Classification: Confidential

DocuSign Envelope ID: 0EEE348F-2B43-438A-804F-69A0F25A2C19
Classification: Confidential
CONTRACT NO. LTC/C/SDC/4920/20
BETWEEN
QATARGAS OPERATING COMPANY LIMITED
AND
STARK TRADING AND MACHINERY WLL
FOR
______________________________________________________
PROVISION OF FISHING AND DRILLING TOOLS RENTAL SERVICES
_______________________________________________________
STATE OF QATAR
Contract # LTC/C/SDC/4920/20 Page i of iv

Provision of Fishing and Drilling Tools Rental Services
Contract
TABLE OF CONTENTS
ARTICLE 1 - INTERPRETATION ....................................................................................................... 1
ARTICLE 2 – WORK AND TERM ...................................................................................................... 5
ARTICLE 3 - TIME OF THE ESSENCE ................................................................................................ 9
ARTICLE 4 - PROPRIETARY INFORMATION ..................................................................................... 9
ARTICLE 5 - INDEPENDENT CONTRACTOR .................................................................................... 11
ARTICLE 6 – TITLE AND RISK ........................................................................................................ 11
ARTICLE 7 – ASSIGNMENTS AND SUBCONTRACTS ....................................................................... 12
ARTICLE 8 – CONTRACTOR’S REPRESENTATIONS AND RESPONSIBILITIES...................................... 13
ARTICLE 9 - WARRANTIES AND GUARANTEES .............................................................................. 15
ARTICLE 10 - INDEMNITIES ......................................................................................................... 16
ARTICLE 11 - INSURANCE ............................................................................................................ 22
ARTICLE 12 - PERFORMANCE BANK GUARANTEE ......................................................................... 24
ARTICLE 13 - LIQUIDATED DAMAGES .......................................................................................... 25
ARTICLE 14 - CONSEQUENTIAL DAMAGES ................................................................................... 26
ARTICLE 15 - FORCE MAJEURE .................................................................................................... 26
ARTICLE 16 - DEFAULT, TERMINATION AND SUSPENSION ............................................................ 27
ARTICLE 17 - INSPECTION AND TESTING ...................................................................................... 29
ARTICLE 18 - INVOICES AND TERMS OF PAYMENT ....................................................................... 29
ARTICLE 19 - LIENS AND CLAIMS ................................................................................................. 31
ARTICLE 20 - CUSTOMS DUTIES ................................................................................................... 33
ARTICLE 21 – COMPLIANCE WITH INCOME TAX ........................................................................... 34
ARTICLE 22 - ACCOUNTING RECORDS AND AUDIT RIGHTS ........................................................... 35
ARTICLE 23 - PERMITS AND LICENSES .......................................................................................... 36
ARTICLE 24 - POLICY ON ETHICS .................................................................................................. 36
ARTICLE 25 - PUBLIC RELATIONS ................................................................................................. 36

Contract
ARTICLE 26 - PREFERRED SUPPLIERS ........................................................................................... 37
ARTICLE 27 - ALCOHOL, DRUGS AND DANGEROUS SUBSTANCES .................................................. 38
ARTICLE 28 - INVENTIONS AND LICENCES .................................................................................... 38
ARTICLE 29 - NOTICES AND COMMUNICATIONS .......................................................................... 39
ARTICLE 30 - TRAINING OF NATIONALS ....................................................................................... 40
ARTICLE 31 - MODIFICATIONS..................................................................................................... 40
ARTICLE 32 - SEVERABILITY ......................................................................................................... 41
ARTICLE 33 - GOVERNING LAW AND SETTLEMENT OF DISPUTES .................................................. 41
ARTICLE 34 - SURVIVAL OF PROVISIONS ...................................................................................... 41
ARTICLE 35 – ENTIRETY OF AGREEMENT, WAIVERS AND STRICT PERFORMANCE .......................... 41
ARTICLE 36 – DIGITAL SIGNATURES ............................................................................................. 42

Contract
ATTACHMENTS
ATTACHMENT A SPECIAL TERMS AND INSTRUCTIONS
INVESTMENT LETTER OF UNDERTAKING
ATTACHMENT B SCOPE OF WORK

ATTACHMENT B.1 SCOPE OF WORK / SERVICES
ATTACHMENT B.2 TECHNICAL REQUIREMENTS
ATTACHMENT B.3 QUALITY REQUIREMENTS
ATTACHMENT B.4 SAFETY, HEALTH AND ENVIRONMENTAL REQUIREMENTS
ATTACHMENT C COMPENSATION AND PAYMENT
ATTACHMENT D INVOICE REQUIREMENTS FOR GOODS/SERVICES CONTRACTS
ATTACHMENT E FORM OF MUTUAL INDEMNITY AND WAIVER OF RECOURSE

(VERSION FOR CONTRACTOR)
ATTACHMENT F FORM OF MUTUAL INDEMNITY AND WAIVER OF RECOURSE

(VERSION FOR CONTRACTOR’s SUBCONTRACTORS)
ATTACHMENT G PERFORMANCE BANK GUARANTEE
ATTACHMENT H FORM OF DEMAND OF PERFORMANCE BANK GUARANTEE
ATTACHMENT I LIABILITY AND INSURANCE AGREEMENT FORM
ATTACHMENT J FORM OF INSTRUCTION TO PROCEED
ATTACHMENT K FORM OF SERVICE ACCEPTANCE CERTIFICATE

Contract
CONTRACT
FOR THE PROVISION OF FISHING AND DRILLING TOOLS RENTAL SERVICES
This CONTRACT, is signed as of 24th February 2022 and made effective as of 10th January 2022
(“EFFECTIVE DATE”), is made between QATARGAS OPERATING COMPANY LIMITED, a company
incorporated and existing under the laws of the State of Qatar, having its registered office at P.O.
Box 22666, Doha, State of Qatar, acting for and on behalf of any entity or project to whom
Qatargas Operating Company Limited, may provide services (“COMPANY”), and STARK TRADING
AND MACHINERY WLL, a company incorporated and existing under the laws of QATAR with
offices at P.O. Box 35163, Doha, Qatar (“CONTRACTOR”).
WHEREAS, COMPANY is currently involved in the development of certain State of Qatar’s North
Field gas reserves;
WHEREAS, CONTRACTOR confirms that it shall meet all the localisation requirements and
obligations set out in the Tawteen Investment Proposal “SUB006 – Drilling Tools and Accessories”
and the Investment Letter of Undertaking signed between QatarEnergy and CONTRACTOR, dated
28 December 2021 and available in Attachment A ("INVESTMENT LETTER OF UNDERTAKING");
and
WHEREAS, COMPANY, as an AFFILIATE of QatarEnergy and as part of the commitments under the
INVESTMENT LETTER OF UNDERTAKING, desires CONTRACTOR to provide the WORK and
CONTRACTOR is willing and able to provide the WORK; and
WHEREAS, CONTRACTOR has exclusively partnered with Wellbore Integrity Solutions Trading LLC
(“PARTNER”) for the execution of the WORK.
NOW THEREFORE, COMPANY and CONTRACTOR hereby agree as follows:
ARTICLE 1 - INTERPRETATION
1.1 Definitions
For all purposes of this CONTRACT, except as otherwise expressly provided or unless the
context otherwise requires, the terms defined below shall have the meanings assigned to
them as follows:
AFFILIATE in relation to a company, means a company that it
controls, either directly or indirectly, or by which it is
controlled, including the ultimate holding company of
such company, and any other company which is under
common control with that company.
In this definition the words “controls”, “controlled”
and “control” mean the right to exercise more than
fifty percent (50%) of the voting rights attaching to the
shares of a company exercisable at a general meeting
thereof or, if there are no shares, then the right to
choose the majority of the officers who determine the
company policy.
Contract # LTC/C/SDC/4920/20 Page 1 of 43

APPLICABLE LAWS means all laws, rules and regulations, government

orders, decrees, decisions, rulings and requests
applicable to COMPANY, CONTRACTOR and the
WORK.
APPROVAL means COMPANY’s written approval, and APPROVED,
APPROVES and APPROVE shall be construed
accordingly, provided, that no APPROVAL or failure to
provide APPROVAL shall in any way relieve
CONTRACTOR of its obligations under this CONTRACT.
BASE means COMPANY’s drilling shorebase at Ras Laffan,
State of Qatar to which all GOODS and CONTRACTOR
EQUIPMENT and other materials shall, unless
otherwise specified or APPROVED, be delivered DDP
(Incoterms 2020) by CONTRACTOR to COMPANY.
CHANGE ORDER means a document reflecting an APPROVED
amendment to the CONTRACT.
COMMENCEMENT DATE means the date and hour when the following has
occurred:
(a) the CONTRACTOR has completed the set up of a
permanent facility, in country, capable of storing,
inspecting, testing, maintenance and servicing of the
CONTRACTOR EQUIPMENT and has made available to
COMPANY the required CONTRACTOR EQUIPMENT,
CONTRACTOR PERSONNEL and GOODS at this facility
as required under the CONTRACT; and
(b) the COMPANY REPRESENTATIVE has accepted in
writing that the CONTRACTOR has complied with the
above, including COMPANY’s acceptance of
CONTRACTOR EQUIPMENT.
COMPANY REPRESENTATIVE means such person as COMPANY may from time to
time appoint in writing to act as its representative for
the purposes of this CONTRACT.
CONTRACT means this terms and conditions (including the
Attachments hereto) as originally executed and all
amendments and supplements hereto, including any
subsequent CHANGE ORDERS.
CONTRACT PRICE means the total compensation to be paid by
COMPANY to CONTRACTOR during the Primary Term
of the CONTRACT. This compensation is stipulated in
Attachment C and shall be calculated in accordance
with the provisions therein. The CONTRACT PRICE
shall not be subject to any additions or deductions,
unless mutually agreed by the PARTIES and made in
accordance with the provisions of Article 31.

CONTRACTOR EQUIPMENT means all plant, equipment, materials and supplies

provided by the CONTRACTOR (whether owned, leased
or hired) in connection with the performance of this
CONTRACT, including, without limitation, those
referred to in Attachment B.
CONTRACTOR PERSONNEL means the personnel required to be provided by
CONTRACTOR under this CONTRACT.
CONTRACTOR means such person as CONTRACTOR may from time to
REPRESENTATIVE time appoint in writing to act as its representative for
purposes of this CONTRACT pursuant to Article 2.3.
EFFECTIVE DATE means the date stipulated in the preamble to this
CONTRACT.
GOODS means those items, including their associated
documentation, required by, or reasonably inferred
from, the CONTRACT to be provided by CONTRACTOR
to COMPANY for COMPANY’s permanent use.
GROSS NEGLIGENCE means, with respect to a PARTY, any omission or
action or failure to act of the SENIOR SUPERVISORY
PERSONNEL of such PARTY , whether intentional or
not, (whether sole, joint, contributory or
concurrent) which seriously and substantially
deviates from a diligent course of action and that
constitutes a reckless disregard for harmful and
foreseeable consequences.
INSTRUCTION TO PROCEED means a request for the performance of WORK

specified in Attachment B and documented by a “Form
of Instruction To Proceed” attached to this CONTRACT
as Attachment J.
PARTY means either COMPANY or CONTRACTOR and PARTIES

means both COMPANY and CONTRACTOR.
PROPRIETARY INFORMATION has the meaning ascribed to it in Article 4.
SENIOR SUPERVISORY means, with respect to a PARTY, (i) any employee of
PERSONNEL such PARTY who functions as a manager or senior
supervisor (reporting directly to the chief executive
officer (or equivalent position) and having managerial
or supervisory responsibilities, or not reporting
directly to the chief executive officer (or equivalent
position) but having managerial or supervisory
responsibilities of the type typically held by a person
reporting directly to a chief executive.
SERVICE ACCEPTANCE means a certificate in the form included in Attachment
CERTIFICATE K signifying COMPANY’s final acceptance of all the
WORK in accordance with provisions of Article 9.3.

WARRANTY PERIOD means the period during which CONTRACTOR

warrants the WORK, as specified in Article 9.
WILFUL MISCONDUCT means, with respect to a PARTY, an intentional act or
omission by the SENIOR SUPERVISORY PERSONNEL of
such PARTY, (whether sole, joint, contributory or
concurrent) where such personnel contemplated such
act or omission and was aware that such act or
omission by it would be likely to have harmful and
foreseeable consequences.
WORK has the meaning ascribed to it in Article 2.1.
WORK SITE means COMPANY’s locations in the North Field, State
of Qatar or any other location, including COMPANY’s
BASE, where the WORK is or may be performed.
VAT means Value Added Tax, which may be introduced by
the State of Qatar at a future date.
1.2 Attachments
The Attachments listed in the preamble of this CONTRACT are incorporated by reference
herein. In the event of any conflict between this terms and conditions, Attachment A and
any other Attachments, Attachment A shall prevail. In the absence of Attachment A, this
terms and conditions shall prevail. In the event of any conflict between COMPANY’s
requirements as identified in the various Attachments, COMPANY’s most stringent
requirement shall apply. In the event of a pricing conflict between any of the parts of
Attachment C, the lowest price shall apply. In case of any other conflict or inconsistency
among any of the incorporated documents, such conflict shall be resolved at COMPANY’s
sole and absolute discretion in writing which, for the avoidance of doubt, shall not
constitute a CHANGE ORDER.
1.3 Currency
All amounts expressed herein in Qatari Riyals, QAR or QR are Qatari Riyals.
1.4 English Language
All matters (including documentation) pertaining to this CONTRACT and the WORK shall
be conducted in the English language.
1.5 Interpretation
(a) Reference to any statute, statutory provision or statutory instrument includes a
reference to that statute, statutory provision or statutory instrument as from time
to time amended, extended or re-enacted.
(b) This CONTRACT shall be read and interpreted with such changes to gender and
number as the circumstances may require.
(c) This CONTRACT is divided into Articles. Unless the context otherwise requires,
reference to any Article is to an Article of this CONTRACT.
(d) The descriptive headings used in this CONTRACT, as well as their cover pages and
Table of Contents, are included for convenience of reference only and shall not be
used in any way in construing or interpreting any of the provisions of this
CONTRACT. Defined words have specifically not been capitalised in any headings.

(e) Except to the extent the context requires otherwise, any reference in this
CONTRACT to:
a “year” means a calendar year in the Gregorian calendar;
a “month” means a calendar month in the Gregorian calendar;
a “day” means a period of twenty four (24) consecutive hours beginning
immediately after midnight;
a “business day” means any day other than a Friday, Saturday or a public
holiday in the State of Qatar;
a “company” means an incorporated or unincorporated business
enterprise, partnership or similar combination or entity,
whether or not incorporated and however organised;
a “person” includes any individual, company, firm, joint venture or
association, partnership or similar combination or entity,
whether incorporated or unincorporated.
(f) The words “including”, “include”, “included”, “such as”, “consisting of” and the
like in this CONTRACT shall be deemed to be completed by the expression “but
not limited to”.
(g) The word “subcontractor” shall be deemed to include “suppliers”, “subsuppliers”,
“vendors” and/or “subvendors” and vice versa.
ARTICLE 2 – WORK AND TERM

2.1 The Work
(a) The WORK shall consist of the performance of all or any part of the works, services,
operations, supply of GOODS, duties, and obligations by CONTRACTOR more
particularly described in Attachment B.
(b) A request for the performance of WORK shall be documented by an INSTRUCTION
TO PROCEED.
2.2 Term of the Contract
(a) Subject to earlier termination in accordance with Article 16, the term of this
CONTRACT shall commence on the EFFECTIVE DATE and shall continue in effect for
a primary term of four (4) years and three (3) months (“Primary Term”). However,
in the event there are any delays attributable to CONTRACTOR in facility
establishment and associated mobilization to achieve the COMMENCEMENT
DATE, then the CONTRACT duration shall be reduced proportionately.
(b) COMPANY shall have the option to extend this CONTRACT beyond the Primary
Term for two (2) successive periods of one (1) year (“Extension Periods”); such
Extension Periods to be exercised by giving notice in writing to CONTRACTOR no
later than thirty (30) days prior to the expiration of the Primary Term or any of the
Extension Periods.
(c) In the event WORK is still on-going at the end of the Primary Term, or of any
Extension Period, then the term of this CONTRACT shall be automatically extended
to continue thereafter under the same terms and conditions specified in this
CONTRACT, until issuance of the SERVICE ACCEPTANCE CERTIFICATE, and
CONTRACTOR EQUIPMENT and CONTRACTOR PERSONNEL are fully demobilized.

(d) If, at the end of the Primary Term, the total payments made by COMPANY to
CONTRACTOR for the WORK under this CONTRACT are lower than the CONTRACT
PRICE, CONTRACTOR shall be entitled to invoice COMPANY for the difference. For
the avoidance of doubt, such compensation shall not apply if the CONTRACT is
terminated pursuant to Article 16.
2.3 Contractor’s Representative and Supervision

(a) Contractor’s Representative
i) CONTRACTOR shall, by notice to COMPANY, appoint a CONTRACTOR
REPRESENTATIVE acceptable to COMPANY who shall have full knowledge of
the WORK and be available at all reasonable times for consultation.
ii) The CONTRACTOR REPRESENTATIVE shall have the power and authority to act
for and on behalf of, and to take decisions that shall be binding upon
CONTRACTOR on all matters in connection with this CONTRACT and the WORK.
iii) The CONTRACTOR REPRESENTATIVE shall not be replaced or removed without
COMPANY’s prior APPROVAL, which shall not be unreasonably withheld.
iv) The CONTRACTOR REPRESENTATIVE shall diligently comply with all lawful
instructions issued by COMPANY provided that no APPROVAL or failure to
provide APPROVAL shall in any way relieve CONTRACTOR of its obligations
under this CONTRACT. Further details of the roles and responsibilities of the
CONTRACTOR REPRESENTATIVE are included in Attachment B.
(b) Supervision
i) CONTRACTOR shall at all times provide a competent representative at all
WORK SITES whilst WORK is in progress.
ii) CONTRACTOR may treat the senior COMPANY representative at any WORK
SITE as being in charge of all COMPANY’s employees at that location.
2.4 Supply of Goods
All GOODS supplied shall, unless otherwise specifically APPROVED by COMPANY:
(a) be new and of sound materials, workmanship and design and in accordance with
the highest professional standards and practices.
(b) be free from all defects (latent and patent), whether in design, engineering,
workmanship or otherwise.
(c) be properly packed and secured in accordance with the appropriate shipping
specifications and in such a manner as to reach their destination in good condition
under normal conditions of transport.
(d) be delivered to the delivery point which shall, unless specified otherwise by
COMPANY in writing, be delivered duty paid DDP (Incoterms 2020) at COMPANY’s
BASE.
(e) not be deemed delivered, unless otherwise notified in writing by COMPANY, until all
appropriate associated items necessary for the item’s proper functionality have been
received, they have passed receiving inspection and COMPANY has issued a Goods
Received Note.

(f) Any GOODS not individually priced in Attachment C shall be deemed to be

provided by CONTRACTOR in the quantities necessary to achieve final completion
at no cost to COMPANY.
2.5 Performance of the Work
(a) Rates for all WORK shall include all necessary tools, spares, consumables,
reference materials and computing facilities associated therewith. The term
“tools” in this context shall include sufficient back-up tools in the State of Qatar
to ensure continuity of the WORK without interruption or delay in the event of
any equipment failure. If replacement services are required due to deficient
performance by CONTRACTOR, CONTRACTOR shall provide such replacement
services at CONTRACTOR’s cost.
(b) Services shall not be considered as having been completed without the
appropriate COMPANY REPRESENTATIVE’s verification on the CONTRACTOR’s
field service ticket.
(c) Any WORK not individually priced in Attachment C, but reasonably inferred as
necessary for the performance of this CONTRACT shall be deemed to be provided
by CONTRACTOR at no additional cost to COMPANY.
(d) Unless otherwise specifically APPROVED by COMPANY, CONTRACTOR
EQUIPMENT, tools and the like shall only be considered delivered on satisfactory
receipt DDP (Incoterms 2020) at COMPANY’s BASE.
(e) Similarly, all rental equipment, tools and the like shall be considered returned to
CONTRACTOR when advised, in writing, that the items concerned are available at
COMPANY’s BASE awaiting CONTRACTOR’s collection.
2.6 Quality Assurance
(a) CONTRACTOR shall perform the WORK strictly in accordance with the Quality
Requirements of Attachment B.3. CONTRACTOR shall use effective Quality
Assurance programs in performing the WORK that comply with all technical codes
and practices applicable to work of a similar type to the WORK being performed,
or as may be specified by COMPANY.
(b) CONTRACTOR shall submit to COMPANY all documentation required under the
CONTRACT, at the times and locations identified herein.
(c) CONTRACTOR shall keep all documentation related to the WORK, including the
GOODS, available to COMPANY for the periods of time identified in Attachment B.
(d) The WORK, including any GOODS, is subject to inspection by COMPANY at all
reasonable times. Any non-compliance noted shall be corrected by CONTRACTOR,
but the failure of COMPANY to inspect and/or comment shall not relieve
CONTRACTOR of its responsibilities hereunder.
(e) CONTRACTOR shall provide a representative at COMPANY’s BASE at any time the
GOODS or any of CONTRACTOR’s EQUIPMENT or materials are being delivered or
transferred. CONTRACTOR shall be responsible for advising the COMPANY if there
is any equipment or operation controlled by COMPANY or third parties that may
jeopardise the quality of the GOODS or CONTRACTOR’s EQUIPMENT after delivery,
but prior to use by the CONTRACTOR.

(f) COMPANY will arrange to allow CONTRACTOR reasonable access to any of

COMPANY’s WORK SITES to allow it to implement its Quality Assurance program
for the WORK.
2.7 Safety
(a) Safety Rules and Regulations
CONTRACTOR shall be responsible for the safety related to CONTRACTOR’s
performance under the CONTRACT and shall provide all necessary safeguards to
ensure the safety and protection of all personnel, the GOODS and any other
property associated with the WORK.
CONTRACTOR shall ensure that its employees, agents and subcontractors comply
with all applicable safety programs, including safety-related rules, regulations and
standards pertaining to the WORK. In the event of failure to comply, CONTRACTOR
shall immediately notify COMPANY and correct the deficiency at CONTRACTOR’s
sole expense.
CONTRACTOR shall maintain the WORK SITE and the BASE free of CONTRACTOR’s
waste material and rubbish and clear the WORK SITE and BASE of any
CONTRACTOR’s EQUIPMENT, temporary facilities, surplus material, equipment
and tools upon completion of the WORK.
(b) Incident Reports
CONTRACTOR shall prepare and furnish to COMPANY an incident report for each
safety incident involving CONTRACTOR’s PERSONNEL while performing WORK and
shall conduct and furnish to COMPANY a root cause analysis of recordable
incidents and lessons learned.
(c) Lifting Equipment
All APPLICABLE LAWS and waterfront and stevedoring requirements relating to the
certification, stamping, stencilling and labelling of slings, chains, lifting gear and
containers used for transportation pursuant to this CONTRACT shall apply.
CONTRACTOR shall provide all containers used for transportation pursuant to this
Article complete with adequate forklift slots and all fully technically certified lifting
gear necessary for transportation of both the GOODS and all CONTRACTOR
EQUIPMENT and materials.
(d) Hazardous Goods
CONTRACTOR shall provide copies of all hazardous materials documentation
related to any GOODS, CONTRACTOR’s EQUIPMENT or materials delivered to
either COMPANY’s BASE or the Heliport. These shall include Material Safety Data
Sheets, IATA or IMDG Hazardous Goods forms, as appropriate. Unless otherwise
agreed by COMPANY, copies of the appropriate documentation shall be issued to
COMPANY at least two (2) business days prior to delivery. COMPANY can provide
electronic copies of generic blank IATA and IMDG Hazardous Goods forms on
request.
CONTRACTOR’s scope of WORK includes the identification, transportation and
disposal of wastes, if any.
In the event of any failure to comply with such requirements on the WORK SITE
during the performance of this CONTRACT, CONTRACTOR shall immediately notify
COMPANY and correct the deficiency at CONTRACTOR’s sole expense.
CONTRACTOR shall provide COMPANY with copies of all reports or other

documents filed with or provided to CONTRACTOR’s insurers and regulatory
authorities in connection with the foregoing. CONTRACTOR’s failure to comply
with this provision shall be deemed a material breach, which shall allow COMPANY
to immediately terminate this CONTRACT. In such event the remedies set forth in
Article 16 shall apply.
ARTICLE 3 - TIME OF THE ESSENCE

3.1 CONTRACTOR acknowledges that time is of the essence and that the timely delivery of
any GOODS and the WORK is an essential condition of this CONTRACT and of the overall
project.
3.2 CONTRACTOR shall at all times afford the WORK the highest priority, and CONTRACTOR
shall not assign to any other work a priority higher than the priority accorded to the
WORK.
ARTICLE 4 - PROPRIETARY INFORMATION

4.1 The term PROPRIETARY INFORMATION means all information which CONTRACTOR,
directly or indirectly, has acquired or shall acquire from COMPANY, its shareholders or
their respective AFFILIATES or from the performance of the WORK and any other
information concerning the technical and business activities and know-how of COMPANY,
its shareholders or their respective AFFILIATES, except information falling into any of the
following categories:
(a) information which, prior to the time of disclosure or acquisition hereunder, is
lawfully in the public domain;
(b) information which, after disclosure or acquisition hereunder, lawfully enters the
public domain, except where such entry is the result of CONTRACTOR’s breach of
this CONTRACT or wrongful disclosure by a third party over whom CONTRACTOR
has actual control;
(c) information, other than that obtained from third parties, which, prior to disclosure
or acquisition hereunder, was already lawfully in CONTRACTOR’s possession either
without limitation on disclosure to others or which subsequently becomes free of
such limitation;
(d) information lawfully obtained by CONTRACTOR from a third party who is lawfully
in possession of such information and not subject to a contractual or fiduciary
relationship with COMPANY or its shareholders or their respective AFFILIATES with
respect to such information. CONTRACTOR may use and disclose such information
in accordance with the terms under which it was provided by such third party.
4.2 PROPRIETARY INFORMATION shall not be deemed to be within the foregoing categories
merely because such information is embraced by more general information lawfully in the
public domain or in CONTRACTOR’s possession.
In addition, any combination of features shall be deemed to be within the foregoing
categories only if the combination itself and its principle of operation are lawfully in the
public domain or in CONTRACTOR’s possession, but not if merely individual features are
in the public domain or in CONTRACTOR’s possession.

4.3 CONTRACTOR represents that it has procedures designed to protect intellectual property
rights and trade secret rights of its own proprietary information including notices to its
employees to prevent unauthorised publication or disclosure of such information.
CONTRACTOR agrees that PROPRIETARY INFORMATION shall be protected at least as
stringently as its own intellectual property is protected under those procedures.
4.4 In addition, CONTRACTOR agrees that, except as COMPANY may authorise in writing, it
shall not disclose any PROPRIETARY INFORMATION either internally within
CONTRACTOR’s organisation or to any third party, except on a need-to-know basis, nor
shall CONTRACTOR use, store, disclose or access PROPRIETARY INFORMATION other than
on COMPANY’s behalf, for the purposes of this CONTRACT, and in accordance with
APPLICABLE LAWS. If CONTRACTOR requests permission to disclose PROPRIETARY
INFORMATION to a third party and COMPANY APPROVES such request, CONTRACTOR
shall enter into a confidentiality agreement with such third party containing the same
terms and conditions with respect to the use or disclosure of PROPRIETARY INFORMATION
as this Article 4 contains. CONTRACTOR may use and disclose the information referred to
in Article 4.1 (d) only in accordance with the terms under which it was provided by such
third party.
4.5 CONTRACTOR shall also safeguard all documents containing PROPRIETARY INFORMATION
that COMPANY may supply to CONTRACTOR hereunder and all other documents
containing PROPRIETARY INFORMATION whether prepared by CONTRACTOR or another
person. CONTRACTOR may make copies of such documents only to the extent necessary
for the performance of the WORK. All transmissions of PROPRIETARY INFORMATION shall
be performed using a secure transfer method.
4.6 On completion of the WORK, CONTRACTOR shall return to COMPANY all such documents
containing PROPRIETARY INFORMATION and shall destroy all copies thereof. However,
should CONTRACTOR desire to retain certain documents, and should it receive
COMPANY’s written APPROVAL therefor, CONTRACTOR shall continue to treat such
documents in accordance with this Article 4.
4.7 CONTRACTOR shall enter into any necessary confidentiality agreements with process
licensors or other third parties upon COMPANY’s request and keep in force confidentiality
agreements concerning process licensors’ or such other third parties’ proprietary
information, which agreements shall permit CONTRACTOR to use such process licensors’
or such other third parties’ proprietary information in the WORK.
4.8 It is COMPANY’s intention not to receive any confidential information from CONTRACTOR.
As such, unless expressly agreed otherwise, all information supplied by CONTRACTOR to
COMPANY shall have no obligation of confidentiality. If any information provided by
CONTRACTOR is deemed confidential, COMPANY and CONTRACTOR shall identify and
agree to the specific information that constitutes confidential information of
CONTRACTOR or its subcontractors and that may be disclosed to COMPANY for its use.
COMPANY agrees to preserve the confidentiality of such information in accordance with
this Article 4.
4.9 Any access to PROPRIETARY INFORMATION afforded under this CONTRACT shall not,
under any circumstances, confer any licence, interest or property rights of any kind with
respect to such PROPRIETARY INFORMATION.

4.10 CONTRACTOR shall not, and shall ensure that its officers, directors, employees, servants,
agents, representatives and subcontractors shall not, take any kind of advantage from
possession of or exchange or divulge to any third party, any information obtained in the
conduct of, or by reason of, the WORK. All such information shall be the property of, and
for the exclusive use and benefit of COMPANY.
4.11 If CONTRACTOR stores, handles or processes PROPRIETARY INFORMATION then
CONTRACTOR shall implement controls reasonably necessary to prevent unauthorized
use, disclosure, loss, acquisition of, or access to PROPRIETARY INFORMATION.
CONTRACTOR’s Information Technology network is to have in operation up-to-date anti-
virus software and CONTRACTOR shall timely apply patches to mitigate any technical
vulnerabilities. If requested, CONTRACTOR is to provide reports on its anti-virus and patch
management status to COMPANY. In addition, if CONTRACTOR becomes aware that any
PROPRIETARY INFORMATION is used, lost, accessed, disclosed, or acquired without
proper authorization (in each case, a “breach”), CONTRACTOR shall use reasonable efforts
to immediately eliminate the cause of such breach, alert the COMPANY, and take such
actions as may be necessary to preserve forensic evidence. CONTRACTOR shall give the
highest priority to immediately correcting any breach and shall devote such resources as
may be required to accomplish that task. CONTRACTOR shall share investigation results
with the COMPANY, and agree on mutual remediation actions to resolve and/or prevent
any reoccurrence of the incident, or other potential compromise in the future.
4.12 COMPANY shall have the right to audit CONTRACTOR’s compliance with the obligations
established in this Article 4.
4.13 The provisions of this Article 4 shall be a continuing obligation, and shall survive any
expiration or termination of this CONTRACT. Breach of the obligations set out herein shall
constitute a material breach of this CONTRACT.
ARTICLE 5 - INDEPENDENT CONTRACTOR

5.1 CONTRACTOR shall perform the WORK as an independent contractor, free of control or
supervision of COMPANY as to means and method of performance and has sole authority
and responsibility to employ, discharge and otherwise control its employees.
All persons engaged by CONTRACTOR in the performance of the WORK shall be the agents,
servants or employees of CONTRACTOR or its subcontractors, but not of COMPANY.
Neither CONTRACTOR, nor its agents, servants, employees or subcontractors shall hold
themselves out as employees of COMPANY.
5.2 CONTRACTOR shall be solely responsible for the performance of the WORK, including
complete responsibility as a principal for its agents and subcontractors.
ARTICLE 6 – TITLE AND RISK

6.1 CONTRACTOR warrants good title to all GOODS, free and clear of all liens, claims and
encumbrances. Title to GOODS shall pass to COMPANY when:
(a) the GOODS are delivered or otherwise identified to this CONTRACT, or
(b) the GOODS are paid for,
whichever of the foregoing first occurs.

Notwithstanding transfer of title, risk of loss for the GOODS shall pass from CONTRACTOR
to COMPANY when care custody and control of the GOODS has physically been taken by
COMPANY from CONTRACTOR or its agents, subcontractors or delivery services.
6.2 Any portion of the GOODS with respect to which title has passed to COMPANY but which
remains in the care and custody of CONTRACTOR or any subcontractor shall be clearly
identified in a manner acceptable to COMPANY as being the property of COMPANY and
shall be segregated from CONTRACTOR’s or its subcontractors’ property.
6.3 CONTRACTOR shall:
(a) have no property rights whatsoever in, or concerning the discovery of, fossils,
minerals, coins, articles of value, antiques, relics, structures or other things of
geological or archaeological interest discovered on any location provided by
COMPANY in the State of Qatar.
(b) immediately inform COMPANY of any such discovery and shall, at COMPANY’s
previously APPROVED expense, carry out COMPANY’s instruction as to disposal
of the same.
(c) take all necessary precautions to ensure that its personnel and that of its
subcontractors, as well as other persons working in the State of Qatar, do nothing
to remove or damage such discoveries and do not retain, encumber or reserve
title to such items.
6.4 CONTRACTOR shall cause all conditions of this Article 6 to be inserted in all of its
subcontracts and purchase orders so that COMPANY and CONTRACTOR shall have the
rights set forth herein with respect to each subcontractor.
ARTICLE 7 – ASSIGNMENTS AND SUBCONTRACTS

7.1 Assignment by Company
COMPANY may assign the CONTRACT or any interest therein to any AFFILIATE or
shareholder.
7.2 Assignment by the Contractor
The CONTRACTOR shall not assign the CONTRACT or any part thereof without the prior
written APPROVAL of COMPANY. Such APPROVAL shall not release or relieve the
CONTRACTOR from any of its obligations or liabilities under the CONTRACT.
7.3 Subcontracting by the Contractor
The CONTRACTOR shall not subcontract all or any part of the WORK or any part of the
CONTRACT without prior APPROVAL by COMPANY. Notwithstanding APPROVAL by
COMPANY to subcontract all or any part of the WORK, the CONTRACTOR shall remain
primarily liable to COMPANY for the performance of the CONTRACT and primarily liable
to COMPANY for any default or failure to comply with the terms of the CONTRACT by any
subcontractor.

The CONTRACTOR shall promptly furnish such information about its subcontractors as
COMPANY may request and, for this purpose, the CONTRACTOR shall ensure that
disclosure to COMPANY is not excluded under the terms of any of its subcontracts. In
addition, where the CONTRACTOR subcontracts hereunder with any non-Qatari
subcontractor, the CONTRACTOR shall promptly furnish the required CONTRACT details
to the State of Qatar Office of Income Tax. No subcontract shall bind or purport to bind
COMPANY but every subcontract shall contain the subcontractor’s consent to COMPANY
taking assignment from CONTRACTOR of the subcontract.
ARTICLE 8 – CONTRACTOR’S REPRESENTATIONS AND RESPONSIBILITIES

8.1 The Contract and Applicable Laws
CONTRACTOR represents and warrants that:
(a) it has carefully examined this CONTRACT and has obtained a full understanding
and knowledge of the nature, quality and scope of the WORK and of its obligations
under this CONTRACT.
(b) it accepts all responsibility for having properly evaluated all costs and
contingencies for successfully performing and completing the WORK and for
fulfilling all of its obligations under this CONTRACT and shall bear any and all
consequences resulting from its improper evaluation.
(c) it has knowledge of, and shall comply with, all APPLICABLE LAWS to the same
extent as if set forth in full herein it, including specifically:
i) all laws, rules and regulations relating to the State of Qatar;
ii) COMPANY’s rules and regulations, including those specifically identified in the
Attachments to this CONTRACT.
The terms of this Article 8 shall survive the expiration or any termination of this
CONTRACT.
8.2 Permits and Licences
CONTRACTOR represents and undertakes that:
(a) it shall obtain and pay for all permits and licences necessary for the performance
of the WORK and that are required to be obtained in CONTRACTOR’s name.
(b) it shall provide such assistance in preparing any permit applications and
supporting data and documents as may be requested by COMPANY.
8.3 Contractor’s performance of the Work
CONTRACTOR represents and warrants that:
(a) it has the required skills and capacity to perform, and shall perform, the WORK in
the best professional manner using qualified and competent personnel together
with sound project management and other systems techniques, including all
engineering, procurement, shipping, receiving, assembly, installation and
supervisory operations, to meet both the requirements laid down in the
Attachments to this CONTRACT and the highest standards of workmanship for
similar kinds of work in the oil and gas industry and to ensure that all GOODS are
delivered on time and satisfactorily installed.

(b) it shall perform the WORK continuously and diligently and shall complete the
WORK expeditiously, in accordance with the provisions of this CONTRACT, and
shall specifically not abandon any part of the WORK that is in progress.
(c) it shall perform all CONTRACTOR’s obligations with respect to the WORK together
with any services initiated by COMPANY via a CHANGE ORDER, including any
optional extensions.
(d) it shall maintain a technical support relationship with the PARTNER (as defined in
the preamble) for the duration of the CONTRACT and any applicable extensions.
8.4 Contractor’s provision of Equipment, Materials and Drawings
CONTRACTOR represents and undertakes that:
(a) it shall provide all materials, equipment, supplies and any other items or services
required for the complete performance of the WORK, including procurement,
inspection, expediting, shipping, unloading, receiving, customs clearance and
items not specifically stated in the incorporated documents as being provided by
COMPANY or others, but which can be reasonably inferred as required for the
execution of this CONTRACT.
(b) it shall, without additional cost to COMPANY, supply up to 4 hard copies, plus 2
indexed electronic copies (on CD-ROM or other COMPANY APPROVED format), of
all general dimensional drawings, specifications, operating and installation
instructions, maintenance manuals, mill certificates showing chemical
compositions and mechanical properties, fabrication reports, or other technical
information related to the WORK as requested by COMPANY.
(c) all of the documentation referenced in sub-clauses (a) and (b) above shall become
the property of the COMPANY and may be used by COMPANY for its own
purposes.
8.5 Contractor’s Personnel
(a) For any offshore WORK performed by CONTRACTOR or its subcontractors in the
State of Qatar under this CONTRACT, CONTRACTOR shall ensure insofar as it is able
that its personnel are not normally required to work more than 12 hours in any
one day and shall in any event ensure that relief personnel are available should it
be necessary to work beyond 12 hours in any one day.
(b) CONTRACTOR shall not remove any of the CONTRACTOR PERSONNEL performing
WORK under this CONTRACT without COMPANY’s prior APPROVAL, which shall not
be unreasonably withheld or delayed.
(c) CONTRACTOR shall ensure that CONTRACTOR, its employees, agents and
subcontractors comply with all applicable quality assurance programs, including
safety-related rules, regulations and standards pertaining to the WORK (including
those attached hereto as Attachments B.1, B.2, B.3, B.4). In the event of failure to
comply CONTRACTOR shall immediately notify COMPANY and correct the
deficiency at CONTRACTOR’s sole expense.

8.6 Pollution
CONTRACTOR shall, subject to Article 10.7:
(a) conduct its operations in a manner designed to prevent pollution;
(b) ensure no trash, waste oil, bilge water or other pollutants shall be discharged or
allowed to escape from the WORK SITE or CONTRACTOR’s EQUIPMENT;
(c) clean up, at its own expense, any pollution caused by circumstances that are within
CONTRACTOR’s actual or constructive control;
(d) remove the wreck of any marine craft or plant supplied by it, in the course of its
performance of the WORK, as instructed by COMPANY or any governmental
authority having jurisdiction so to instruct.
8.7 CONTRACTOR shall at all times afford to COMPANY and to any person authorised by
COMPANY access to the WORK and to any WORK SITE.
8.8 CONTRACTOR shall advise COMPANY promptly, in writing, of any labour dispute or
anticipated labour dispute that may affect performance or scheduling of the WORK.
8.9 The equipment and tools used by CONTRACTOR in performing the WORK shall meet the
specifications set out in the Attachments to this CONTRACT or such other specifications
as COMPANY may APPROVE.
8.10 CONTRACTOR shall keep the COMPANY informed of all industrial claims and industrial
disputes affecting CONTRACTOR PERSONNEL. CONTRACTOR and any of its subcontractors
shall give to the COMPANY all such assistance and information as may be reasonably
required in relation to the appropriate resolution of those industrial claims and industrial
disputes. The PARTIES agree that they will fully consult with each other with respect to
the resolution of all industrial claims and industrial disputes affecting the CONTRACTOR
PERSONNEL.
ARTICLE 9 - WARRANTIES AND GUARANTEES

9.1 Contractor’s General Warranties
CONTRACTOR represents, acknowledges, warrants and guarantees that:
(a) the WORK, including all GOODS, services, equipment or materials supplied, shall
meet all of the requirements set forth in this CONTRACT and any CHANGE ORDERS;
(b) all GOODS, services, equipment or materials supplied shall be first-class in every
particular and free from all defects (whether patent or latent) in design,
engineering, materials, construction, workmanship or otherwise;
(c) all GOODS, services, equipment or materials shall be fit for the intended purpose
and use specified in, or reasonably to be inferred from, this CONTRACT;
(d) all GOODS shall be new and of best quality unless otherwise APPROVED;
(e) the WORK shall be performed in a professional workmanlike manner and in
accordance with the highest oilfield and engineering practices and in accordance
with CONTRACTOR’s standard operating and quality control procedures and such
other practices as may be reasonably requested by COMPANY.
CONTRACTOR accepts full responsibility for ensuring that all CONTRACTOR’s
representations, warranties and guarantees are maintained throughout the full term of
the CONTRACT.
9.2 Contractor’s Subcontractors Warranties

(a) CONTRACTOR shall obtain from all subcontractors and cause to be extended to
COMPANY the best possible representations, warranties and guarantees with
respect to materials and workmanship of all GOODS and WORK furnished by such
subcontractors.
(b) CONTRACTOR shall be responsible for enforcing the representations, warranties
and guarantees specified in this Article 9.2, commencing at the time such
representations, warranties or guarantees are furnished and ending on the expiry
of the WARRANTY PERIOD.
9.3 Warranty Period
(a) CONTRACTOR shall maintain all representations, warranties and guarantees valid
for the full term of the WARRANTY PERIOD, which shall extend from the EFFECTIVE
DATE of the CONTRACT through to COMPANY’s issue of the SERVICE ACCEPTANCE
CERTIFICATE.
(b) Subject to the satisfactory completion of the WORK, COMPANY shall, at
CONTRACTOR’s written request, issue a SERVICE ACCEPTANCE CERTIFICATE, as set
out in Attachment K attached hereto, within sixty (60) days of such request.
9.4 Notification of Breach of Representations, Warranties and Guarantees
COMPANY shall notify CONTRACTOR in writing promptly after discovery of any breach of
CONTRACTOR’s representations, warranties and guarantees that may appear at any time
during the WARRANTY PERIOD.
9.5 All of CONTRACTOR’s representations, warranties and guarantees contained in this
CONTRACT are and shall be deemed to be material and shall survive the completion of the
WORK and the termination of this CONTRACT.
ARTICLE 10 - INDEMNITIES
10.1 General
(a) For the purposes of Article 10 and Article 14, COMPANY and CONTRACTOR shall
include all AFFILIATES, co-venturers, shareholders, officers, employees, agents,
servants and subcontractors of COMPANY or CONTRACTOR, as the context may
require.
(b) For the purposes of this Article 10, “claims” shall mean all claims, liens, judgments,
awards, debts, liabilities, damages, injuries, costs, losses, expenses, fines,
penalties or causes of action including punitive or exemplary damages as well as
reasonable attorney’s fees.
(c) The indemnities given by one PARTY to the other under this Article 10 shall apply
even if the liability for such claim arises from any agreement between the PARTY
and a third party, or the PARTY is required through operation of law to make
contribution to any third party.
(d) The indemnities given by one PARTY to the other shall apply to the full claim,
notwithstanding that the indemnitee may be entitled to contribution from a third
party.
(e) CONTRACTOR shall be required to enter into a Mutual Indemnity and Waiver of
Recourse Agreement with all COMPANY’s other contractors working at or near the
WORK SITE. If any of COMPANY’s other contractors refuse to enter a Mutual

Indemnity and Waiver of Recourse Agreement, or is omitted inadvertently or
otherwise, and as a result CONTRACTOR does not enter into a Mutual Indemnity
and Waiver of Recourse Agreement with such other contractors, such other
contractors shall be considered as COMPANY for the purposes of this Article 10.
(f) The terms of this Article 10 shall survive the expiration or termination of this
CONTRACT.
10.2 Indemnity relating to Goods
In the event that the CONTRACTOR provides any GOODS to COMPANY pursuant to this
CONTRACT, CONTRACTOR shall be responsible and liable to the COMPANY for, and shall
defend, indemnify and hold harmless COMPANY against and from, loss of or damage to
the GOODS until care, custody and control thereof has been transferred to COMPANY
pursuant to Article 6.
10.3 Indemnity relating to Property and Personnel of Contractor and Third Parties
(a) CONTRACTOR shall be liable for and indemnify and save harmless COMPANY
against all claims relating to loss or damage of property of CONTRACTOR, and for
personal injury, up to and including death of CONTRACTOR PERSONNEL,
CONTRACTOR’s officers, employees, servants, agents or subcontractor’s
personnel, unless caused by the GROSS NEGLIGENCE or WILFUL MISCONDUCT of
COMPANY, in which case COMPANY shall be liable for its GROSS NEGLIGENCE or
WILFUL MISCONDUCT.
(b) CONTRACTOR shall be liable for and indemnify and save harmless COMPANY
against all claims relating to normal wear and tear of CONTRACTOR EQUIPMENT
or its subcontractor equipment while performing the WORK.
(c) CONTRACTOR shall be liable for and indemnify and save harmless COMPANY
against all claims relating to failure of CONTRACTOR to comply with APPLICABLE
LAWS.
(d) In the event that damage or losses are incurred through performance of the WORK
by or to a third party which is not party to an agreement with COMPANY or
CONTRACTOR, such claims and losses shall be the responsibility of the PARTY
legally liable for such claim.
10.4 Indemnity relating to Company’s Property and Personnel
(a) COMPANY shall be liable for and indemnify and save harmless CONTRACTOR
against all claims relating to personal injury up to and including death of
COMPANY’s officers, employees, servants, agents or subcontractor’s personnel,
unless caused by the GROSS NEGLIGENCE or WILFUL MISCONDUCT of
CONTRACTOR, in which case CONTRACTOR shall be liable for its GROSS
NEGLIGENCE or WILFUL MISCONDUCT.
(b) In the event that property of the COMPANY is held in the care, custody and control
of CONTRACTOR, CONTRACTOR shall indemnify COMPANY against loss or damage
to that property, until care, custody and control is transferred back to COMPANY,
up to a maximum of US$1,000,000 (One Million U.S. Dollars) per occurrence unless
caused by the GROSS NEGLIGENCE or WILFUL MISCONDUCT of CONTRACTOR, in
which case CONTRACTOR shall be liable for its GROSS NEGLIGENCE or WILFUL
MISCONDUCT.
(c) CONTRACTOR shall be liable for and indemnify and save harmless COMPANY
against all claims relating to loss or damage of property of COMPANY caused by
CONTRACTOR up to a maximum of US$1,000,000 (One Million U.S. Dollars) per
occurrence unless caused by the GROSS NEGLIGENCE or WILFUL MISCONDUCT of
CONTRACTOR, in which case CONTRACTOR shall be liable for its GROSS
NEGLIGENCE or WILFUL MISCONDUCT.
10.5 Indemnity relating to Contractor’s Breach of Warranty
It shall be CONTRACTOR’s responsibility to ensure that the WORK, including any GOODS,
equipment, materials or services, complies with all the provisions of this CONTRACT.
(a) If, at any time during the WARRANTY PERIOD, any representation, warranty or
guarantee of CONTRACTOR, or obtained by CONTRACTOR, under Article 9 is found
to have been breached, CONTRACTOR, within five (5) business days of receipt of
COMPANY’s notice of such breach, shall notify and agree with COMPANY when
and how it intends to remedy such breach.
(b) Should CONTRACTOR not begin and, in COMPANY’s sole, considered opinion,
diligently proceed to complete such remedy within the time agreed to, or should
CONTRACTOR and COMPANY fail to reach such an agreement within five (5)
business days of CONTRACTOR’s receipt of COMPANY’s notice of such breach,
COMPANY, after advising CONTRACTOR in writing, shall have the right to perform
or have performed by third parties the necessary remedy, and the costs thereof
shall be borne by CONTRACTOR.
(c) CONTRACTOR shall re-perform any engineering, services, supervision of
installation, and provide materials (including removal of defective GOODS and
replacement of such GOODS) and labour to the extent necessary to correct any
breach to make the WORK and the GOODS conform to CONTRACTOR’s
representations, warranties and guarantees, with the expense thereof to be for
CONTRACTOR’s account and not reimbursable or the basis for any claim, all in
accordance with the following:
i) If any of the WORK, including any GOODS, equipment, materials or services,
do not comply with the provisions of this CONTRACT or is defective or deficient
in design, materials, workmanship, CONTRACTOR’s supervision, operating
characteristics, or otherwise, CONTRACTOR shall at its own cost make good
any such defect or deficiency, indemnify COMPANY against the effects of any
such defects or deficiencies, and promptly make such alterations, repairs or
replacements, including packing, transportation, installation, supervision and
re-testing, wheresoever located, as may be necessary in order to conform with
the provisions of this CONTRACT, and shall reimburse COMPANY for any direct
costs incurred as a result of any such defect or deficiency, provided, however,
that CONTRACTOR shall not be responsible for direct costs resulting from the
mis-operation or mishandling of the GOODS by COMPANY or third parties
outside CONTRACTOR’s actual or constructive control.
ii) If the defect or deficiency cannot be corrected or is not promptly corrected in
accordance with Article 10.5 (a) and (b), any defective WORK shall be rectified
by or at the expense of CONTRACTOR and CONTRACTOR shall, without cost to
COMPANY, promptly furnish and install any necessary replacement GOODS
that completely conform to the provisions and intent of this CONTRACT.

iii) If the defective WORK is not rectified by CONTRACTOR within such reasonable
time as COMPANY shall specify, COMPANY shall have the right at its sole option
to: (i) terminate the CONTRACT pursuant to Article 16.1 (b) (iv); and/or (ii) carry
out any necessary remedial work, including replacement; or (iii) to have others
carry out such work or replacement, and any such work or replacement shall
be at CONTRACTOR’s sole risk and expense.
10.6 Indemnity relating to Contractor’s Subcontractors
(a) CONTRACTOR shall be responsible for enforcing the representations, warranties
and guarantees specified in Article 9.2, from the time such representations,
warranties or guarantees are furnished and for the term of the CONTRACT.
(b) The cost of any necessary equipment, material or labour required to rectify any
defective WORK, including GOODS furnished by subcontractors that are not
recoverable under their representations, warranties or guarantees shall be for the
account of CONTRACTOR.
(c) COMPANY will enforce representations, warranties and guarantees of
CONTRACTOR’s subcontractors for defective WORK identified after the term of
this CONTRACT, but CONTRACTOR shall, at no cost to COMPANY, assist COMPANY
in enforcing such representations, warranties and guarantees when requested by
COMPANY.
10.7 Indemnity for Pollution
CONTRACTOR shall be liable for, and shall defend, indemnify and hold COMPANY harmless
against and from, any and all claims resulting from pollution, or the removal of wreckage,
that may arise out of any failure by CONTRACTOR to comply with its obligations under
Article 8.6.
10.8 Indemnity relating to Wells
Notwithstanding the provisions of Article 10.3, COMPANY shall be liable for, and shall
defend, indemnify and hold CONTRACTOR harmless against and from, any and all claims
that arise out of or in any way relate both to performance of the WORK and also to
damage to or loss of the property of or death of or personal injury to COMPANY,
COMPANY personnel, and any third party resulting from one or more of the following:
(a) reservoir seepage or pollution originating underground or
(b) fire or explosion originating from any well, or blow out of any well, or
(c) underground damage, damage to productive formations or loss of production, or
(d) damage to or loss of hole or casing therein
whether or not resulting from or contributed to by the negligence of CONTRACTOR.
However, if such damage or loss is due to the WILFUL MISCONDUCT or GROSS

NEGLIGENCE of CONTRACTOR, CONTRACTOR shall be liable for its GROSS NEGLIGENCE or
WILFUL MISCONDUCT.

10.9 Indemnity relating to Lost Downhole Equipment or Damage beyond Repair and Fishing
Operations
(a) Notwithstanding Article 10.3, if any CONTRACTOR EQUIPMENT or its
subcontractors equipment is lost downhole then COMPANY shall conduct the
necessary fishing operations until the earlier of: (i) the equipment has been
recovered and CONTRACTOR has resumed the performance of the WORK; or (ii)
COMPANY has determined that such equipment is not recoverable within a
reasonable period of time at which point the provisions of Article 10.9 (b) below
shall apply. Except as provided in Article 10.9. (c) below, COMPANY shall pay
CONTRACTOR during all fishing operations the rental rate of the CONTRACTOR
EQUIPMENT used for fishing operations only.
(b) If the equipment is declared lost by COMPANY under Article 10.9 (a) (ii) above or
damaged beyond repair, COMPANY shall reimburse CONTRACTOR the lesser of:
i) the actual cost of repair including reasonable, agreed transportation,
import/export charges, taxes and like charges; or
ii) the original cost of the equipment depreciated at the rate of twenty per
cent (20%) per year using the straight line method calculated from the date
of first use of such equipment, whether under this CONTRACT or anywhere
else before or from the date that the equipment was rebuilt to an as-new
condition, as documented in the CONTRACTOR’s maintenance records
(whichever is later); provided that, for the avoidance of doubt, no
depreciation shall be computed on the CONTRACTOR consumables and
explosives and provided further, that the resulting depreciation shall not
exceed a maximum of sixty per cent (60%) of the original cost of the
equipment;
Any associated rental charges shall terminate when the equipment is no
longer able to perform its required function.
(c) If the aforementioned fishing operations or loss of equipment are caused by or
attributable to the negligence, GROSS NEGLIGENCE or WILFUL MISCONDUCT of
CONTRACTOR, then CONTRACTOR shall not be entitled to any payment under this
Article 10.9 and CONTRACTOR shall reimburse COMPANY for all costs and
expenses incurred by the COMPANY in connection with the fishing operations
conducted pursuant to this Article 10.9.
10.10 Indemnity relating to Taxes and Customs Duties
CONTRACTOR shall indemnify and hold COMPANY harmless against and from any and all:
(a) liabilities, claims, fines, penalties and other charges in respect of any of the items
referred to in Article 18.1 (d) (i), and
(b) assessments or other forms of levy by any government or other authority against
CONTRACTOR in respect of any profit, corporate income, dividend, salary, benefit
or personal income or that may otherwise be charged in respect of CONTRACTOR’s
performance of the WORK.

10.11 Indemnification in respect of Patent and other Rights

(a) CONTRACTOR shall indemnify, defend and hold harmless COMPANY against all
losses, damages and expenses arising from any claim or legal action for
unauthorised disclosure or use of any trade secrets or of patent, copyright or
trademark infringement arising from CONTRACTOR’s performance under this
CONTRACT or asserted against COMPANY relating to either the GOODS or the
WORK. If a claim or legal action for such infringement is asserted against
COMPANY, COMPANY shall promptly notify CONTRACTOR in writing of such claim
or legal action and shall not settle such claim or legal action without first having
obtained CONTRACTOR’s consent in writing, which consent shall not be
unreasonably withheld or delayed.
(b) In the event such claim or legal action for such infringement results in a lawsuit
against COMPANY, CONTRACTOR shall, at its election and in the absence of a
waiver of this indemnity by COMPANY, have sole charge and direction thereof in
COMPANY’s behalf so long as CONTRACTOR diligently prosecutes the lawsuit.
(c) In the event CONTRACTOR has charge of a lawsuit brought against COMPANY by a
third party, COMPANY shall render such assistance as CONTRACTOR may
reasonably require in the defence of such lawsuit, except that COMPANY shall
have the right to be represented therein by counsel of its own choice and at its
own expense.
(d) In the event COMPANY is enjoined from completing the WORK or any part thereof
or from the use, operation or enjoyment of the GOODS or any part thereof as a
result of such claim or legal action or any litigation based thereon, CONTRACTOR
shall promptly arrange to have such injunction removed.
(e) COMPANY’s acceptance of CONTRACTOR’s engineering designs or proposed or
supplied materials and equipment hereunder shall not be construed to relieve
CONTRACTOR of any obligations under this CONTRACT.
10.12 Notification and Settlement of Claims
COMPANY and CONTRACTOR shall be entitled to settle claims in respect of which
COMPANY or CONTRACTOR (as the case may be) reasonably believes it is liable and to
which indemnities in this CONTRACT relate, without prejudice to the force and effect of
such indemnities, provided the settling PARTY shall have given to the other PARTY prior
written notice of the proposed settlement and such other PARTY shall not, within twenty
one (21) days of such notice, have made reasonable objection to the proposed settlement.
10.13 COMPANY’s rights under this CONTRACT, including the right to require CONTRACTOR to
re-perform all necessary onshore and offshore services, including engineering,
procurement and provision of all materials, labour and supervision to the extent
necessary to correct any breach as set forth in this Article 10, shall be in addition to, and
not a waiver, reduction or restriction of, COMPANY’s other rights and remedies at law.
Nothing contained in this Article 10 shall reduce or limit any otherwise applicable statute
of limitations in respect of any action based upon CONTRACTOR’s breach of any
representation, warranty or guarantee.

ARTICLE 11 - INSURANCE
11.1 The CONTRACTOR shall, prior to commencing the WORK, take out and effect the
insurances as mentioned in clauses herein at its own expense and cost and shall maintain
them in full force and effect during the entire duration of the CONTRACT. The insurances
shall be effected, as far as possible without duplicating pre-existing policies.
The list of acceptable insurance providers approved by COMPANY are available on the
COMPANY website link as below;
http://www.qatargas.com/english/suppliers/acceptable-insurance-providers
Pre-existing insurances effected other than with the above companies, including self-
insurance or self-insured retentions, shall be subject to COMPANY APPROVAL, which will
not be unreasonably withheld. It is however confirmed that the statutory insurances
identified in Articles 11.10 (a) and (b) below shall be procured from one of the above
Qatari National Insurance Companies.
11.2 The CONTRACTOR shall ensure that its respective insurers waive all rights of subrogation
against COMPANY, its AFFILIATES, shareholders and employees with respect to any claim
or action under this CONTRACT. The CONTRACTOR shall also cause COMPANY and all
other indemnitees of COMPANY to be included as additional insureds and covered by the
insurance policies identified in Articles 11.10 (c), (f) and (g), with respect to any claim or
action related to this CONTRACT. In each case mentioned above CONTRACTOR’s
obligations apply only with respect to and to the extent of the liabilities assumed by
CONTRACTOR under this CONTRACT.
11.3 The CONTRACTOR shall ensure that to the extent of indemnities given by the
CONTRACTOR hereunder, the CONTRACTOR’s insurance shall be primary, receiving no
contribution from any other insurance arranged by or on behalf of, or available to,
COMPANY. To give effect to the provisions of this CONTRACT, the CONTRACTOR shall also
cause to be waived any clause in the insurance policies that reduces coverage to the
extent of coverage by other insurances, if any.
11.4 The insurance policies mentioned herein, wherever offering coverage to more than one
insured party, shall always include a ‘cross liability’ or ‘severability of interests’ clause
concerning all insured parties such that the insurance coverage shall apply to each insured
party as separate insured, with respect to any claim or action related to this CONTRACT.
However, this shall not act to increase underwriter’s liability to an amount greater than if
there has been only one insured. To the extent of the indemnities given by the
CONTRACTOR hereunder, the insurance policies shall also include clauses that ensure that
COMPANY and its shareholders, their AFFILIATES and their respective employees and
CONTRACTOR’s employees shall have rights under the policies mentioned herein, should
they be drawn into any claims and costs for which COMPANY or CONTRACTOR
respectively would have been entitled to an indemnity.
11.5 All deductibles (including those APPROVED by COMPANY under Article 11.1) within
and/or liabilities in excess of the indemnities provided and/or any policy exclu sions
under the insurances to be arranged by CONTRACTOR shall be for the account of and
paid by CONTRACTOR, as applicable. The insurance limits mentioned herein are
minimum requirements and not limits of CONTRACTOR’s liability and they are not to
be construed as COMPANY’s consent to limiting the CONTRACTOR’s financial liability.
APPROVAL by COMPANY of any insurer or terms of insurance proposed by CONTRACTOR

shall not relieve the CONTRACTOR from any of his obligations or liabilities under or arising
from this CONTRACT or generally at law.
11.6 All insurance policies required to be maintained by the CONTRACTOR hereunder shall be
endorsed to provide COMPANY at least thirty (30) calendar days' prior notice of
cancellation.
11.7 The CONTRACTOR shall, prior to commencement of the CONTRACT, or within such time
as COMPANY may allow, furnish to COMPANY certificates of all insurance policies
mentioned herein obtained from the respective insurers or insurance brokers attesting
that appropriate insurance policies have been effected. The COMPANY’s failure to object
to the absence of, or improper completion of, any certificate shall not constitute a waiver
of any rights of COMPANY.
If COMPANY is unable to obtain from the certificates provided by CONTRACTOR the
required assurances of the extent of cover provided and any waiver required, COMPANY
may require the CONTRACTOR to furnish copies of the relevant insurance policies within
thirty (30) days or such other time as COMPANY may allow. Renewal certificates shall also
be obtained by CONTRACTOR as and when necessary and copies thereof shall be
forwarded to COMPANY on receipt.
11.8 The CONTRACTOR shall:
(a) notify the insurers of changes in the nature, extent or program for the execution
of the CONTRACT and ensure the adequacy of the insurances at all times in
accordance with the terms of the CONTRACT;
(b) make no material alterations to the terms of any insurance without COMPANY
APPROVAL. If an insurer makes any material alteration to the terms the
CONTRACTOR shall forthwith notify COMPANY; and
(c) in all respects comply with any conditions stipulated in the insurance policies
that he is required to place under the CONTRACT.
11.9 CONTRACTOR shall notify insurers and COMPANY of any occurrence likely to give rise to
a claim under CONTRACTOR’s insurances effected as per within-mentioned provisions, as
soon as practicable after such occurrence. CONTRACTOR shall also submit all the claim
documents to the insurers directly as soon as possible and in any event within such time
as the policy conditions stipulate and shall handle all claim negotiations directly with the
insurers for settlement of the claim in co-ordination with COMPANY.
11.10 The CONTRACTOR shall be fully responsible for ensuring the following insurances have
been arranged to cover for the WORK performed by both CONTRACTOR and any of its
subcontractors:
(a) Workmen’s Compensation and Employer’s Liability Insurance: covering the
agents, servants and employees of CONTRACTOR and its subcontractors, if any,
engaged for the execution and performance of this CONTRACT against all
compensation and other benefits required of CONTRACTOR and subcontractors
by the Workmen’s Compensation or similar statutory and/or insurance laws of
any nation or political subdivision thereof to which CONTRACTOR and
subcontractors operations under this CONTRACT are subject. The Employers’
Liability Section shall specifically include cover against the legal liability of the
CONTRACTOR and subcontractors at Common Law and/or at Shariah law. Such

insurance shall also cover legal defence costs incurred by any or all of the insured
parties.
The limit of liability under the Workmen’s Compensation Section shall be
statutory and under the Employers Liability Section shall not be less than
US$1,000,000 (One Million U.S. Dollars) per occurrence.
(b) Motor Vehicle Third Party and Passenger Liability Insurance (if and where
applicable): in respect of all owned, non-owned, or hired motor vehicles or in
respect of motor vehicles or automotive equipment used by the CONTRACTOR
and/or subcontractors, if any, in connection with the execution of the WORK
under this CONTRACT complying fully with the statutory or legal requirements
of any nation or political subdivision thereof where such vehicles and/or
equipment operate.
(c) General Third Party Liability Insurance: covering legal liability including
contractual liability for loss of or damage to any property or injury to any person
(other than any person in the employment of the CONTRACTOR or any of its
subcontractors) or for loss or damage to any property which may arise out of or
in any way connected with the execution of or performance of WORK or services
under this CONTRACT. Such insurance shall include cover against legal defence
costs and shall have a limit of liability of not less than US$10,000,000 (Ten Million
U.S. Dollars) in respect of one occurrence or event or accident or a series of
occurrences or accidents arising out of one event and unlimited in any one
period of insurance. This insurance shall be invoked to the benefit of COMPANY
up to the above limit.
(d) Land, Sea or Air Transit Insurance (if and where applicable): covering all marine
shipments, air freight movements and land transportation of materials, if any,
for incorporation in the WORK or necessary for the execution of the CONTRACT
within and between the location where loaded on conveyance or vessel to the
WORK SITE shall be insured against “All Risks” including War & Strikes risks as
per the relevant Institute Cargo clauses.
(e) Insurance of Plant, Equipment and Materials: The CONTRACTOR shall insure the
CONTRACTOR’s and/or subcontractors’ plant, equipment and materials brought
on to the WORK SITE against all insurable physical loss or damage from whatever
cause for the full replacement value from commencement of the WORK under
this CONTRACT until completion thereof and also during the Maintenance Period
if any.
(f) Aviation Hull Insurance -Not applicable
(g) Marine Hull Insurance - Not applicable
ARTICLE 12 - PERFORMANCE BANK GUARANTEE

12.1. CONTRACTOR shall provide an irrevocable bank guarantee, for 10% of the estimated
annual CONTRACT PRICE payable on first demand of COMPANY, guaranteeing the
performance by CONTRACTOR of its obligations under this CONTRACT (“Performance
Bank Guarantee”). Unless otherwise specifically APPROVED by COMPANY, the
Performance Bank Guarantee shall be provided by:

(a) a Qatari bank; or

(b) a first class international bank operating in the State of Qatar; or
(c) a first class international bank with a back-to-back guarantee from a Qatari bank.
The Performance Bank Guarantee shall be in the form set forth in Attachment G. The
Performance Bank Guarantee shall remain valid and enforceable until the date of issuance
of the SERVICE ACCEPTANCE CERTIFICATE and shall lapse on such date. Notwithstanding
anything to the contrary contained herein, COMPANY shall have no obligation to make
any payment to CONTRACTOR until COMPANY has received a Performance Bank
Guarantee that meets all the requirements of this Article 12.
Should CONTRACTOR fail to provide such a Performance Bank Guarantee within fifteen
(15) days from the EFFECTIVE DATE, COMPANY shall have the right at any time, without
prior notification and without any liability whatsoever, to suspend or terminate this
CONTRACT. Should such Performance Bank Guarantee prove not to be enforceable at any
time and for any reason, COMPANY shall be entitled to suspend any and all payments to
CONTRACTOR until CONTRACTOR has furnished to COMPANY a new and satisfactory
Performance Bank Guarantee.
12.2. COMPANY shall be entitled to demand payment under the Performance Bank Guarantee
at any time CONTRACTOR fails to perform its obligations under this CONTRACT. As soon
as practicable following any such demand, COMPANY shall notify CONTRACTOR of the
obligation or obligations under this CONTRACT that CONTRACTOR has failed to perform
and which formed the basis for such demand. A demand under the Performance Bank
Guarantee shall be made in the form set forth in Attachment H.
12.3. The Tender Bond provided by the CONTRACTOR and related to his tender for the WORK
shall only be discharged when the Performance Bank Guarantee has been duly entered
into and executed and must remain valid until such Performance Bank Guarantee is
APPROVED by COMPANY.
12.4. The Performance Bank Guarantee shall be established in Qatari Riyals in the amount
shown in Attachment G.
12.5. Further, if during the course of CONTRACT execution, the CONTRACT PRICE is increased /
decreased by more than 10% due to a CHANGE ORDER or a series of CHANGE ORDERS,
then CONTRACTOR shall accordingly amend the Performance Bank Guarantee to cover for
the new amount. Such revision of the Performance Bank Guarantee shall be applicable for
all subsequent changes throughout the duration of the CONTRACT.
In the event CONTRACT completion date is revised, the validity of the Performance Bank
Guarantee shall also be adjusted accordingly.
ARTICLE 13 - LIQUIDATED DAMAGES

13.1 Without prejudice to any other provisions of this CONTRACT, including COMPANY’s right
to terminate this CONTRACT for cause under Article 16.1, should CONTRACTOR’s failure
to commence, perform or conclude the WORK, by the times required by the CONTRACT,
any INSTRUCTION TO PROCEED or any mobilisation faxes, cause any delay, including
delays:
(a) in supply of GOODS, equipment, materials or services; or

(b) due to lack of availability or functionality of CONTRACTOR’s GOODS, CONTRACTOR

EQUIPMENT, CONTRACTOR PERSONNEL, materials or services;
and on receipt of a notice that COMPANY has sustained additional costs as a result of such
delay, CONTRACTOR shall, without COMPANY being required to further substantiate the
extent of the losses involved, pay, to COMPANY, as liquidated damages and not as a
penalty, the amount or amounts identified in Article 13.2 below.
13.2 The amount payable, as liquidated damages, for delays identified in Article 13.1 shall be:
(a) QAR 40,000 (Qatari Riyals Forty Thousand only) per day of delay, prorated on a
twenty four (24) hour/day basis.
(b) limited to a cumulative amount of 10% of the CONTRACT PRICE.
13.3 Any liquidated damages incurred under Article 13.1 shall become due and payable within
ten (10) days from the date the delay commenced. COMPANY, at its sole option, shall
either invoice CONTRACTOR for liquidated damages as they accrue or offset accrued
liquidated damages against amounts then owing by COMPANY to CONTRACTOR.
13.4 Subject to COMPANY’s right to terminate this CONTRACT, liability for and payment of any
such liquidated damages shall not relieve CONTRACTOR from the obligation to complete
the WORK diligently or any other obligation or liability under this CONTRACT or
APPLICABLE LAWS.
ARTICLE 14 - CONSEQUENTIAL DAMAGES

Neither COMPANY nor CONTRACTOR shall be liable to one another for any indirect or
consequential loss or damage such as loss or anticipated loss of profit or revenue, business
interruption, loss of use of any equipment, loss of any contract or other business opportunity and
any other indirect loss of a similar nature.
ARTICLE 15 - FORCE MAJEURE

15.1 Definition
Force Majeure shall mean an event which is neither foreseeable nor preventable and
which is entirely outside the direct or indirect control or influence of the CONTRACTOR or
COMPANY including any one or more of the following events:
(a) acts of God including without limitation lightening, flood or unusual or extreme
weather;
(b) wars, revolutions, riots, blockades and other unlawful acts against public order;
(c) acts or inactions on the part of any Governmental Authority, whether voluntary or
involuntary;
(d) strikes, lockouts, labour disturbances, except for those involving only or primarily
CONTRACTOR and/or its subcontractors and workforces;
(e) any other event (excluding financial distress), which is neither foreseeable not
preventable by the PARTY claiming Force Majeure.
15.2 Operation
Neither COMPANY nor the CONTRACTOR shall be liable for the performance of its
obligations to the extent such performance is prevented by an event of Force Majeure.

The PARTY claiming an event of Force Majeure shall promptly notify the other PARTY of
such event and any impacted performance under the CONTRACT shall be suspended.
15.3 Effect
As regards any delay or failure to perform as a result of Force Majeure:
(a) the PARTY claiming Force Majeure will take all reasonable steps to bring the
circumstances to a close or to find a solution whereby the CONTRACT may be
diligently performed despite the event of Force Majeure; and
(b) promptly take such other steps, which the other PARTY reasonably requires in
order to reduce the other PARTY’s losses or risk of loss.
15.4 Termination for Force Majeure
If an event of Force Majeure continues for a period of twenty (20) days or more, the PARTY
not claiming Force Majeure shall be entitled to terminate the CONTRACT by giving written
notice ten (10) days before the entering into effect of such termination and the relevant
provisions of Article 16 (Termination) shall apply.
ARTICLE 16 - DEFAULT, TERMINATION AND SUSPENSION
16.1 COMPANY shall have the right of termination without the need for a court decision, at
COMPANY’s election and without prejudice to any other rights, as set forth below:
(a) Immediate termination for cause at any time, upon written notice of termination
from COMPANY to CONTRACTOR, if:
i) CONTRACTOR becomes insolvent;
ii) insolvency, receivership or bankruptcy proceedings are commenced by
or against CONTRACTOR;
iii) CONTRACTOR assigns or transfers this CONTRACT or any right or
interest herein, except as expressly permitted under Article 7;
iv) CONTRACTOR’s interest devolves upon any person otherwise than as
herein permitted;
v) CONTRACTOR or PARTNER, mutually or unilaterally terminate its
technical support relationship.
or
(b) Termination for cause within ten (10) days of COMPANY’s written notice of a
default, if CONTRACTOR fails to cure or, in COMPANY’s considered opinion,
substantially cure any of the following defaults:
i) wrongful failure to make timely payment for labour or materials;
ii) non-compliance with APPLICABLE LAWS or the instructions of COMPANY;
iii) default in performance of a representation, warranty or guarantee or other
material provision of this CONTRACT;
iv) other than in the case of Force Majeure, CONTRACTOR’s failure, neglect,
refusal or inability at any time during the performance of the WORK to
provide material, equipment, services or labour to perform the WORK in a
timely manner;
or
(c) Termination in the event of a Force Majeure condition existing, within twenty
(20) days of the PARTY not claiming Force Majeure written notice of termination
to the other PARTY;
or
(d) Termination on thirty (30) days of COMPANY’s written notice of termination,

without cause at any time after the EFFECTIVE DATE.
None of the above terminations by COMPANY shall represent a breach of this CONTRACT,
nor entitle CONTRACTOR to any damages or claims except as expressly provided in this
Article 16.
16.2 In the event of termination under Article 16.1 (a), (b), or (c), above, COMPANY and
CONTRACTOR shall have the following rights and obligations:
(a) COMPANY’s right to terminate the CONTRACT shall be without prejudice to any of
its other rights or remedies under this CONTRACT or otherwise;
(b) CONTRACTOR shall, if required by COMPANY, withdraw from the WORK SITE and
assign to COMPANY such of CONTRACTOR’s subcontracts and purchase orders as
COMPANY may request and shall remove such materials, equipment, tools and
instruments used by CONTRACTOR in the performance of the WORK as COMPANY
may direct;
(c) COMPANY, without incurring any liability to CONTRACTOR, shall have the right
(either with or without the use of CONTRACTOR’s materials, equipment, tools and
instruments) to finish the WORK itself or with the assistance of third parties.
16.3 In the event of termination under Article 16.1 (a) or (b), above, COMPANY and
CONTRACTOR shall have the following additional rights and obligations:
CONTRACTOR shall be liable for any excess cost of the WORK incurred by COMPANY on
account of any of the circumstances described in Article 16.1 (a) or (b), which shall not
exceed 150% of the value of the same CONTRACTOR’s WORK, if any to the extent
CONTRACTOR has been paid for it, or 50% of this value, if and to the extent CONTRACTOR
has not been paid for it. Upon completion of the WORK by COMPANY or third parties,
COMPANY shall determine the total cost of the WORK that CONTRACTOR shall pay
COMPANY or COMPANY shall pay CONTRACTOR as the case may be, which shall be
deemed to complete all payments under the terms of this CONTRACT.
16.4 In the event of termination under 16.1 (c) above CONTRACTOR shall receive as
compensation that portion of the payment due for the WORK performed and APPROVED
up to the date of termination. In the event of termination under 16.1 (d) above, COMPANY
shall compensate CONTRACTOR for the difference between the CONTRACT PRICE and all
payments done up to the date of termination.
16.5 CONTRACTOR, as a condition precedent to receiving payments under Article 16.4, shall
execute all papers and take all such other steps as may be required to vest all rights,
setoffs, benefits and title to WORK in COMPANY and CONTRACTOR shall render all such
reasonable assistance as may be required by COMPANY to accomplish this.
CONTRACTOR’s reasonable and documented out-of-pocket costs in connection therewith
shall be reimbursable.
16.6 COMPANY may also, at any time, suspend performance of all or any part of the WORK by
giving notice to CONTRACTOR. Such suspension may continue for a period of up to
fourteen (14) days after the effective date of suspension during which period COMPANY,
in writing, may request CONTRACTOR to resume performance of the WORK, and
CONTRACTOR shall promptly do so.

If the period of suspension exceeds fourteen (14) calendar days CONTRACTOR may, unless
the suspension is otherwise provided for in the CONTRACT or continues to be necessary
by reason of some default on the part of the CONTRACTOR, serve a notice on COMPANY
requiring permission within seven (7) calendar days from the receipt of such notice to
proceed with the WORK or that part thereof subject to suspension.
If within the said seven (7) calendar days COMPANY does not grant such permission
CONTRACTOR, by a further notice may elect to treat the suspension as termination of that
part of the CONTRACT that was subject to suspension or the whole of the CONTRACT if
the whole of the CONTRACT was subject to suspension.
Any additional costs incurred by COMPANY as a result of default on the part of
CONTRACTOR shall be recoverable from CONTRACTOR.
COMPANY shall compensate CONTRACTOR for reasonable, documented costs incurred
during the suspension period that are attributable solely to the suspension and:
(a) are for the purpose of safeguarding the WORK and the GOODS in transit or at the
BASE; or
(b) are for personnel, subcontractors or rented equipment which, with prior
APPROVAL, are maintained for the WORK; or
(c) are reasonable and unavoidable costs of CONTRACTOR confirmed by COMPANY in
writing.
ARTICLE 17 - INSPECTION AND TESTING
COMPANY shall have the right at all times to inspect and test the WORK, including the GOODS to
be provided under the CONTRACT. If requested, CONTRACTOR shall arrange for COMPANY to
inspect and test any GOODS, equipment or material at the point of fabrication/assembly, the
WORK SITE or any COMPANY designated facility. COMPANY shall have the right to reject at any
time any portion of the WORK including engineering, GOODS, materials, equipment, installation,
tools or supplies which, in COMPANY’s judgement, is not in compliance with CONTRACTOR’s
representations, warranties or guarantees, does not conform to specifications, or is of improper
or inferior design or workmanship, or is in any way unfit for the intended purpose.
ARTICLE 18 - INVOICES AND TERMS OF PAYMENT
18.1 Contract Price
(a) As full compensation for the WORK, COMPANY shall pay to CONTRACTOR the
CONTRACT PRICE.
(b) The CONTRACT PRICE shall not be subject to escalation or increased as a result
of any increase in CONTRACTOR’s costs unless APPROVED.
(c) The CONTRACT PRICE shall be based on the rates and prices for WORK as per
Attachment C, and any other work that COMPANY may request CONTRACTOR to
provide in a CHANGE ORDER.

(d) The rates and prices included in Attachment C or any APPROVED CHANGE ORDER
shall include for:
i) all costs, taxes (including withholding amounts referred to in Article 18.2
(d), fees, levies, imposts, duties, expenses and charges and the like
(including all direct and indirect expenses to discharge same and any and
all penalties and fines pertaining to any of the above) for all taxes
associated with performing the WORK, with the sole exception stated in
Article 20.1. Notwithstanding the above, the CONTRACT PRICE shall be
exclusive of any VAT. If after the EFFECTIVE DATE of the CONTRACT, the
State of Qatar issues a VAT Law the amount of VAT for which the
CONTRACTOR is liable to collect shall be added to the payment required
to be made by COMPANY following receipt of a valid VAT invoice;
ii) the cost of any materials and products purchased from COMPANY for the
WORK;
iii) all packing, crating material and cases (which become property of
COMPANY on delivery), and charges for the preparation, packing, crating,
and freight;
iv) all costs caused or occasioned by a default or failure of the CONTRACTOR
or any person in privity with CONTRACTOR to perform the WORK in
accordance with the requirements of this CONTRACT; and
v) all costs associated with delivery of the GOODS and any materials
necessary for the performance of services to the BASE.
(e) COMPANY shall pay CONTRACTOR for GOODS and services ordered pursuant to a
CHANGE ORDER at the appropriate rates set forth in Attachment C.
(f) CONTRACTOR shall use and document its best efforts to obtain, and shall credit
for the benefit of COMPANY, all lawful discounts, rebates, credits, allowances
and refunds from subcontractors that are available to COMPANY or
CONTRACTOR.
18.2 Invoice Submission and Payment
(a) CONTRACTOR shall submit its invoices for GOODS and services supplied, no more
frequently than monthly. All invoices shall comply with the requirements set
forth in this Article 18. COMPANY shall pay the amounts from time to time due
in accordance with the provisions of this CONTRACT. No other payment shall be
due to CONTRACTOR except as specifically provided for in this CONTRACT, or as
specifically agreed to in writing by COMPANY.
(b) If COMPANY disputes any invoice, COMPANY shall pay the undisputed amount in
accordance with this Article 18.2, and notify the CONTRACTOR in writing providing
details of the specific items to which COMPANY objects and the reasons for such
objection(s). CONTRACTOR may re-submit the disputed items to COMPANY on
subsequent invoices, having taken COMPANY’s objection(s) into account. If any
subsequent invoice is disputed wholly or in part, the foregoing procedure shall be
repeated until the dispute is resolved.
(c) COMPANY shall pay the undisputed portion of each invoice to such bank account
as CONTRACTOR shall designate on the invoice to COMPANY, subject to
APPLICABLE LAWS. Payment shall be deemed made as of the date of transfer
from COMPANY’s bank.

(d) Within forty five (45) days from the date of receipt by COMPANY’s Accounting
Manager of an invoice submitted in accordance with Article 18.2 (a), COMPANY
shall release to CONTRACTOR all such amounts in respect of such invoice which,
in the opinion of COMPANY, are then owing and due to CONTRACTOR, less:
i) all amounts of credit or refund then owing to COMPANY;
ii) any previous payments on account made to CONTRACTOR;
iii) any amount which COMPANY has notified CONTRACTOR is an amount
in dispute, including any amount of adjustment made pursuant to
Article 18.2 (b);
iv) any withholding amount required to be withheld under this CONTRACT
or by APPLICABLE LAWS. This will include the legally required retention
on invoices for services performed by non-Qatari companies, pending
receipt, from the CONTRACTOR, of a tax clearance certificate issued by
the Qatari tax authorities for the period concerned. COMPANY may
accept a bank guarantee in lieu of such tax deductions;
v) at COMPANY’s option in accordance with the provisions of this
CONTRACT, any amounts in respect of liquidated damages then owing
to COMPANY;
vi) additional costs to COMPANY resulting from CONTRACTOR’s failure to
perform any part of this CONTRACT in accordance with the provisions
of this CONTRACT;
vii) claims of third parties against COMPANY related to CONTRACTOR’s
performance of the CONTRACT and resulting in payment or
commitment to pay by COMPANY (unless CONTRACTOR’s liability has
been expressly waived under this CONTRACT); and
viii) any amounts deemed necessary to indemnify or protect COMPANY
against any lien created in connection with CONTRACTOR’s
performance of this CONTRACT, unless CONTRACTOR immediately
shows appropriate evidence proving that such lien is not valid.
(e) Any wording on CONTRACTOR’s pricebook, pricing schedules, work tickets or
invoices shall be invalid if it:
i) conflicts with any of the provisions of this CONTRACT; or
ii) increases or decreases either PARTY’s liabilities; or
iii) purports to unilaterally decrease the WORK, standard of workmanship
or the care and control required of the CONTRACTOR under this
CONTRACT.
ARTICLE 19 - LIENS AND CLAIMS

19.1 Liens
(a) CONTRACTOR, pursuant to its warranty of good title set forth in Article 6, shall
obtain releases of all liens, claims and encumbrances, in form and substance
acceptable to COMPANY. COMPANY may withhold final payment hereunder
until CONTRACTOR provides such releases to COMPANY.

(b) CONTRACTOR shall be liable for, and shall defend, indemnify and hold
COMPANY, its shareholders and their respective AFFILIATES harmless against
and from, any and all liens, claims or encumbrances filed or asserted by any
person in respect of the GOODS provided in connection with the WORK,
including all expenses and attorneys’ fees incurred in discharging the same.
(c) If CONTRACTOR shall default in discharging any liens, claims or encumbrances
on the GOODS or on the premises upon which they are located arising out of the
performance of the WORK by CONTRACTOR, its subcontractors, COMPANY shall
promptly notify CONTRACTOR in writing and give CONTRACTOR an opportunity
to satisfy or defend any such liens, claims or encumbrances.
(d) If CONTRACTOR either does not promptly satisfy such liens, claims or
encumbrances or cannot give COMPANY satisfactory reasons in writing for not
discharging such liens, claims or encumbrances, COMPANY shall have the right,
at its option, after prior written notification to CONTRACTOR, to settle by
agreement or otherwise provide for the discharge of such liens, claims or
encumbrances and CONTRACTOR shall reimburse COMPANY for all costs
incurred by COMPANY necessary to discharge such liens, claims or
encumbrances, including administrative costs, attorneys’ fees and other
expenses.
19.2 Claims
(a) CONTRACTOR shall give notice to COMPANY of each claim, demand or
proceeding by CONTRACTOR against COMPANY or any of its shareholders or
their respective AFFILIATES arising out of or related to COMPANY’s performance
under this CONTRACT.
(b) Such notice shall be clearly marked with the caption “Notice of Claim” on each
page of the document and shall be sent within fourteen (14) days after
CONTRACTOR has had notice of or should reasonably have been expected to
have had notice of the basis for such claim, demand or proceeding whether or
not the WORK has been completed.
(c) Any statute of limitations notwithstanding, CONTRACTOR expressly agrees that
its right to bring or to assert against COMPANY or its shareholders or their
respective AFFILIATES any such claim, demand or proceeding shall be waived
unless:
i) timely notice, as set forth above is given to COMPANY in accordance with
the provisions of Article 29; and
ii) legal (including arbitration) proceedings, if any, based on such claim or
demand are commenced within 1 year of the date of such notice.

(d) CONTRACTOR shall include a clause similar to Article 19.2 (a) in all of its
subcontracts and purchase orders. Further, in the event that any claim, demand
or proceeding is made or commenced against COMPANY or any of its
shareholders or their respective AFFILIATES by or on behalf of any
CONTRACTOR’s subcontractor arising out of, related to or in any way connected
with the WORK, CONTRACTOR shall defend, indemnify and hold COMPANY, its
shareholders and their respective AFFILIATES harmless to the full extent
provided in the CONTRACT against and from any and all damages or costs
(including administrative costs, attorneys’ fees and other expenses) associated
with or related to such claim, demand or proceeding, and such damages and
costs shall not be reimbursable by COMPANY.
(e) In the event CONTRACTOR litigates any claim or demand and is not awarded the
damages claimed, then CONTRACTOR shall pay COMPANY (or, at COMPANY’s
sole discretion, COMPANY shall deduct appropriate payment from
compensation owed to CONTRACTOR) all costs incurred by COMPANY (including
all in-house or third party costs, legal fees and court costs) relating to the review,
investigation and defence of any such claim or demand.
(f) CONTRACTOR shall make no claim for damages for delay, whether contemplated
or not, in the performance of this CONTRACT occasioned by any act or omission
to act of COMPANY or any of its representatives or any party for whom
COMPANY is legally responsible and CONTRACTOR agrees that any such claim
shall be fully compensated for by an extension of time to complete performance
of the WORK.
ARTICLE 20 - CUSTOMS DUTIES
20.1 Except as otherwise provided in Article 20.2, CONTRACTOR shall have full and sole
responsibility for the payment of all customs duties, and penalties, fines, demurrage
charges, fees and the like imposed on CONTRACTOR or any of its subcontractors or on its
or their employees for failure to pay any customs duties in due time or to comply with
APPLICABLE LAWS or import procedures, including procedures associated with obtaining
any customs duty exemption or temporary waiver or suspension.
20.2 CONTRACTOR shall take such steps as may be required to obtain a temporary waiver or
suspension of customs duties on CONTRACTOR items imported into the State of Qatar.
CONTRACTOR shall ensure that CONTRACTOR items are used exclusively for the
performance of CONTRACTOR’s obligations under this CONTRACT and are re-exported
from the State of Qatar (or otherwise dealt with pursuant to the terms on which any
temporary waiver or suspension of customs duty was granted) promptly upon
completion of such activity.
20.3 If, notwithstanding CONTRACTOR’s compliance with the other provisions of this Article
20, CONTRACTOR items are deemed pursuant to APPLICABLE LAWS to be permanently
imported into the State of Qatar and CONTRACTOR is as a result required to remit
payment of customs duties in the State of Qatar on the same, then, CONTRACTOR shall
notify COMPANY of the particulars and amount thereof before paying or incurring any
obligation to pay such customs duties.

20.4 In the event of a payment under Article 20.3 above, CONTRACTOR shall apply for any
refund of such customs duties for which it is entitled to claim reimbursement from the
relevant authorities. CONTRACTOR shall also apply for all rebates and remissions of
customs duties to which it is (or may become) entitled.
20.5 If the payment of such customs duties on CONTRACTOR items is required, through no fault
of CONTRACTOR or its agents and if CONTRACTOR is unable, after a good faith effort
(including pursuing any appeal that COMPANY may request), to obtain a refund of any
such payments, COMPANY shall reimburse CONTRACTOR for the amount of such
payments. Any such reimbursement request from CONTRACTOR to COMPANY for
permanent duty shall be supported by documentary evidence.
20.6 Nothing in the provisions of this Article 20 shall be interpreted or inferred to permit the
CONTRACTOR to deliver the GOODS otherwise that in strict accordance with the
provisions of Article 2.
20.7 Notwithstanding any provision in this Article 20 to the contrary, CONTRACTOR shall bear
any applicable customs duties at its sole cost, risk and liability, and COMPANY shall not
reimburse, any customs duties relating to the importation and exportation/re-exportation
of:
(a) CONTRACTOR’s EQUIPMENT, including consumables and parts therefor, but excluding
the GOODS and CONTRACTOR items;
(b) any replacement of any CONTRACTOR provided item made as a result of any act,
omission or default of CONTRACTOR or any of its subcontractors or its or their
employees or pursuant to the liability, indemnity or insurance provisions of this
CONTRACT;
(c) material, equipment, consumables, spare parts, and, in general, anything necessary to
effect re-work, repairs or replacements under warranties or guarantees or due to any
negligent act, omission or default of CONTRACTOR or any of its subcontractors or its
or their employees; and
(d) tobacco and personal effects of employees of CONTRACTOR or of any of its
subcontractors.
ARTICLE 21 – COMPLIANCE WITH INCOME TAX
21.1. CONTRACTOR shall at all times comply with taxation statutes, ordinances, laws, executive
regulations and by-laws of the State of Qatar and any other APPLICABLE LAWS governing
performance of any taxable activities in the State of Qatar, and will file and pay all taxes
under any such laws within the prescribed time and otherwise in accordance with the
requirements of the relevant legislation.
21.2 Where CONTRACTOR is a branch in the State of Qatar of a foreign company, registered in
the State of Qatar for a specific contract or project for a period of one year or longer, as
defined in Law No 24 of 2018 and Circular No. 2/2011 dated 12 June 2011 (the “Income
Tax Law”) and is performing business activities that are subject to the Income Tax Law,
COMPANY is hereby authorised to retain the applicable amount(s) set forth in the Income
Tax Law from the invoices payable to the CONTRACTOR hereunder for any business
activities carried out by such CONTRACTOR in the State of Qatar.

The amounts retained on account of income tax shall be released within 14 days after the
CONTRACTOR’s submission to COMPANY of the Tax Clearance Certificate (“TCC”) and/or
any equivalent instruction from the General Tax Authority(the “GTA”) unless COMPANY is
required under the APPLICABLE LAWS to directly pay the amounts retained to GTA or any
other succeeding tax authority or if such amounts are transferred to GTA pursuant to
Article 21.2.1, in which event the CONTRACTOR shall have no recourse against COMPANY.
21.2.1 If the CONTRACTOR fails to submit to COMPANY on or before 30th April of every
year, the Income Tax Declaration Receipt (“TDR”) issued by the GTA or fails to
submit the appropriate TCC on or before the end of the twelfth month following
the concerned taxable year, COMPANY may at its sole discretion, transfer any
amounts retained pursuant to Article 21.2 above, directly to the account of the
GTA at Qatar National Bank, with notification to CONTRACTOR.
21.2.2 Notwithstanding the provisions of Article 21.2 above, COMPANY, upon receipt
of an unconditional and irrevocable bank guarantee (“Guarantee”) for an
amount equivalent to the total amounts retained, may pay CONTRACTOR any
amounts retained on account of income tax, provided that such Guarantee is
issued by a reputable Bank in the State of Qatar and in a form acceptable to
COMPANY. This Guarantee shall be valid for a minimum period of twenty four
(24) months from the date of issuance.
21.2.3 COMPANY shall release the Guarantee to CONTRACTOR immediately upon
receipt of the appropriate TCC issued by the GTA in settlement of
CONTRACTOR’s tax liability under this CONTRACT. If however, the
CONTRACTOR does not provide COMPANY either the TCC or a new Guarantee
two (2) weeks before the date on which the Guarantee expires, COMPANY shall
without prior notice to CONTRACTOR, demand payment of such Guarantee and
transfer its value to the GTA’s account, as set out in Article 21.2.1 above.
21.3 If CONTRACTOR (a) is not resident in the State of Qatar, and/or (b) does not have a
permanent establishment in the State of Qatar and, is performing any business activity
that is subject to the Income Tax Law, COMPANY is hereby authorised to withhold the
applicable amount(s) set forth in the Income Tax Law from invoices payable to
CONTRACTOR and remit such amount(s) to the GTA. Upon written request of
CONTRACTOR, COMPANY shall issue a withholding tax certificate to CONTRACTOR
confirming the amount(s) of withholding made by COMPANY and remitted to the GTA.
21.4 In any event, CONTRACTOR shall indemnify and keep COMPANY fully indemnified and
held harmless against any and all claims, liens, judgements, awards, remedies, demands,
liabilities, costs, losses, expenses or causes of action or proceeding of whatsoever nature
and all fees associated with or arising under or in connection with any failure by the
CONTRACTOR to submit the TDR, pay any tax dues or fully comply with the requirements
of this Article 21, including all interest, fines and penalties assessed thereon.
ARTICLE 22 - ACCOUNTING RECORDS AND AUDIT RIGHTS

22.1 CONTRACTOR and its subcontractors shall keep accurate accounts and time records
showing all costs and charges incurred in accordance with generally accepted accounting
principles and procedures. COMPANY or its authorised representatives or agents shall
have the right to examine, during customary business hours, all books, records, accounts,
correspondence, instructions, specifications, plans, drawings, receipts and memoranda of

CONTRACTOR and its subcontractors insofar as they are pertinent to such costs.
CONTRACTOR shall be responsible for ensuring that all of CONTRACTOR’s and its
subcontractors’ documentation for costs is preserved and made available at any time for
audit, without any additional compensation therefor, for four (4) years from the date of
the SERVICE ACCEPTANCE CERTIFICATE or from the date of termination of this CONTRACT,
whichever occurs first.
22.2 COMPANY shall have the right to audit all documentation related to WORK performed by
CONTRACTOR or its subcontractors. COMPANY shall also have a right of audit in the event
of early termination of this CONTRACT or of any substantial portion of the WORK or if
CONTRACTOR submits a claim or demand or institutes proceedings against COMPANY, its
shareholders or their respective AFFILIATES arising out of or related to COMPANY’s
performance of its obligations under this CONTRACT.
22.3 If an audit confirms errors in CONTRACTOR’s invoices, CONTRACTOR shall make
appropriate invoice adjustments or promptly refund overpayments.
ARTICLE 23 - PERMITS AND LICENSES

CONTRACTOR shall obtain and pay for all necessary permits and licenses and comply with all
APPLICABLE LAWS in qualifying for and performing the WORK, as well as in its employment
practices.
ARTICLE 24 - POLICY ON ETHICS

24.1 CONTRACTOR agrees to perform the WORK and to conduct its affairs in respect of this
CONTRACT in accordance with the following COMPANY policy:
“Wherever located, CONTRACTOR is expected to conduct its operations in a lawful
manner and in a manner that is consistent with the highest ethical standards prevailing in
the business communities in which it operates. Books and records shall be kept in a
complete and accurate manner. The maintenance of the highest reputation for integrity
is essential and is not under any circumstances to be sacrificed for the sake of results.”
24.2 CONTRACTOR agrees to cause all of its subcontractors to adopt and enforce the foregoing
policy. In this context, neither CONTRACTOR nor any of its subcontractors performing the
WORK or other services under this CONTRACT shall pay any commissions or fees or grant
any rebates or other remuneration or gratuity to any employee, director, agent or
representative of COMPANY or its AFFILIATES. Nor shall CONTRACTOR or any of its
subcontractors grant any secret rebates, one to the other, nor pay any commissions or
fees to the employee or officers of the other.
ARTICLE 25 - PUBLIC RELATIONS

CONTRACTOR shall neither use nor consent to the use of COMPANY’s name, logo or trade mark
in connection with the CONTRACT in any advertising, marketing or other promotional material or
publicity releases or for any similar purpose without the prior written consent of COMPANY.

ARTICLE 26 - PREFERRED SUPPLIERS

26.1 Company
Any materials and/or products required by CONTRACTOR or any subcontractor in the
performance of the WORK, which are of a type supplied by COMPANY, its shareholders or
their respective AFFILIATES, shall be purchased from COMPANY, its shareholders or their
respective AFFILIATES, provided the prices therefor are no higher than those of other
suppliers for comparable materials and/or products.
26.2 Preference for Local Goods and Suppliers
For all WORK performed by the CONTRACTOR in the State of Qatar, the CONTRACTOR
shall:
(a) in selecting personnel/subcontractors (including those relating to transportation
and/or shipping), select individuals who are national of the State of Qatar or
Companies that are controlled by individuals who are nationals of the State of
Qatar, provided that:
i) the CONTRACTOR is reasonably satisfied (on the basis of demonstrated
ability, quality, timely performance, workmanship or other relevant
criteria) with the ability of such person to perform the relevant work;
ii) the cost does not exceed one hundred ten percent (110%) of the cost of
equivalent or similar services offered by, or otherwise available from, non-
Qatari nationals or companies that are controlled by non-Qatari nationals;
and
iii) the other terms and conditions applicable are otherwise competitive with
those available from non-Qatari nationals or companies that are
controlled by non-Qatari nationals;
(b) in purchasing goods give preference to goods that are manufactured in the
State of Qatar or that are offered by individuals who are nationals of the State
of Qatar or by companies that are controlled by individuals who are nationals
of the State of Qatar, provided that:
i) the CONTRACTOR is reasonably satisfied (on the basis of demonstrated
quality, workmanship, availability in the quantity and at the times when
needed and other relevant criteria) with the fitness of the goods;
ii) their price does not exceed one hundred five percent (105%) of the price
offered or otherwise available for equivalent or similar goods not
manufactured in the State of Qatar or supplied by non-Qatari nationals;
and
iii) the other terms and conditions on which such goods are offered or
otherwise available are competitive with those available for goods not
manufactured in the State of Qatar or available from non-Qatari nationals
or companies that are controlled by non-Qatari nationals;
(c) cause any subcontractors to comply with the provisions of sub-clauses (a) and (b);
(d) provide, if requested by COMPANY, evidence satisfactory to COMPANY as to
the compliance by CONTRACTOR and any subcontractors with the
requirements set out in sub-clauses (a) and (b).

26.3 Non-Compliance
CONTRACTOR acknowledges that any non-compliance with Article 26.2 shall be regarded
as a material breach of this CONTRACT.
26.4 Use of Qatar Airways
For transportation of CONTRACTOR’s staff and logistics for any services performed by
CONTRACTOR or his subcontractors in the State of Qatar under this CONTRACT,
CONTRACTOR shall use Qatar Airways.
ARTICLE 27 - ALCOHOL, DRUGS AND DANGEROUS SUBSTANCES
The CONTRACTOR, its subcontractors, agents, employees and servants shall be bound by the
COMPANY’s alcohol and drug policy including, but not limited to, the following excerpt:
The use, possession, distribution or sale of illegal drugs, alcohol or controlled substances and the
paraphernalia associated with such on COMPANY’s premises including working areas is absolutely
prohibited. If a visitor [including CONTRACTOR] is in violation of this policy he will be immediately
escorted off the premises and reported to the local law enforcement authorities, if appropriate.
Entry onto the COMPANY’s property is deemed consent to an inspection of person, vehicle and
personal effects at any time while on COMPANY’s premises. Inspections will be conducted at the
discretion of the COMPANY. CONTRACTOR’s personnel shall not be under the influence of illegal
drugs, alcohol or controlled substances on COMPANY premises.
ARTICLE 28 - INVENTIONS AND LICENCES
For the purposes of this CONTRACT, “New Intellectual Property” means any invention, idea, or
discovery that may be protected by patent or copyright or maintained as a trade secret and which
is made or conceived or first reduced to practice in the course of performance of the CONTRACT
by COMPANY or CONTRACTOR or jointly. CONTRACTOR shall disclose promptly to COMPANY each
and every New Intellectual Property, which it or its employees, agents or subcontractors may
conceive, make, or first reduce to practice in the course of performance of the CONTRACT. Right,
title and interest in and to any and all New Intellectual Property shall be allocated as set forth
below:
28.1 COMPANY shall own all New Intellectual Property conceived, made, or first reduced to
practice solely by any COMPANY employee(s). COMPANY agrees to grant the
CONTRACTOR a non-exclusive, royalty free, irrevocable, non-sublicensable, non-
transferable, worldwide license under any New Intellectual Property vesting in COMPANY
under this Article 28.1.
28.2 CONTRACTOR shall own all New Intellectual Property conceived, made, or first reduced
to practice solely by any CONTRACTOR employee(s) without benefit of PROPRIETARY
INFORMATION. CONTRACTOR agrees to grant the COMPANY a non-exclusive, royalty
free, irrevocable, non-sublicensable, non-transferable, worldwide license under any New
Intellectual Property vesting in CONTRACTOR under this Article 28.2.

28.3 COMPANY and CONTRACTOR shall each have an equal, undivided interest in the right, title
and interest in and to any New Intellectual Property that is jointly conceived, made, or
first reduced to practice during the term of the CONTRACT by any COMPANY employee(s)
together with any CONTRACTOR employee(s). In the event that either COMPANY or
CONTRACTOR believes that a patent application should be filed on such a joint invention,
they shall then attempt in good faith to agree upon filing a patent application covering
the New Intellectual Property. In the event that either COMPANY or CONTRACTOR elects
not to participate in a joint application, the PARTY declining participation in a joint
application shall assign its rights in that specific New Intellectual Property (such election
not being a waiver of its rights as to other New Intellectual Property) to the other PARTY,
while retaining an irrevocable, royalty-free license, to practice but not to sell or lease or
share the subject New Intellectual Property to or with third parties.
28.4 For purposes of this Article 28 of this CONTRACT, any right, title and interest in New
Intellectual Property granted one PARTY to another or shared jointly between them shall,
at the discretion of the PARTY holding or sharing such right, title, and interest, extend to
its AFFILIATES, its shareholders and their AFFILIATES, and its project lenders, to any or all
of whom CONTRACTOR and/or COMPANY as applicable may each respectively assign,
sublicense, lease, share or otherwise convey all or part of its respective right, title and
interest in any New Intellectual Property.
ARTICLE 29 - NOTICES AND COMMUNICATIONS
29.1 All notices and notifications given by one PARTY to the other under this CONTRACT shall
be in writing and delivered personally or by verified fax to the addresses given below:
CONTRACTOR: Stark Trading and Machinery WLL
Attention of: Aneesh George
Email: aneesh@starkqatar.com
Tel: +974 44023068, Mobile: +974 31006039
COMPANY: QATARGAS OPERATING COMPANY LIMITED

P. O. Box 22666
Doha, State of Qatar
Commercial Related Communication:

Attention of: Koshy K Sam - Head of Contracts-Major Projects &
Subsurface
Fax No.: +974-4485 7439
Email: KSAM@qatargas.com.qa
Technical Related Communication:

Attention of: Ernest Raphael Perez IV- Drilling & Completions
Manager
Email: cperez@qatargas.com.qa
29.2 All technical or other communications pertaining to the WORK shall be between the
COMPANY REPRESENTATIVE and the CONTRACTOR REPRESENTATIVE.
29.3 CONTRACTOR shall communicate directly and exclusively with COMPANY, in accordance
with Articles 29.1 and 29.2, above, on all matters related to this CONTRACT.

ARTICLE 30 - TRAINING OF NATIONALS
At COMPANY’s request, CONTRACTOR shall commit to providing job training to some of

COMPANY'S designated personnel, on a secondment basis, for periods of up to twelve (12)
months within one or more of CONTRACTOR’s office locations. The specific Terms and Conditions
of such training shall be agreed at the time of COMPANY’s written request, however
CONTRACTOR and COMPANY agree in principle that the training will be undertaken on a cost
recovery and non-profit making basis.
ARTICLE 31 - MODIFICATIONS
31.1 COMPANY shall have the right, at any time, to make any change in the WORK such as
additions, deletions, substitutions or other alterations or revisions, and to direct
CONTRACTOR, through a CHANGE ORDER issued to CONTRACTOR, to perform such
change.
31.2 Each change in the WORK that would require a change to the pricing, delivery or other
requirements of the CONTRACT, shall be effected as follows:
(a) COMPANY shall advise CONTRACTOR and CONTRACTOR shall promptly prepare
and provide to COMPANY a detailed cost estimate for the contemplated change,
including the effect such change may have on the delivery schedule and
CONTRACTOR’s ability to meet all of its representations, guarantees and
warranties.
(b) COMPANY shall review this estimate with CONTRACTOR with the intention of
arriving at a mutually acceptable addition or reduction to the CONTRACT PRICE.
(c) If COMPANY wishes to make the change, COMPANY will prepare a CHANGE
ORDER and notify CONTRACTOR.
31.3 The following does not constitute a change to the WORK and shall not affect the
CONTRACT PRICE:
(a) alterations or additions required for the operability or safety of the WORK or of
CONTRACTOR’s EQUIPMENT or materials;
(b) corrections made necessary due to CONTRACTOR’s non-compliance with
APPLICABLE LAWS existing on or before the EFFECTIVE DATE, or with written
instructions or specifications issued by COMPANY to CONTRACTOR on or before
the EFFECTIVE DATE;
(c) rectification work, curing, repairs and any like action taken to satisfy this
CONTRACT and specifically including such activities and services undertaken
pursuant to CONTRACTOR’s warranty.
31.4 COMPANY may notify CONTRACTOR in writing to suspend work on that portion of the
WORK affected by the contemplated change pending its decision on such change. Any
such suspension shall be subject to the provisions of Article 16.6.
31.5 No change in the WORK shall be undertaken by CONTRACTOR until it has received a
CHANGE ORDER, which shall identify any modification of CONTRACTOR’s representations,
guarantees and warranties, or of the delivery schedule, to which COMPANY agrees. In the
event COMPANY and CONTRACTOR are unable to agree on the cost of the change,
COMPANY may nevertheless direct CONTRACTOR in writing to proceed, and
CONTRACTOR shall proceed with the change in the WORK. COMPANY and CONTRACTOR
shall thereafter endeavour to resolve the issue by negotiation.

31.6 Changes in the WORK embodied in a CHANGE ORDER shall be deemed to take into account
the full and final effects of the change upon any and all aspects of this CONTRACT and to
compensate CONTRACTOR fully therefor. CONTRACTOR hereby agrees to make no
further claim for any other consequence directly or indirectly resulting from such change
unless as described as per the terms of this CONTRACT.
31.7 No CHANGE ORDERS shall be effective until APPROVED by COMPANY.
31.8 Changes in the WORK shall be paid for in accordance with Article 18.1.
ARTICLE 32 - SEVERABILITY
The invalidity or unenforceability of any portion or provision of this CONTRACT shall not affect
the validity or enforceability of any other portion or provision hereof. Any invalid or
unenforceable portion or provision shall be severed from this CONTRACT, and the balance of this
CONTRACT shall be construed and enforced as if this CONTRACT did not contain the invalid or
unenforceable portion or provision.
ARTICLE 33 - GOVERNING LAW AND SETTLEMENT OF DISPUTES

The laws of the State of Qatar shall apply to this CONTRACT and to the rights and obligations of
the PARTIES.
The PARTIES shall endeavour by consultation and negotiation amicably to resolve in good faith
any dispute arising out of or in connection with the validity, performance, interpretation or
termination of this CONTRACT, any and all consequences thereof. Each such dispute shall be duly
notified by the claiming PARTY to the other PARTY.
Lacking amicable resolution, the PARTIES shall submit to final and binding arbitration before three
arbitrators pursuant to the rules of the International Chamber of Commerce. The seat of
arbitration shall be in Doha, State of Qatar and the language of arbitration shall be English. .
ARTICLE 34 - SURVIVAL OF PROVISIONS
In order that the PARTIES may fully exercise their rights and perform their obligations hereunder
arising from the performance of the WORK, such provisions of this CONTRACT as are necessary
in order to ensure such exercise or performance shall survive the termination of this CONTRACT
for any cause whatsoever.
ARTICLE 35 – ENTIRETY OF AGREEMENT, WAIVERS AND STRICT PERFORMANCE

35.1 This CONTRACT, as executed by authorised representatives of COMPANY and
CONTRACTOR, constitutes the entire agreement between the PARTIES with respect to the
matters dealt with herein, and there are no oral or written understandings,
representations or commitments of any kind, express or implied, that are not expressly
set forth herein.
35.2 No oral or written modification of this CONTRACT by any officer, agent or employee of
CONTRACTOR or COMPANY, either before or after execution of this CONTRACT, shall be
of any force or effect unless such modification is in writing, is expressly stated to be a
modification of this CONTRACT and is signed by duly authorised representatives of both
PARTIES.
35.3 No waiver of any provision of this CONTRACT shall be of any force or effect unless such
waiver is in writing, is expressly stated to be a waiver of a specified provision of this
CONTRACT and is signed by the PARTY to be bound thereby.
35.4 Either PARTY’s waiver of any breach or failure to enforce any of the terms, covenants,
conditions or other provisions of this CONTRACT, at any time, either in whole or in part,
shall not in any way affect, limit, modify or waive that PARTY’s right thereafter to enforce
or compel strict compliance with every term, covenant, condition or other provision
hereof, any course of dealing or custom of the trade notwithstanding.
ARTICLE 36 – DIGITAL SIGNATURES
The PARTIES shall be entitled to execute this CONTRACT using DocuSign Cloud digital
signature. Such digital signature shall be binding and have the same legal force and effects
as a handwritten signature. A digitally signed copy of this CONTRACT transmitted by
facsimile, email or other means of electronic transmission shall be deemed to have the
same legal effects as the delivery of an original executed copy of this CONTRACT.

IN WITNESS WHEREOF, the PARTIES have caused this CONTRACT to be executed by their duly
authorised representatives as of the EFFECTIVE DATE.
QATARGAS OPERATING COMPANY LIMITED
Signature :
Name : Ebrahim Ali M A Al-Malik
Position : Supply Manager

27-Feb-2022
Date :
STARK TRADING AND MACHINERY WLL
Signature :
Name : Aneesh George
Position : Commercial Director
Date :


Classification: Confidential

Uploaded by

Document Information

Original Title

Copyright

Available Formats

Share this document

Share or Embed Document

Sharing Options

Did you find this document useful?

Is this content inappropriate?

Copyright:

Available Formats

Classification: Confidential

Uploaded by

Copyright:

Available Formats

DocuSign Envelope ID: 0EEE348F-2B43-438A-804F-69A0F25A2C19

CONTRACT NO. LTC/C/SDC/4920/20

QATARGAS OPERATING COMPANY LIMITED

STARK TRADING AND MACHINERY WLL

Contract # LTC/C/SDC/4920/20 Page i of iv

ARTICLE 1 - INTERPRETATION ....................................................................................................... 1

ARTICLE 2 – WORK AND TERM ...................................................................................................... 5

ARTICLE 3 - TIME OF THE ESSENCE ................................................................................................ 9

ARTICLE 4 - PROPRIETARY INFORMATION ..................................................................................... 9

ARTICLE 5 - INDEPENDENT CONTRACTOR .................................................................................... 11

ARTICLE 6 – TITLE AND RISK ........................................................................................................ 11

ARTICLE 7 – ASSIGNMENTS AND SUBCONTRACTS ....................................................................... 12

ARTICLE 8 – CONTRACTOR’S REPRESENTATIONS AND RESPONSIBILITIES...................................... 13

ARTICLE 9 - WARRANTIES AND GUARANTEES .............................................................................. 15

ARTICLE 10 - INDEMNITIES ......................................................................................................... 16

ARTICLE 11 - INSURANCE ............................................................................................................ 22

ARTICLE 12 - PERFORMANCE BANK GUARANTEE ......................................................................... 24

ARTICLE 13 - LIQUIDATED DAMAGES .......................................................................................... 25

ARTICLE 14 - CONSEQUENTIAL DAMAGES ................................................................................... 26

ARTICLE 15 - FORCE MAJEURE .................................................................................................... 26

ARTICLE 16 - DEFAULT, TERMINATION AND SUSPENSION ............................................................ 27

ARTICLE 17 - INSPECTION AND TESTING ...................................................................................... 29

ARTICLE 18 - INVOICES AND TERMS OF PAYMENT ....................................................................... 29

ARTICLE 19 - LIENS AND CLAIMS ................................................................................................. 31

ARTICLE 20 - CUSTOMS DUTIES ................................................................................................... 33

ARTICLE 21 – COMPLIANCE WITH INCOME TAX ........................................................................... 34

ARTICLE 22 - ACCOUNTING RECORDS AND AUDIT RIGHTS ........................................................... 35

ARTICLE 23 - PERMITS AND LICENSES .......................................................................................... 36

ARTICLE 24 - POLICY ON ETHICS .................................................................................................. 36

ARTICLE 25 - PUBLIC RELATIONS ................................................................................................. 36

Contract # LTC/C/SDC/4920/20 Page i of iv

ARTICLE 26 - PREFERRED SUPPLIERS ........................................................................................... 37

ARTICLE 27 - ALCOHOL, DRUGS AND DANGEROUS SUBSTANCES .................................................. 38

ARTICLE 28 - INVENTIONS AND LICENCES .................................................................................... 38

ARTICLE 29 - NOTICES AND COMMUNICATIONS .......................................................................... 39

ARTICLE 30 - TRAINING OF NATIONALS ....................................................................................... 40

ARTICLE 32 - SEVERABILITY ......................................................................................................... 41

ARTICLE 33 - GOVERNING LAW AND SETTLEMENT OF DISPUTES .................................................. 41

ARTICLE 34 - SURVIVAL OF PROVISIONS ...................................................................................... 41

ARTICLE 35 – ENTIRETY OF AGREEMENT, WAIVERS AND STRICT PERFORMANCE .......................... 41

ARTICLE 36 – DIGITAL SIGNATURES ............................................................................................. 42

Contract # LTC/C/SDC/4920/20 Page i of iv

ATTACHMENT A SPECIAL TERMS AND INSTRUCTIONS

INVESTMENT LETTER OF UNDERTAKING

ATTACHMENT B SCOPE OF WORK

ATTACHMENT D INVOICE REQUIREMENTS FOR GOODS/SERVICES CONTRACTS

ATTACHMENT E FORM OF MUTUAL INDEMNITY AND WAIVER OF RECOURSE

ATTACHMENT F FORM OF MUTUAL INDEMNITY AND WAIVER OF RECOURSE

ATTACHMENT G PERFORMANCE BANK GUARANTEE

ATTACHMENT H FORM OF DEMAND OF PERFORMANCE BANK GUARANTEE

ATTACHMENT I LIABILITY AND INSURANCE AGREEMENT FORM

ATTACHMENT J FORM OF INSTRUCTION TO PROCEED

ATTACHMENT K FORM OF SERVICE ACCEPTANCE CERTIFICATE

Contract # LTC/C/SDC/4920/20 Page i of iv

NOW THEREFORE, COMPANY and CONTRACTOR hereby agree as follows:

Contract # LTC/C/SDC/4920/20 Page 1 of 43

APPLICABLE LAWS means all laws, rules and regulations, government

Contract # LTC/C/SDC/4920/20 Page 2 of 43

CONTRACTOR EQUIPMENT means all plant, equipment, materials and supplies

INSTRUCTION TO PROCEED means a request for the performance of WORK

PARTY means either COMPANY or CONTRACTOR and PARTIES

Contract # LTC/C/SDC/4920/20 Page 3 of 43

WARRANTY PERIOD means the period during which CONTRACTOR