[Construction Work] Section II.

Subcontract Agreement
[R Project] Page: 1 of 13

SUBCONTRACT AGREEMENT

FOR

Electrical& Instrument WORK

OF

R PROJECT

BY AND BETWEEN

GS ENGINEERING & CONSTRUCTION CORP.

AND

(FULL CORPORATE NAME OF SUBCONTRACTOR)

(SUBCONTRACT No. : To Be Later)

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TABLE OF CONTENTS

1. DEFINITION................................................................................................................................ 3

2. SUMMARY OF PROJECT........................................................................................................... 3

3. SCOPE OF WORKS.................................................................................................................... 4

4. SUBCONTRACT PRICE.............................................................................................................. 4

5. PAYMENT OF SUBCONTRACT PRICE......................................................................................5

6. BANK GUARANTEES................................................................................................................. 6

7. COMMENCEMENT DATE OF SUBCONTRACT WORKS...........................................................7

8. TIME FOR COMPLETION........................................................................................................... 7

9. WARRANTY PERIOD.................................................................................................................. 7

10. LIQUIDATED DAMAGES............................................................................................................. 7

11. INSURANCE................................................................................................................................ 7

12. CHANGE IN WORKS.................................................................................................................. 8

13. FINAL ACCOUNT........................................................................................................................ 9

14. GOVERNING LAW AND LANGUAGE.......................................................................................10

15. DISPUTE SETTLEMENT........................................................................................................... 10

16. ADDRESS.................................................................................................................................. 11

17. CONTRACTUAL DOCUMENTS................................................................................................11

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SUBCONTRACT AGREEMENT
This Subcontract Agreement for (XXXX) Work (the “Agreement”) made and entered into as
of (Month Date, Year), (the “Effective Date”) by and between:

(a) GS Engineering & Construction Corp., a corporation organized and existing under
the laws of the Republic of Korea, having its principal office at 33 Jong-Ro, Jongno-
Gu, Seoul, 03159, Korea (the “Contractor”); and

(b) (Full Corporate Name of Subcontractor), a corporation organized and existing under
the laws of (Name of Subcontractor’s Country), having its principal office at (Address
of Subcontractor’s Country) (the “Subcontractor”)

(The Contractor and the Subcontractor shall be referred to as, separately, the “Party” and,
collectively, the “Parties”.)
WITNESSETH:

WHEREAS, the Contractor has made and entered into the Prime Contract with the Company
with respect to the Project (as mentioned in Article 2 hereof); and

WHEREAS, the Subcontractor has submitted, and the Contractor has accepted, the Bid to
perform and maintain the Subcontract Works forming part of the Project, upon the terms and
subject to the conditions mentioned below.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and
agreements of the parties herein expressed, the parties hereto agree as follows:

1. DEFINITION
In this Agreement, except where the context otherwise requires, any words and
expressions shall have the same meanings as are respectively assigned to them in the
General Terms and Conditions.

2. SUMMARY OF PROJECT
2.1 The Project
(a) Name: TBA (Job No. TBA).
(b) Location: Yanbu in KSA.
2.2 The Company
(a) Name: TBA.
(b) Address: TBA.
2.3 The Prime Contract
(a) Effective Date: (TBA).
(b) Parties: Company and Contractor
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3. SCOPE OF WORKS
3.1 The Scope of Works shall be the works and services to be provided by the
Subcontractor as set forth in Appendix A (Scope of Work).
3.2 The Subcontractor acknowledges, agrees and confirms that the Subcontractor shall
carry out all works and services listed or stipulated in Appendix A (Scope of Work)
including those which can be reasonably referred to or inferred from such Scope of
Works as being necessary for the completion of the Subcontract Works, even if the
same are not listed or quantified in Appendix C (Schedule of Quantities and Prices),
without any claim for or entitlement to additional costs, expenses and charges and/or
extension of time, as if those were originally included in other items of the Bill of
Quantities.

4. SUBCONTRACT PRICE
4.1 In consideration of the Subcontract Works performed or to be performed by the
Subcontractor under the Subcontract, the Contractor shall pay the Subcontract Price to
the Subcontractor based on the work volume carried out and achieved by the
Subcontractor.
The Subcontract Price estimated as of the Effective Date amounts to
________________________,
The breakdown of which is as follows:
(a) Net Amount: ______________.
(b) VAT Amount: ______________.
(c) Gross Amount (a+b): ______________.
4.2 The Subcontract Price specified in Sub-Article 4.1 hereof shall be a preliminary price
calculated based on the estimated quantities of the Subcontract Works to be done in
conjunction with the Unit Prices and Rates and shall be subject to adjustments in
accordance with Sub-Article 5.5 hereof.
4.3 The Subcontract Price shall be deemed to include and cover all taxes, duties, charges,
costs, expenses and liabilities of every description and the risks of all possibilities of
delay and interference which may occur in connection with the performance of the
Subcontract Works by the Subcontractor and any other costs of works as may be
judged reasonable and deemed necessary by the Contractor to complete the
Subcontract Works to the satisfaction of the Contractor although the same may not be
shown in or described specifically in the Subcontract.
4.4 The Unit Prices and Rates shall be fixed and not be subject to any escalation or
increase as a result of any change in the quantity or Subcontractor's actual costs and
expenses unless otherwise agreed. Further, no increase, decrease or variation of any
such Unit Prices and Rates or of the Subcontract Price shall be made in respect of any
fluctuations in the volume of the works to be performed, any variations in currency
exchange rates nor any rise or fall in the cost or market price of labor, materials,
utilities, Equipment, Construction Plant or any other associated costs including, but not
limited to, accommodations, transport, fuel and consumables, etc.
4.5 The Unit Prices and Rates shall be inclusive of all compensation for completing the
Subcontract Works and performing all obligations of the Subcontractor under this
Subcontract; any and all costs and expenses for labor, supervision, surveyors,
materials, tools, consumable supplies, equipment, taxes, fees, overhead and profit; and
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all other costs and expenses whether of a like nature or not required to perform the
Subcontract Works.
4.6 Any quantities set out in Appendix C (Schedule of Quantities and Prices) are estimated
quantities and indicative only and are not to be taken as the actual and correct
quantities of the Subcontract Works which the Subcontractor is required to execute.
4.7 For the avoidance of doubt, the sum stated in Sub-Article 4.1 hereof shall not be the
final sum to be paid to the Subcontractor for the execution of the Subcontract Works.
The actual sum to be paid to the Subcontractor shall be, subject to the provisions of
Sub-Article 5.5 hereof.

5. PAYMENT OF SUBCONTRACT PRICE

5.1 Advance Payment
(a) Amount: 10 % of the Subcontract Price.
(b) Deduction Rate for Amortization: 10% of each interim payment until the total
amount of such advance payment is completely recovered by the Contractor.
(c) Payment: Within [45] days of the receipt by the Contractor of (i) the Performance
Bond and (ii) the Advance Payment Bond.
5.2 Interim Payment
(a) Payment Basis: Monthly progress payment basis as per the progress identified in
the following paragraph (b).
(b) The detailed payment schedule of the Subcontract Price shall, if applicable, be
set forth in Appendix D (Measurement of Payment).
5.3 Retention Money
(a) Amount: 5 % of the Subcontract Price.
-. One half of such retention money shall be released within (14) days from the
date of the Completion Certificate; and
-. The balance of such retention money shall be released within (30) days after
the date on which the Subcontractor submits the tax clearance certificate
which has been issued by the relevant tax authority.
(b) Retention Rate: 5 % of each interim payment to the Subcontractor.
5.4 Method of Payment
The Contractor shall pay the Subcontractor the Subcontract Price by means of
telegraphic transfer to the bank account designated and owned by the Subcontractor.
5.5 Measurement and Evaluation
(a) Measurement shall be made of the net actual quantity of each item of the
Permanent Works; and the method of measurement shall be in accordance with
Appendix E (Definition and Measurement for Work) or any other applicable
measurement system.
(b) In case there is any amount which the Contractor has, from time to time and for
whatever reasons, paid to the Subcontractor but which is exceeding the progress
of works actually carried out by the Subcontractor, such amount shall be treated
as on account payment to the Subcontractor for its convenience and shall be
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considered, recalculated and settled during the final account under Article 13
hereof.
(c) For the purpose of final accounting under Article 13 hereof, the actual and correct
as-built quantities shall be agreed after the issue of the Completion Certificate in
respect of the whole of the Subcontract Works. The Subcontractor shall produce,
sign and submit for approval by the Contractor two sets of Drawings to “as-built”
status (the “As-built Drawings”). Subject to the concurrence of the Contractor or
the Company, as the case may be, and to all the terms of the Subcontract, the
As-built Drawings so approved shall form the basis for the final measurement.

6. BANK GUARANTEES
All Bank Guarantees to be provided by the Subcontractor in accordance with the
relevant provisions of the Subcontract shall be as follows:

6.1 Advance Payment Bond

(a) Guaranteed Amount: 10 % of the Subcontract Price.
(b) Due Date for Submission: Within (14) days from the Effective Date.
(c) Expiry Date: Until full repayment of such advance payment.
6.2 Performance Bond
(a) Guaranteed Amount
-. 10% of the Subcontract Price.
-. Upon issuance of Completion Certificate by Contractor, the abovementioned
guaranteed amount of the Performance Bond may be reduced by the
Contractor to 50% thereof at the Contractor’s sole discretion.
(b) Due Date for Submission: Within (14) days from the Effective Date.
(c) Expiry Date: (30) days after the date of the Final Certificate.
6.3 Retention Bond
The retention money set forth in the above Sub-Article 5.3 may be replaced by this
Retention Bond at the Contractor’s sole discretion.
(a) Guaranteed Amount: Same to maximum of retention money.
(b) Due Date for Submission: On or before the date of the first interim payment to the
Subcontractor.
(c) Expiry Date: (30) days after the date on which the Subcontractor submits the tax
clearance certificate which has been issued by the relevant tax authority.
6.4 All Bank Guarantee to be provided by the Subcontractor in accordance with the
relevant provisions of the Subcontract shall be issued by first class international banks
approved by the Contractor as set forth in Appendix C (2 Acceptable bank list for Bank
Guarantees) in the forms set forth in Appendix I (Miscellaneous Forms) or accepted by
the Contractor.
6.5 If at any time during the execution of the Subcontract Works, the Subcontract Price is
increased or decreased by any amount or in aggregate, by amounts in excess of five
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percent (5%) of the initial Subcontract Price due to the issue of a field change order,
the Subcontractor shall within fourteen (14) days of the date such amendment to the
Subcontract Price is made, increase or decrease (as relevant) the value of the
Performance Bond and/or the Retention Bond, if any, by procuring a duly executed new
Performance Bond and/or Retention Bond, if any, or by securing an amendment to the
existing Performance Bond and/or Retention Bond, if any, so that the revised value of
each Bond will be in accordance with the adjusted Subcontract Price.

7. COMMENCEMENT DATE OF SUBCONTRACT WORKS

The Commencement Date of the Subcontract Works shall be (Actual month, date &
year 명기 요망). The Contractor may adjust such Commencement Date by issuing a
written instruction to the Subcontractor.
8. TIME FOR COMPLETION
The Subcontractor shall complete the Subcontract Works within (__) months from the
Commencement Date of the Subcontract Works.

9. WARRANTY PERIOD
9.1 The Warranty Period for the entire Subcontract Works shall expire on the same date as
the warranty period of the Prime Contract expires. Therefore, the preliminary expiry
date of the Warranty period under the Subcontract shall be (dd.mm.yyyy).
9.2 In case there are any works re-performed, rectified or replaced due to the reason not
attributable to the Contractor, the Warranty Period for such re-performed, rectified or
replaced works shall be extended for the period same to the original Warranty Period
from the completion of such re-performance, rectification or replacement.

10. LIQUIDATED DAMAGES

10.1 Liquidated damages for delay: 0.1% of the Subcontract Price per day of delay.
10.2 Maximum limitation of such liquidated damages for delay: 10% of the Subcontract
Price.

11. INSURANCE
Following insurances shall be taken out and maintained by the Subcontractor:
11.1 Worker’s Compensation and Employer's Liability Insurance for all employees and
labors hired by the Subcontractor
a. Limit of Liability: U$(______) per occurrence
11.2 Insurance for Construction Plant brought by the Subcontractor
a. Total Insured Sum: not less than U$(______)
b. Deductible: U$(______)
11.3 Insurance for all Motor Vehicle of the Subcontractor
a. Total Insured Sum: not less than U$(______)
b. Limit of Liability: U$(______) per occurrence
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c. Deductible: U$(______)
a. Other insurance(s) required due to the requirements of the Prime (_________)
(a) Total Insured Sum: U$(______)
(b) Deductible: U$(______)

12. CHANGE IN WORKS

12.1 Change In Works may at any time be initiated by the Contractor’s instruction and the
Subcontractor shall diligently and without delay carry out Contractor’s instruction for
Change In Works.
12.2 Change In Works include:
(a) changes to the characteristics or quality of any item of work;
(b) changes to the levels, positions and/or dimensions of any party of the
Subcontract Works;
(c) reworks due to the change instruction after construction of any part of the
Subcontract Works;
(d) additional works which are totally outside of works as set forth in the Appendices
including Appendix A (Scope of Work), Appendix C (Schedule of Quantities and
Prices) or Appendix F (Specification & Drawings); or
(e) omission of any part of the Subcontract Works.
12.3 In case there is any rework attributable to the Contractor, the Subcontractor shall be
liable for timely performance of the rework required to achieve the purpose of the
Subcontract. The rework in the Subcontract means the activity by the Subcontractor in
the field or fabrication shop which removes the work previously installed as part of the
Permanent Works and reinstalls the work in accordance with the Contractor’s
instruction or in the form of a field instruction but does not include any rework due to
the Subcontractor’s error, fault or defect.
12.4 No such Change In Works shall in any way invalidate the Subcontract, but the value, if
any, of all such Changes In Works shall be taken into account in ascertaining the
amount of the Subcontract Price. The form of the Change Order for any Change In
Works shall be set forth in Appendix I (Miscellaneous Forms).
12.5 Notwithstanding anything to the contrary in the Subcontract, any change or variation
made necessary due to the following shall not be deemed to be a Change In Works
resulting in any increase in the Subcontract Price and/or any adjustment to the Time
Schedule or extension of time:
(a) increase and/or decrease in the quantity of any work;
(b) changes or variations required due directly or indirectly to a Defect;
(c) changes or variations required for safety and/or the satisfactory completion of the
Works in accordance with Industry Standards and good engineering and
construction practice; or
(d) corrections made necessary due to the Subcontractor’s non-compliance with i)
Applicable Laws, written instructions or Specifications issued by the Contractor to
the Subcontractor, or ii) instructions, decisions or acts of the Contractor or the
Company, which the Subcontractor is required to comply with in accordance with
the Subcontract or to correct a Defect.
For the avoidance of the doubt, the increase or decrease in the quantity of any work,
where such increase or decrease is not the result of a Change Order given under this
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Article 12, but is the result of the variation of quantities exceeding or being less than
those stated in the Bill of Quantities due to the changes in drawings or specifications
relating to the Subcontract Works shall be settled in accordance with Article 5 and 13
hereof.
12.6 No such Change In Works shall be made by the Subcontractor without a Change Order
from the Contractor. Provided, however, that the Contractor may direct or instruct the
Subcontractor to proceed with the requested Change In Works and the Subcontractor
shall proceed without delay with such Change In Works, even if the evaluation on such
Change In Works is not finally determined.
12.7 In case a Change In Works is instructed, the Subcontractor shall, within seven (7) days
from the occurrence which gives rise to a claim of such Change In Works by the
Subcontractor, prepare and furnish to the Contractor a written statement setting out full
details of any such Change In Works, the reasons therefore, the works and/or materials
and equipment required or no longer required, and an estimate of the increase or
decrease in the Subcontract Price and any requisite adjustment to Time Schedule or
extension of time. The Contractor shall not be liable for, and the Subcontractor hereby
waives, any claim or potential claim by the Subcontractor which the Subcontractor
knew or should have known but failed to notify in accordance with the provisions
hereof.
12.8 Changes In Works shall be evaluated and determined by the Contractor in accordance
with the Unit Prices and Rates. If the Subcontract does not contain any unit rates or
prices applicable to the extra or additional work, the unit rate or price for such new
items shall be determined in accordance with Article 13.2 hereof. With regard to any
Change In Works, all relevant indirect costs shall be deemed to be included in the
applicable unit rate or price. In the event of disagreement, the Contractor shall
determine such rates or prices as shall, in his opinion, be reasonable and proper.

13. FINAL ACCOUNT

13.1 Not later than ninety (90) days after the issue of the Completion Certificate, the
Subcontractor shall submit to the Contractor a final statement of account with
supporting documents showing in detail the value of the Subcontract Works done in
accordance with the Subcontract together with all further sums which the Subcontractor
considers to be due to him under the Subcontract.
13.2 In case new items which are not listed, or listed but have no defined unit rate in the Bill
of Quantities occur during the performance of Subcontract Works, the unit rate for
these items shall be calculated at i) similar unit rate in the Bill of Quantities, ii) if there is
no similar unit rate to be applicable, then at the reasonable then-current market rate to
be agreed by Contractor and Subcontractor, or iii) in the event of disagreement, at such
rate as the Contractor shall determine as appropriate, in his opinion, and they shall be
used to settle final account hereof. For the avoidance of the doubt, this paragraph shall
be applied to the determination for the new items for Change In Works and/or rework.
13.3 The amount of the direct costs set forth in Appendix C (Schedule of Quantities and
Prices) (the “Direct Cost Portion”) shall be subject to final adjustment based on the
final quantity of the Subcontract Works done as calculated from the As-built Drawings
approved by the Contractor and by applying the same Unit Prices and Rates.
It is emphasized that the Direct Cost Portion element of the Subcontract Price is not the
final sum to be paid to the Subcontractor for the execution of the Subcontract Works.
The actual sum to be paid to the Subcontractor shall be the total amount determined
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based on the fixed Unit Prices and Rates and the actual quantities attained by the
Subcontractor.
13.4 The amount of the indirect costs set forth in Appendix C (Schedule of Quantities and
Prices) (the “Indirect Cost Portion”), which include the Subcontractor’s overhead and
profit (the “O&P Portion”), shall be fixed and shall not be subject to any variation in
currency fluctuation of exchange rates nor to any increase or decrease occurring by
way of escalation, inflation or fall in market prices of materials, utilities and/or labor and
the Subcontractor shall not be entitled to any compensation in addition to the Indirect
Cost Portion, unless as a result of the adjustment in accordance with Sub-Article 13.2
hereof, the amount of the Direct Cost Portion is increased or decreased by more than
ten percent (10%) of the Direct Cost Portion. Any adjustment to the Indirect Cost
Portion as a result of any such increase or decrease of more than ten percent (10%) of
the Direct Cost Portion shall be determined solely by the Contractor. In such event, the
amount of the Indirect Cost Portion shall be adjusted using the following formula:
(a) Adjustment for the Indirect Cost Portion = (x – y) X [(IC-ICT)/((IC-ICT)+DC+OP)]
(b) Adjustment for the O&P Portion = OP X [(x – y)/DC]
x = amount of increase or decrease in DC

y = amount equivalent to 10 % of original DC

DC = original Total Direct Cost Portion

IC = original Total Indirect Cost Portion

ICT = Amount for camp & temporary facilities in original IC

OP =original Total O&P Portion

13.5 Within ninety (90) days after receipt of such final statement and of all information
reasonably required for its verification the Contractor shall issue a certificate stating:
(a) the amount which in his opinion is finally due to the Subcontractor under the
Subcontract; and
(b) the balance, if any, due from the Contractor to the Subcontractor or from the
Subcontractor to the Contractor as the case may be. Such balance shall be paid
to or by the Subcontractor as the case may require within fourteen (14) days of
the issue of such certificate.

14. GOVERNING LAW AND LANGUAGE

14.1 The Subcontract shall in all respects be construed and governed by the laws of the
Republic of Korea.
14.2 The Subcontract and all documents forming the Subcontract shall be made in the
English language. In case there are any documents which shall be made by the
Subcontractor in local language during the performance of the Subcontract Works, an
English translation to the documents made in local language shall be accompanied,
unless otherwise required by the Contractor, and such English translation version shall
prevail over the local language version in case of conflict between the two versions.
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15. DISPUTE SETTLEMENT

15.1 Any dispute raised by the Subcontractor arising out of or in connection with the
Subcontract shall in the first place be referred to and determined by the Contractor who
shall, within twenty-eight (28) days after being requested to do so, give notice of its
decision to the Subcontractor. If the Subcontractor is dissatisfied with such decision,
the Subcontractor may, within twenty-eight (28) days after receiving such decision, give
notice to the Contractor of his intention to refer the decision or dispute to the arbitration.
Such decision of the Contractor shall be final and binding on the parties to this
Subcontract until either party obtains another decision from the arbitration procedure.
Provided, however, the Subcontractor shall not commence the arbitration procedure
until completion of the Subcontract Works.
15.2 All disputes, controversy or difference arising out of, relating to or in connection with
the present Subcontract shall be finally settled by arbitration. Arbitration shall be held in
Seoul, Korea in accordance with the Rules of Arbitration of the International Chamber
of Commerce then in effect by three arbitrators appointed in accordance with the said
Rules. This arbitration procedure shall be conducted in English. Any arbitration award
shall be final and binding upon both parties and shall be enforceable by any court
having jurisdiction over the party or its assets against whom or which the award is
rendered.
15.3 The Subcontractor shall not stop, halt, suspend, or delay the performance of the
Subcontract Works by reason of the reference of any dispute to the dispute settlement
procedure specified in this Article and continue to perform the Subcontract Works in
accordance with the Subcontract.

16. ADDRESS
1) The Contractor: GS Engineering & Construction Corp.
-. Address: 33, Jong-ro, Jongno-gu, Seoul, 03159, Korea
-. Tel No.:
-. E-Mail:
-. Fax No.:
-. Attention:
2) The Subcontractor: (Full Corporate Name of Subcontractor)
-. Address:
-. Tel No.
-. E-Mail:
-. Fax No.:
-. Attention:

17. CONTRACTUAL DOCUMENTS

17.1 The following contractual documents and their annexes, if any, shall constitute the
Subcontract between the Contractor and the Subcontractor:

Section I. Subcontract Agreement (This Agreement)

Section II. General Terms & Conditions
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Section III. Particular Terms & Conditions

Section IV. Appendices
Appendix A. Scope of Work
Appendix B. Construction Schedule
Appendix C. Schedule of Quantities and Prices
Appendix D. Measurement of Payment
Appendix E. Definition and Measurement for Work
Appendix F. Specification & Drawings
Appendix G. QHSE Requirements
Appendix H. Minutes of Meeting
Appendix I. Miscellaneous Forms
Appendix J. Other Requirements and Instructions

17.2 Despite the preceding paragraph hereof, in the event of conflict or inconsistency
between the documents forming the Subcontract, the order of precedence shall be as
follows:
(a) The Subcontract Agreement;
(b) The Particular Terms and Conditions;
(c) The General Terms and Conditions;
(d) The Appendices.

17.3 Except where the context otherwise requires or unless otherwise specified in this
Subcontract, all references in Appendix A (Scope of Work) and Appendix F
(Specification & Drawing) to the "Company" and the "Contractor" are to be read in the
Subcontract as being references to the "Contractor" and the "Subcontractor"
respectively. In case of any ambiguities, errors, discrepancies in relation to
interpretation of such Appendices, the Subcontractor shall promptly request the
Contractor for clarification or instructions in which case the Contractor shall provide its
interpretation or clarification of such ambiguities, errors or discrepancies within a
reasonable time. For the avoidance of doubt, such clarification, instructions or
interpretation shall not be considered as a Change In Works unless otherwise specified
by the Contractor, and any losses or damages incurred due to the Subcontractor’s
failure to request for such instructions, interpretations or clarifications for any
ambiguities, errors, or discrepancies shall be the Subcontractor’s liabilities and
responsibilities.

IN WITNESS WHEREOF, the duly authorized representatives of the parties hereto have
executed this Agreement as of the day and year first written above.
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For and on behalf of the Contractor For and on behalf of the Subcontractor

GS Engineering & Construction Corp. (Full Corporate Name of Subcontractor)

By :________________________ By :________________________
Name : Name :
Title : Title :