of the Subcontract Price.

20.2 If the Subcontractor fails to achieve completion of the penalty milestones as stipulated in
Annex-H [Delay Damages and HSE Penalties] on or before the scheduled completion dates,
indicated therein, the Subcontractor shall, until achievement of such penalty milestones,
pay YM by way of penalties the amounts as stated therein. Such penalties shall be payable
irrespective of the cause of the failure, save when and to the extent the failure is caused by
delays solely attributable to YM or solely attributable to the Employer or by Force Majeure
conditions. Provided however, that the Subcontractor must demonstrate to YM's
satisfaction that any such delays are solely attributable to YM, the Employer or Force
Majeure and have been a direct cause of a delay in the execution of the Subcontract Works,
taking into account the Subcontractor's actual progress at the time of the delay.

20.3 The sum payable by the Subcontractor to YM, by way of penalties, shall become due on the
failure of the Subcontractor, to achieve completion of any of the penalty milestones and
without any notice of default or judicial intervention being required from YM.
Whether or not YM shall have imposed penalties on the Subcontractor, for a failure to
achieve the scheduled completion dates, YM shall also be entitled to claim from the
Subcontractor damages for losses incurred by YM and/or the Employer and in assessing the
amount of such losses, no account shall be taken of the penalties paid or payable.
21. LIABILITIES AND INDEMNIFICATIONS

21.1 The Subcontractor's liability

The Subcontractor shall be liable for and shall hold harmless and indemnify YM and/or the
Employer, their personnel and affiliates from any claims arising out of the following:

21.1.1 The Subcontract Works

Loss or damage to the Subcontract Works or materials, goods and
equipment arising out of or in connection with the Subcontract Works
carried out during the Subcontract Works, howsoever caused and, loss of
or damage to the Subcontract Works or materials, goods and equipment
arising prior to Completion regardless of negligence, howsoever caused,
including, in each such case, but not limited to, loss or damage caused or
contributed to YM and/or the Employer, their personnel and affiliates, their
other Subcontractors and the Subcontractors personnel or third parties;

21.1.2 The Subcontractor's Property

Loss or damage to construction equipment or any other property of the
Subcontractor and the Subcontractor's Subcontractors or the
Subcontractor's personnel, howsoever caused regardless of negligence,
including any loss or damage caused or contributed to by YM and/or the
Employer, their personnel, affiliates, their other Subcontractors and
Subcontractors personnel or third parties;

21.1.3 YM and/or the Employer Property

Loss or damage to any property owned by YM and/or the Employer
(including but not limited to the existing works at Jeddah Station) or in
which YM and the Employer have ownership interest, caused by the
Subcontractor or his personnel, the Subcontractor's Subcontractors, the
Subcontractor personnel or any person admitted by them to site whether
on the site or occurring during transportation (whether by land, sea or air)
and regardless of whether the means of transportation is being provided by
the Subcontractor or the Subcontractor's Subcontractors within, to or from
the site;

21.1.4 Third parties

Injury, death loss or damage to third parties arising out of or in connection
with the Subcontract Works carried out during the Subcontract Works and
all injury, death, disease, loss or damage to third parties arising prior to
Completion in connection with the Subcontract Works, including, in each
such case, any injury, death, loss or damage caused or contributed to by
YM and/or the Employer, their personnel or affiliates; and

21.1.5 The warranties

All loss or damage arising as a result of any breach of the warranties set out
in Clause 22.
 21.1.6 Labour payments
Failure to promptly and satisfactorily pay all bills for labour, materials,
goods and equipment and such other obligations incurred in connection
with its performance of the Subcontract Works.

21.2 YM and/or the Employer Personnel and Subcontractor Personnel

The Subcontractor shall hold harmless and indemnify YM and/or the Employer and their
personnel, agents or affiliates from and against any claims for damage, death or injury of
the Subcontractor personnel, howsoever caused, and YM and/or the Employer shall hold
harmless and indemnify the Subcontractor and his personnel, the Subcontractor's
Subcontractors and personnel from and against any claims for damage, death or injury of
YM and/or the Employer personnel, howsoever caused regardless of negligence.

21.3 Liability for consequential losses

Neither the Subcontractor nor YM shall be liable to the other for any indirect or
consequential loss, which may be suffered by the other, in connection with the
performance of the Subcontract Works, including but not limited to the loss of use, loss of
profits, loss of production, loss of revenue or business interruption.

The Subcontractor is liable for the Subcontract Works and the Subcontractor shall be liable,
subject to the exclusions of liability as mentioned above, for all direct losses, damages,
claims, all sort of indemnities, legal proceedings, penalties, fines and other charges, arising
under this Subcontract, which may be raised by the Employer and or third parties, due to
any reason attributable to the Subcontractor, including, but not limited to, the design,
supply of materials, goods and equipment, installation, testing and warranty.

The limitation of liability shall not apply to any of the Subcontractor's indemnities under the
Subcontract.

21.4 Damage outside the performance of the Subcontract

The Subcontractor shall be liable in accordance with local laws for any loss or damage
caused by the Subcontractor to YM and/or the Employer, their personnel or third parties
outside the performance of the Subcontract Works.

21.5 Reasonableness of liability provisions

In construing the foregoing provisions, the Parties agree that the reasonableness of any
provision should not be considered in isolation, but rather that all foregoing provisions
should be construed together and in conjunction with the insurance provisions of the
Subcontract in the light of the Parties' desire to obtain a clear-cut delineation of risks to
each Party.
21.6 The Subcontractor shall defend and hold harmless YM and/or the Employer against all
claims and proceedings for or on account of infringement of any patent, rights, trademarks,
name, or other protected rights in respect of any method, procedure, plant and equipment,
materials, processes that the Subcontractor may deploy or shall utilize to complete the
Subcontract Works.

21.7 The Subcontractor shall defend and hold harmless YM and/or the Employer against all
claims, proceedings, costs, charges and expenses for or on account of damages to the
environment, or on account of pollution, that may be caused by the Subcontractor, while
working on site and against any legal proceedings initiated in this respect.

21.8 The Subcontractor shall defend and hold harmless YM and/or the Employer against all
claims, proceedings, costs, charges and expenses for or on account of legal suits, penalties
and fines imposed by the authorities for not complying with the Country laws, rules and
regulations.
In the event of YM being held liable for payment of penalties due to any breach of such
requirements stipulated in the Subcontract, YM shall recover such penalties from the
progress invoices of the Subcontractor.
22. WARRANTY

22.1 The Subcontractor undertakes warranty on materials and workmanship for the Subcontract
Works for the period specified in Annex-A [Particular Conditions of Subcontract], starting
from the issue of the Final Acceptance Certificate. The Subcontractor shall warrant that, the
Subcontract Works are free from defects in materials, goods, equipment and workmanship
until issuance of the final acceptance certificate for the Project by the Employer to YM.
During this period, the Subcontractor shall upon first demand and call forthwith rectify any
defects in the Subcontract Works, entirely at the Subcontractor's cost, failing which YM
shall, without affecting the Subcontractor's warranty obligations, get the defects rectified at
the sole cost and expense of the Subcontractor.
22.1.1 The Subcontractor guarantees that the Subcontract Works shall be performed with
due diligence and efficiency in accordance with sound principles and practices in
the construction industry and with first class skill and workmanship and that, all
materials, goods and equipment procured by the Subcontractor shall conform to
and perform in accordance with the requirements of the Subcontract, be fit for the
intended purpose and free from defects.
22.1.2 In the event that, during the warranty period, it appears that the Subcontract
Works or any part thereof does not meet the requirements of the Subcontract, YM
shall so notify the Subcontractor, stating the particulars of the defects, which the
Subcontractor shall promptly rectify at its own expense.
22.1.3 Should the Subcontractor fail promptly to take any action required to rectify the
defect, YM shall be entitled to take such action or to have such action taken and
the cost thereof and/or relating thereto shall be deducted from the Subcontractor's
progress invoices or in the event of inadequate funds shall be immediately
reimbursed by the Subcontractor.
22.1.4 In the event that, rectification of defects involves the replacement or modification
any part of the Subcontract Works, including but not limited to any item of
materials, goods or equipment procured by the Subcontractor, the warranty period
of such replaced or modified part of the work shall be extended by a period
equivalent to the original warranty period, if necessary repetitively.

22.2 Final Acceptance Certificate

Subject to issue by the Employer to YM of the Final Certificate for the Project, YM will in
turn issue a Final Acceptance Certificate to the Subcontractor for the Subcontract Works.

The issue of the Final Acceptance Certificate shall not absolve the Subcontractor from the
obligations to remedy, or indemnify YM for the cost of remedying, latent defects, which
transpire within the Defects Notification Period as specified in Appendix to Subcontract
from the issue of the Final Acceptance Certificate and which are attributable to the
Subcontractor, its Subcontractors or personnel. In this Clause, the term "latent defect" shall
mean a defect, which produces no readily observable effects prior to the issue of the Final
Acceptance Certificate and which is attributable to an unfit for purpose design, or to poor
or faulty engineering or workmanship, or to materials, goods or equipment which do not
conform to the contractual Documents or are unfit for purpose.
22.3 Warranties
22.3.1 Without prejudice to any warranties contained elsewhere in the Subcontract, the
Subcontractor warrants and undertakes to YM as follows:
(a) that the Subcontractor will be solely responsible for all design and that this.
will be adequate, accurate and sufficient for the operation of the
Subcontract Works, (if applicable);
(b) that the Subcontract Works comprises and will comprise only materials,
goods and equipment which are new and are of sound and acceptable
quality;
(c) that the Subcontract Works has been designed, engineered and
constructed to operate with a minimum of maintenance and interruption
and that the manufacturing process and technology incorporated into the
Subcontract Works meets internationally acceptable standards applicable
for the Subcontract Works of the type specified in this Subcontract,
including but not limited to standards of efficiency, reliability and health,
safety and environment considerations;
(d) that all workmanship, manufacture or fabrication shall be of a standard
equivalent to or better than international standards and shall comply with
all laws, rules, regulations and standards applicable in the Country during
the execution of the Subcontract; and
(e) that the Subcontractor has not committed any infringement of any
intellectual property right of any kind whether in the Country or elsewhere
which will result from the Subcontractor's performance of the Subcontract
or the operation of the Subcontract Works.

23. QUALITY ASSURANCE AND QUALITY CONTROL REQUIREMENTS

23.1 The Subcontractor shall complete the Subcontract Works in accordance with Best Industry
Practice and shall strictly abide by and follow the quality assurance and quality control
requirements in accordance with the Documents.
Based on these requirements, the Subcontractor shall prepare and submit to YM and/or
the Employer for review and approval a detailed quality assurance and quality control plan
within ten (10) days from the date of this Subcontract. The Subcontractor, as and when
required by YM, shall furnish all information and submissions to comply with the above
requirements promptly.

23.2 For the purpose of reviewing and verifying the Subcontractor's compliance with the quality
assurance requirements stipulated in the Subcontract, YM or its authorized representatives
shall have access at all reasonable times to all personnel, books, records, correspondence,
instructions, plans, drawings and memoranda of Subcontractor pertaining to the
Subcontract Works. YM or its authorized representatives shall have the right to reproduce
and retain copies of any documents relevant to the Subcontract Works.

24. FORCE MAJEURE

24.1 Force Majeure shall be deemed to be understood as events defined in the Main Contract,
which is beyond the control of either Party and which makes it impossible or illegal for a
Party to perform.
24.2 An event shall be deemed within the control of the Subcontractor if it is:
(a) due to a default or failure of the Subcontractor unless such default or
failure itself is due to Force Majeure.
(b) a strike, labour or employment dispute, or difficulty or other concerted acts
of workmen, whether directly or indirectly among the Subcontractor
Personnel.

24.3 Neither YM nor Subcontractor shall be responsible for any failure to fulfil its obligations
under the Subcontract, if and to the extent that fulfilment has been delayed, hindered or
prevented by Force Majeure, provided that the Subcontractor shall have benefit of this
provision, only if it takes all reasonable steps to protect the Subcontract Works and
minimize the effects of any Force Majeure event on the Subcontract Works and the
progress thereof.

24.4 Should either Party be delayed by Force Majeure in performing any of its obligations under
the Subcontract, that Party shall notify the other Party immediately and not later than
within 72 hours of an event of Force Majeure, if verbal to be promptly confirmed in writing
within the next 48 hours, giving the full particulars thereof and shall use its best efforts to
minimize and mitigate the effect of the Force Majeure on the Subcontract Works and shall
reorganize, plan and undertake all remedial measures to restore the site and the work,
minimizing the effect of the Force Majeure.

24.5 In the event of Force Majeure, the obligations affected by Force Majeure shall be
suspended, including but not limited to suspension of payment in respect of the suspended
obligations and the Parties shall consult together with the view to determining mutually
acceptable measures including revised terms and conditions to overcome the difficulties
existing.

24.6 It is understood by the Subcontractor that, any agreement by YM on any extension of time
in relation to penalties and/or other damages under Clause 20 for late completion is to be
based on a strict evaluation by YM of both the interpretation of Force Majeure in
accordance with this Clause, and the Subcontractor's efforts to mitigate its effect, as
assessed by YM. The acceptance by either Party of the other's claim of Force Majeure shall
not be considered a waiver of either Party's obligations under this Subcontract.

24.7 This Agreement shall be terminated by written notice of either Party to the other, if period
of Force Majeure event as per Clause 24.1 exceeds one hundred eighty (180) consecutive
days. In such a case payment shall be made by YM as per Sub-Clause 26.3.3.

25. SUSPENSION OF THE SUBCONTRACT WORKS

25.1 YM may, by a written order, instruct the Subcontractor to suspend the Subcontract Works
or any part of the Subcontract Works for the period and in the manner that YM considers
necessary. In his notice, YM shall state the reason or reasons for the suspension.
Subcontractor shall cease work on the said part of the Subcontract Works on the effective
date of suspension, but shall continue to work and perform on any unsuspended part of the
Subcontract Works. During the suspension, Subcontractor shall properly protect and secure
the Subcontract Works so far as necessary as YM's instruction.
25.2 If the suspension of the Subcontract Works is not attributable to any mistake, error or
default of the Subcontractor and should be of such duration as to entitle the Subcontractor
in YM's reasonable judgment to an extension of the completion date, the Parties shall
negotiate and agree such an extension. The Subcontractor shall not be entitled to claim any
compensation from YM due to any reason whatsoever for the suspension of the
Subcontract Works.

25.3 YM may, at any time, authorize resumption of the suspended part of the Subcontract
Works, by notifying the Subcontractor of the part of the Subcontract Works to be resumed
and the effective date of withdrawal of the suspension. The Subcontractor shall promptly
resume the Subcontract Works, after receipt of such notification, at no additional cost to
YM.

25.4 This Agreement shall be terminated by written notice of either Party to the other, if period
of suspension as per Sub-Clause 26.1 exceeds one hundred eighty (180) consecutive days.
In such a case payment shall be made by YM as per Sub-Clause 26.3.3.

25.5 The Subcontractor shall not suspend progress of part or all of the Subcontract Works unless
and until it is required to do so by a YM Instruction.

26. TERMINATION

26.1 Termination due to the Subcontractor's default

26.1.1 If the Subcontractor is in default under any of the provisions of this Subcontract,
including but not limited to:
(a) failure to proceed with all or any part of the Subcontract Works with due
diligence,
(b) failure to execute all or any part of the Subcontract Works or to perform
any other obligations in accordance with the Subcontract,
(c) refusal or neglect to repair any defective work after being directed to do so
by YM,
(d) going into liquidation (other than a voluntary liquidation for the purpose of
reconstruction) or having a receiver appointed for all or part of its
undertaking,
(e) delay in executing the Subcontract, such that penalties are due under the
terms of the Subcontract,
(f) through a breach of the Subcontract causing YM's Contract with the
Employer to be terminated,
(g) abandoning the Subcontract,
(h) subletting any part of the Subcontract Works without the prior written
approval of YM;

then, and in any such event and without prejudice to any other rights or remedies
that YM may have, YM may issue the Subcontractor written notice describing the
default. If the Subcontractor does not commence remedy of the default within five
(5) days after receipt of the notice, YM may terminate all or any part of the
Subcontract Works under this Subcontract and may then complete or have others
complete all such terminated work at the Subcontractor's sole risk and cost.
 In case of such termination, the Subcontractor shall not be entitled to receive
further payment, until the terminated work is completed and accepted by YM and
the Employer. If the costs incurred by YM, including costs incurred in performing
additional services to complete the Subcontract Works and YM's overheads in this
regard exceed the unpaid balance of the Subcontract Price, the Subcontractor shall
reimburse YM such excess within ten (10) days after receipt of an invoice therefore.

The rights and remedies provided in this Clause are in addition to the rights and
remedies provided by law, equity, or under any other Clause in this Subcontract.

Such termination will not relieve the Subcontractor of its responsibility to its
labourers, suppliers or any other creditors, including YM.

26.1.2 In the event of a termination under Clause 26.1.1, YM may use all or part of the
Subcontractor's construction equipment, tools and facilities at site, and any
materials, permanent equipment and supplies, in the performance of the
Subcontract Works, without payment to the Subcontractor, otherwise than by the
extent such use of the Subcontractor's items causes a reduction of cost of
completing the Subcontract Works. If the Subcontractor's compensation is on a
cost reimbursable basis for such equipment, tools or facilities, the Subcontractor
will be reimbursed for use of construction equipment at the lowest applicable rate
provided for herein or at prevailing rental rates if no rate is specified, and the cost
of the Subcontractor's materials used.

26.2 Termination for Convenience

26.2.1 YM may, at its option, terminate, for convenience, the Subcontract Works in whole
or, in part, at any time by written notice to the Subcontractor. Such notice shall
specify the extent to which the performance of work is terminated and the
effective date of such termination.

26.3 Consequences of Termination

26.3.1 In the event of termination of the Agreement for any reason whatsoever and upon
receipt of such notice, the Subcontractor shall:
(a) immediately discontinue the Subcontract Works on the date and to the
extent specified in the notice and place no further orders or subcontracts
for materials, service, or facilities, other than as may be required for
completion of such portion of the Subcontract Works that is not
terminated;
(b) promptly obtain cancellation upon terms satisfactory to YM of all purchase
orders, subcontracts, rentals, or any other agreements existing for the
performance of the terminated work or assign those agreements to YM as
directed; and
(c) assist YM in the maintenance, protection, and disposition of work in
progress, plant, tools, equipment, property, and materials acquired by the
Subcontractor or furnished by the Subcontractor under this Subcontract.

26.3.2 Survival of terms and conditions

All obligations and warranties that are capable of having effect after the
termination of this Subcontract for any reason shall survive and remain in full force
 and effect beyond, and not be affected by, the termination or completion of this
Subcontract.

Termination of the Subcontract shall not relieve the Subcontractor of any

continuing rights, obligations and liabilities under the Subcontract.

26.3.3 Payment
In the event of termination for any reason whatsoever, the Subcontractor shall be
paid all amounts due and not previously paid to the Subcontractor for the
Subcontract Works completed in accordance with the Subcontract prior to such
notice of termination, and for work thereafter completed as specified in such
notice.

Payment by YM to the Subcontractor of any of these amounts or Costs shall be due

7 days after receipt by YM of any payment from the Employer which includes a sum
in respect of this amount or 112 days after termination of the Subcontract,
whichever is earlier.

Upon termination of the Agreement, YM shall have no liability towards the

Subcontractor for any indirect and/or consequential loss or damages.

27. ASSIGNMENT OF THE SUBCONTRACT AND SUBCONTRACTING

27.1 Assignment of Subcontract

Neither Party shall, without the prior consent of the other Party, assign the whole or any
part of the Subcontract, or any benefit or interest in or under the Subcontract. However, no
prior consent shall be required in the following instances:

(a) either Party may, as security in favour of a bank or financial institution, assign its
right to any monies due or to become due under the Subcontract;
and/or
(b) If the Engineer instructs the assignment of the Subcontract or if the Employer
terminates the Main Contract and if required by the Employer to do so, then YM
shall be entitled to assign the Subcontract to the Employer.

27.2 Provisions of the Subcontract for Assignment

Any Party, to whom the rights and obligations under the Subcontract are assigned, shall be
bound by all the provisions of the Subcontract. Any assignment shall not be binding, unless
effected by the execution of a proper agreement between the assignee and the non-
assigning Party, to the effect that, the assignee accepts and agrees to be fully and
unconditionally bound by all provisions of the Subcontract.

27.3 Subcontracting
The Subcontractor shall not subcontract the whole or any part of the Subcontract without
the prior and written consent of YM. Any consent shall not relieve the Subcontractor from
any liability or obligation under the Subcontract and the Subcontractor shall be responsible
for the acts, defaults and neglects of any of his Subcontractors, his agents or employees as
fully as if they were the acts, defaults or neglects of the Subcontractor.

Provided that the Subcontractor shall not be required to obtain consent for:
 (a) the provision of labour;
(b) suppliers of materials named in the Subcontractor
(c) a subcontract for which the Subcontractor is named in the Subcontract.

The Subcontractor shall give YM not less than 28 days' notice of the intended date of the
commencement of each of his Subcontractor's Work, and of the commencement of that
work on the Site.

Each of the Subcontractor's subcontracts shall include provisions, which would entitle YM
to require that, the benefits of the Subcontractor's obligations under the Subcontract be
assigned to YM:

(I) If these obligations extend beyond the expiry date of the Defects Notification Period and
YM requests the Subcontractor prior to this date to do so; or
(II) If the Subcontract is terminated.

28. GOVERNING LAW

This Subcontract shall be construed and take effect in accordance with the substantive laws
of Kingdom of Saudi Arabia.

29. SETTLEMENT OF DISPUTES

29.1 YM and the Subcontractor shall first attempt to resolve amicably any dispute, claim,
controversy and difference of opinion that might crop up relating to this Subcontract during
its execution, by giving notice to the other Party that it is applying under this Clause for
dispute resolution. If the dispute is not resolved within thirty (30) days following the receipt
of such notice by the notified Party, either Party may then commence arbitration
proceedings as follows:

29.2 Any dispute between the Parties, which may arise in connection with the Subcontract or
the interpretation, application, implementation, validity, breach or termination of the
Subcontract or of any provision thereof shall be exclusively referred to and finally settled
under the Rules of Arbitration of the International Chamber of Commerce (ICC) by 3
arbitrators, appointed in accordance with the said Rules. Any such arbitration shall take
place in Saudi Centre for Commercial Arbitration (SCCA) and the proceedings conducted in
the English language. Performance of this Subcontract shall not be affected by reason of
any arbitration proceedings. The arbitration proceedings shall be final and binding on the
Parties and not subject to setting aside procedures.
30. RESPONSIBILITY OF THE SUBCONTRACTOR TO INFORM ITSELF

30.1 The Subcontractor agrees and confirms that it has satisfied itself as to the nature of the
Subcontract Works including but not limited to the supervision, all other necessary or
required services, labour, materials, goods, equipment, facilities and supplies required for
the performance of the Subcontract Works, the correctness and sufficiency of the
Subcontract Price, the knowledge of the site, provisions of the Main Works and conditions
in the Country and all other matters which could affect progress or the performance of the
Subcontract Works. Any failure of the Subcontractor to take account of matters, that affect
the Subcontract Works, shall not relieve the Subcontractor from its obligations under the
Subcontract.

30.2 The Subcontractor assumes total responsibility for all Subcontract Works performed by the
Subcontractor, including work that is based on data and information not contained in the
Subcontract or any conclusions, interpretations or work by the Subcontractor in applying
the data, information and requirements contained in the Subcontract.

31. CONFIDENTIALITY

31.1 Confidential Information and Confidential Records

31.1.1 Both during the term of the Subcontract and after its termination, the
Subcontractor shall:
(I) preserve and cause all Subcontractor personnel to preserve the
secrecy of any confidential information and confidential records;
(II) not disclose to any third party any confidential information or
confidential records except with YM's prior written consent;
(III) not use any confidential information or confidential records other
than for the purpose for which it has been disclosed to the
Subcontractor.

31.1.2 Such undertaking shall continue in so far as and for so long as the confidential
information or confidential records in question has not:
(I) become part of public knowledge otherwise than through any act
or default on the part of the Subcontractor, or,
(II) been disclosed to the Subcontractor under obligation to maintain
secrecy by a third party (other than one disclosing on behalf of YM)
who could lawfully do so and who did not derive such confidential
information or confidential record from YM.

31.1.3 The Subcontractor shall ensure that, if under the terms of this Clause any
confidential information or confidential record comes to the knowledge or in the
possession of any third party; such third party shall also be bound by the
stipulations contained in this Clause.
31.1.4 After expiration of the Subcontract, the Subcontractor shall return to YM all
originals and copies of documents, drawings, data and any other information
placed with or at the disposal of the Subcontractor by or on behalf of YM relating to
the performance of the Subcontract.
32. PATENTS AND OTHER INTELLECTUAL PROPERTY RIGHTS

32.1 All intellectual property rights originating or deriving from the Subcontract Works shall be
the Employer’s and YM's undisputed property.

32.2 The Subcontractor shall hold harmless and indemnify YM from and against all loss, damage
and expense arising from any claim for infringement of a patent or proprietary or protected
right either in existence or to be granted on an application published prior to issue of a
completion certificate or the date of discontinuance of the relevant part of the Subcontract
Works or termination of the Subcontract, whichever is earlier, in connection with or arising
out of the:
(I) use in the Subcontract Works of any process or part thereof chosen by the
Subcontractor other than at YM and/or the Employer's specific request;
(II) incorporation or use in the Subcontract Works or any part thereof of any
item of materials, goods and equipment or part thereof to be supplied by
the Subcontractor and chosen by the Subcontractor other than at YM
and/or the Employer's specific request;
(III) use of the drawings, specifications, requisitions, calculations and other
documents prepared by the Subcontractor under the Subcontract;
(IV) manufacture, sale or use of the construction equipment provided by the
Subcontractor and the construction techniques used by the Subcontractor.

32.3 All fossils, coins, articles of value or antiquity and structures and other remains or items of
geological or archaeological interest discovered at the site shall be deemed to be the
absolute property of the Employer and upon discovery of any such article, the
Subcontractor shall promptly inform YM.

33. NOTICES

Any notice under this Subcontract shall be in writing and shall be to the following
addresses:

YM: ……………………

Subcontractor: ……………

34. REFERENCE DOCUMENTS

The of Reference Documents is given in Annex F (List of Reference Documents) shall be

read along with the Subcontract terms and conditions and other applicable international
codes for the Subcontract Works under this Subcontract.

35. APPENDIX TO SUBCONTRACT

APPENDIX TO SUBCONTRACT
Item Sub-Clause Data
YM's Representative 1.1.r
 Subcontractor’s Representative 1.1.s
Commencement Date 8.1 ……. /……. /2020 in accordance with
the Annex E [Subcontract Work
Program (Schedule) and Programme
Requirements]
Subcontract Time for Completion 8.2 .. months from the Commencement
Date
Subcontract Price 16.1 USD …………………………….
Amount of Advance Payment 1.1(f), 17 As defined in Annex-A [ Particular
Conditions of Subcontract]
Advance Payment Security 1.1(f), 17 As defined in Annex-A [ Particular
Conditions of Subcontract]
Performance Security 18.1 10% of Subcontract Price

Maximum amount of Delay 20.1 10% of Subcontract Price

Damages
Date of Taking-Over of Subcontract 22.2 Shall be the date of Employer’s
Works Taking-Over Certificate
Defects Notification Period 1.1 (f), Shall be the period specified in the
22.2 Main Contractor

Warranty Period 22.1 As defined in Annex-A [ Particular

Conditions of Subcontract]
Retention Amount As defined in Annex-A [ Particular
Conditions of Subcontract]
Currencies of Payment SAR/USD

36. ANNEXES

The following annexes form part of the enclosures of this Subcontract:

 Annex-A: Particular Conditions of Subcontract.

 Annex-B: Responsibility Matrix
 Annex-C: Subcontract Works.
 Annex-D: Breakdown of Subcontract Price
 Annex-E: Subcontract Work Program (Schedule) and Programme Requirements
 Annex-F: List of Reference Documents
 Annex-G: Subcontractor’s Site Organization & Manpower Histogram.
 Annex-H: Delay Penalty Rates.
 Annex-J: HSE Obligations & Penalties.
 Annex-K: Form of a Liens and Claims Release Certificate