TERMS AND CONDITIONS

CONTRACT NO. CO-0056-2022

FOR

PROVISION OF GENERAL CONSTRUCTION SERVICES BETWEEN

TATWEER PETROLEUM – BAHRAIN FIELD DEVELOPMENT COMPANY W.L.L.

AND

TBE
 Table of Contents

PART I INTERPRETATION AND CONSTRUCTION................................................................... 2

1. Contract; Entirety and Amendments .......................................................................................... 2
2. Definitions ................................................................................................................................. 3
3. Interpretation .............................................................................................................................. 7
4. Supremacy ................................................................................................................................. 8
PART II REPRESENTATIONS AND WARRANTIES AND OBLIGATIONS OF THE
CONTRACTOR....................................................................................................................... 8
5. Contract Conditions ................................................................................................................... 8
6. General Representations and Warranties ................................................................................... 8
7. Services/Work ............................................................................................................................ 9
8. Company’s Items ..................................................................................................................... 10
9. Schedule ................................................................................................................................... 10
10. Independent Contractor; Other Contractors ............................................................................. 11
11. Inspection, Instructions, Drawings and Specifications ............................................................ 12
12. Warranty .................................................................................................................................. 13
13. Liquidated Damages ................................................................................................................ 14
14. Bank Guarantee........................................................................................................................ 14
15. Compliance With Laws............................................................................................................ 15
16. Ethics ....................................................................................................................................... 15
17. Quality Assurance and Control ................................................................................................ 17
18. Surveillance and Technology Guidelines ................................................................................ 17
19. Land Access ............................................................................................................................. 17
20. Compensation and Payments ................................................................................................... 17
21. Deductions for Breach of Contract .......................................................................................... 19
22. Royalty-Free Licenses ............................................................................................................. 20
23. Audit ........................................................................................................................................ 20
24. Reporting ................................................................................................................................. 20
25. Indemnity ................................................................................................................................. 21
26. Insurance .................................................................................................................................. 23
PART III TERMINATION AND MISCELLANEOUS MATTERS ............................................. 23
27. Term and Termination ............................................................................................................. 23
28. No Special Damages ................................................................................................................ 25
29. Assignment; Subcontracting .................................................................................................... 25
30. Confidentiality; Publicity ......................................................................................................... 25
31. Governing Law and Dispute Resolution .................................................................................. 26
32. Parties in Interest ..................................................................................................................... 28
33. Taxes ........................................................................................................................................ 28
34. Force Majeure .......................................................................................................................... 29
35. Liens......................................................................................................................................... 29
36. Importation and Exportation .................................................................................................... 29
37. Non-waiver .............................................................................................................................. 29
38. Severability .............................................................................................................................. 30
39. Relationship of the Parties. ...................................................................................................... 30
40. Survival .................................................................................................................................... 30
41. Rights And Remedies .............................................................................................................. 30
42. No Violation ............................................................................................................................ 30
43. Conflict of Interest ................................................................................................................... 31
44. Health, Safety and Environmental Guidelines ......................................................................... 31
45. Joint Preparation ...................................................................................................................... 33
46. Notices ..................................................................................................................................... 33
47. Multiple Counterparts .............................................................................................................. 34
Exhibits

(a) Exhibit A – Scope of Work

 Attachment 1 – Form of Amendment
 Attachment 2 – Company Items
 Attachment 3 – Contractor Items
 Attachment 4 – Contractor Personnel
 Attachment 5 – Records and Reports
 Attachment 6 – Inspection Specifications
 Attachment 7 – Procedure for Post Weld Heat Treatment
 Attachment 8 – Application Procedure of Armor Plate
(b) Exhibit B – Compensation
 Attachment 1 – Schedule of Rates
 Attachment 2 – Milestone Payment Schedule
 Attachment 3 – Milestone Completion Certificates
 Attachment 4 – Final Release
 Attachment 5 – VAT Invoice Template
(c) Exhibit C – General Information
(d) Exhibit D – Insurance
(e) Exhibit E – Minimum Health, Safety and Environmental Guidelines
(f) Exhibit F – Special Terms and Conditions
(g) Exhibit G – Form of Performance Bond
(h) Exhibit H – Form of Order
 Attachment 1 – Pro-Forma Work / Field Instruction
 Attachment 2 – Typical Pro-Forma Cost Time Resource (CTR) Summary Sheet - Reimbursable
 Attachment 3 – Typical Pro-Forma Cost Time Resource (CTR) Breakdown Sheet - Hourly And
Third Party Services
(i) Exhibit I – Code of Business Conduct
(j) Exhibit J – Quality Assurance and Control
(k) Exhibit K – Surveillance and Technology Guidelines
(l) Exhibit L – Contract Close-Out Letter
(m) Exhibit M – Company Directive

CO-0056-2022 Page 2 of 33
THIS PAGE HAS BEEN LEFT INTENTIONALLY BLANK
 GENERAL OILFIELD SERVICES CONTRACT

THIS CONTRACT for the Provision of General Construction Services (“Contract”) is effective as
of TBA (the “Effective Date”), and is entered into by and between:

1. Tatweer Petroleum – Bahrain Field Development Company W.L.L., organized and existing under
the laws of the Kingdom of Bahrain having its registered office at Building 202, Road 53, Block
981, Al Rumamin, Kingdom of Bahrain (the “Company”); and

2. TBE organized and existing under laws of the TBA having its registered office TBA (the
“Contractor”).

Contractor and Company are sometimes hereinafter referred to individually as “Party” or collectively
as “Parties”.

WHEREAS, Company is the operator of the Bahrain Field in the Kingdom of Bahrain (“Host
Country”); and

WHEREAS, Company has need for a contractor to provide General Construction Services for its
oilfield operations in the Kingdom of Bahrain.

WHEREAS, Contractor represents that it has the necessary personnel, expertise and financial
resources, and is willing to perform these services and duties pertaining thereto, as described herein.

NOW, THEREFORE, in consideration of the mutual obligations and benefits set forth in this Contract,
Company and Contractor agree to the following terms and conditions:

PART I INTERPRETATION AND CONSTRUCTION

1. Contract; Entirety and Amendments
1.1 This Contract consists of these terms and conditions and the following Exhibits (including any
attachments referenced therein) that are attached hereto and that are hereby incorporated by this
reference into and made an integral part of this Contract in their entirety:

CO-0056-2022 Page 2 of 33
 (a) Exhibit A – Scope of Work
 Attachment 1 to Exhibit A – Scope of Work General
 Attachment 2 to Exhibit A – Scope of Work Detailed PM
 Attachment 3 to Exhibit A – Scope of Work Detailed Spare Parts
 Attachment 4 to Exhibit A – Scope of Work Detail Break Down, Rental
 Attachment 5 to Exhibit A – Contractor Personnel
 Attachment 6 to Exhibit A – Contractor Items
 Attachment 7 to Exhibit A – Company Items
 Attachment 8 to Exhibit A – Records and Reports
(b) Exhibit B – Compensation
 Attachment 1 to Exhibit B – VAT Invoice Template
(c) Exhibit C – General Information
(d) Exhibit D – Insurance
(e) Exhibit E – Minimum Health, Safety and Environmental Guidelines
(f) Exhibit F – Special Terms and Conditions
(g) Exhibit G – Form of Performance Bond
(h) Exhibit H – Form of Order
(i) Exhibit I – Code of Business Conduct
(j) Exhibit J – Quality Assurance and Control
(k) Exhibit K – Surveillance and Technology Guidelines
(l) Exhibit L – Contract Close-Out Letter)

(as the foregoing may be amended, supplemented waived and/or modified from time to time
the “Contract”).

1.2 This Contract constitutes the entire agreement between the Parties regarding the subject matter
hereof and supersedes and replaces any prior and contemporaneous communications,
understandings and agreements between Company and Contractor related to such subject
matter, whether written or oral, express or implied, and this Contract cannot be supplemented,
augmented, amended or in any manner changed or altered, except by written instrument signed
by duly authorized representatives of the Parties.
2. Definitions
The capitalized terms used in this Contract shall have the meanings set forth or referred to
below:
2.1 “Affiliate” means with respect to any Person, any other Person that directly or indirectly,
through one or more intermediaries, controls such first Person, is controlled by such first
Person, or is controlled by a Person that directly or indirectly, through one or more
intermediaries, controls such first Person. For the purposes of this definition, "control" means
(i) the power to direct the management or policies of a Person, directly or indirectly, or (ii) the
ownership of 50% or more of the voting shares of a Person, or (iii) the power to appoint 50%
or more of a Person’s board of directors or other management body, in each case whether by
contract, equity ownership or otherwise, and controlled shall be construed accordingly.
2.2 “Amendment” a written amendment to this Contract and in the form as set forth and attached
hereto under Exhibit A (or such other form as prescribed by Company).
2.3 “Applicable Law” means any and all laws, treaties, statutes, ordinances, licenses, permits,
franchises, orders, exemptions, variances, regulations, directives, waivers, authorizations,
certificates, consents, rights, approvals, privileges and applications therefore, decrees, writs,
injunctions, orders, legal notices, codes, judgments, principles of common law or rules
promulgated, issued, enacted or imposed by any country including any judicial or regulatory
interpretations of any of the foregoing.
2.4 “Approve” “Approval” or “Approved” means the prior written approval of Company.

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2.5 “Claims and Losses” means all claims (including claims for indemnification under other
contracts), causes of action (including actions in rem or in personam), disputes, demands,
threats of litigation or arbitration, costs, expenses, damages, injuries, obligations, liabilities,
losses, Liens, encumbrances, judgments, settlements, interests, awards, reasonable attorneys’
fees and costs of litigation or arbitration of every kind and character without limitation, whether
created by law, contract, strict liability, tort, judgment, voluntary settlement or in equity.
2.6 “Code of Business Conduct” means the document set forth in Exhibit I (as updated from time
to time).
2.7 “Company Directive” a direction given by Company to Contractor pursuant to and in
accordance with Article 11.3 and which shall be documented in the form as set forth and
attached hereto under Exhibit A (or such other form as prescribed by Company).
2.8 “Company Group” means Company, its shareholders, Company’s contractors and
subcontractors of any tier (other than Contractor Group), its and their Affiliates, the
Government of the Kingdom of Bahrain and all of its and their respective directors, officers,
employees, personnel, agents and representatives (including the heirs and successors of same).
The term “Company Group” shall be deemed to exclude any Person or entity otherwise a
member of Contractor Group.
2.9 “Company Items” means equipment, facilities, appliances, tools, spare parts, materials,
consumables and supplies that are provided by Company in accordance with this Contract for
the performance of the Services and/or Work, including those set forth in Exhibit A, if any.
2.10 “Company Representative” has the meaning set forth in Article 10.14.
2.11 “Compensation” shall mean individually or collectively, the rates, lump sums, prices, fees,
payments and other compensation set forth in Exhibit B, which shall become payable in
accordance with the terms hereof upon the performance of Services and/or Work.
2.12 “Confidential Information” means all discussions and negotiations in relation to the terms of
this Contract and all Records, data, documents, reports and other information, regardless of
form or medium or whether written or oral, (a) acquired, generated or developed by Contractor
or Contractor Group, (b) received by Contractor or Contractor Group from or on behalf of
Company, or (c) to which Contractor or Contractor Group are given access by or on behalf of
Company, in each case in connection with Contractor’s and Contractor Group’s performance
of the Services and/or Work or otherwise in connection with this Contract. The term
“Confidential Information” shall also be deemed to include all notes, analyses, compilations,
studies, interpretations or other documents, regardless of form or medium, developed by or
received by Contractor Group from or on behalf of Company and to which Contractor Group
is given access, in the course of performance of the Services and/or Work, hereunder that
contain, reflect or are based upon, in whole or in part, on any Confidential Information as well
as any information concerning Company’s operations.
2.13 “Contract Close-Out Letter” means the contract close-out letter in the form as set forth and
attached hereto under Exhibit C (or in such other form as prescribed by Company).
2.14 “Contract Value” means the total value of all Services and/or Work undertaken hereunder and
as determined by Company in its sole and absolute discretion and advised to Contractor.
2.15 “Contractor Group” means Contractor, its shareholders and Affiliates, its and their
subcontractors, and its and their respective directors, officers, employees, personnel, agents and
representatives (including the heirs and successors of same). The term “Contractor Group” shall
be deemed to exclude any Person or entity otherwise a member of Company Group.
2.16 “Contractor Items” shall mean all the equipment, appliances, tools, consumables and supplies
furnished by Contractor or Contractor Group, as the case may be, which are required to perform
the Services and/or Work, including those described in Exhibit A, if any, but excluding, for the
avoidance of doubt, Company Items and items of other contractors of Company.

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2.17 “Contractor Materials” shall mean all the materials which are required to be supplied by
Contractor hereunder in order to complete the Services and/or Work, including those described
in Exhibit A, if any.
2.18 “Contractor Representative” has the meaning set forth in Article 10.14.
2.19 “Contractor Taxes” means any and all Taxes imposed by any Tax Authority (i) on Contractor
in connection with the Services and/or Work performed by Contractor and Contractor Group,
(ii) on any consideration paid by Company to Contractor pursuant to this Contract, (iii) on any
consideration paid by Contractor to any member of Contractor Group in connection with the
Services and/or Work, or (iv) on or related to the existence of this Contract or its filing with
stamp Tax Authorities, or (v) on or for the account of any property or equipment of Contractor
and Contractor Group.
2.1 “Consequential Damages” shall mean:
(a) any consequential or indirect loss under English Law; and
(b) the following losses (whether consequential, direct or indirect to the extent that these
are not included in the above paragraph (a), and whether or not foreseeable at the
Effective Date):
(i) loss or damage arising out of any delay, postponement, interruption or loss of
production, any inability to produce, deliver or process;
(ii) loss or damage incurred or liquidated or pre-estimated damages of any kind
whatsoever borne or payable, under any contract for the sale, exchange,
transportation, processing, storage or other disposal of hydrocarbons;
(iii) losses associated with business interruption including without limitation the cost
of overheads incurred during business interruption, loss of value or decrease in
earnings from any goods or property, loss of reserves; or
(iv) any loss of or anticipated loss of use, profit or revenue, or loss of financial
advantage, bargain, contract, expectation or opportunity (which for the avoidance
of doubt shall not include payments due to Contractor by way of remuneration
under this Contract).
2.20 “Day” or “Days” means calendar days.
2.21 “Defect” means any condition causing the Contractor Items, Contractor Materials, Services
and/or Work or any portion of the Services and/or Work to be Defective.
2.22 “Defective” means a failure to fully meet to the satisfaction of Company any requirements or
standards set forth in this Contract in relation to Contractor Items, Contractor Materials,
Services and/or Work or any portion of the Services and/or Work.
2.23 “Dispute” has the meaning set forth in Article 31.2.
2.24 “Dinars” or “BHD” means the lawful currency of the Kingdom of Bahrain.
2.25 “Dollars” or “$” or “US$” means the currency of the United States of America.
2.26 “Effective Date” has the meaning set forth in the preamble to this Contract.
2.27 “Exhibit” means an exhibit to this Contract.
2.28 “Force Majeure” means: (a) any unforeseen event or circumstance which is beyond the control
of the Party and resulting in or causing the failure of that Party to perform any obligation under
this Contract, which failure could not have been prevented or overcome by the exercise by that
Party of the standard of care of a reasonable and prudent operator; (b) notwithstanding anything
contained in this Article 2.28 (a) (and without prejudice to the generality of that provision), the
following events or circumstances shall not be treated as Force Majeure or as caused by Force
Majeure: (i) weather and any related consequences; (ii) a change in the economic circumstances

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 of the Contractor and/or any member of the Contractor’s Group; and (iii) strike, lockout or
other labor or industrial disturbance undertaken by Contractor Group.
2.29 “Governmental Entity” means any government, including any ministry, department, authority,
agency, office, bureau, legislature, political subdivision or instrumentality thereof, or any court
of competent jurisdiction or other governmental authority.
2.30 “Gross Negligence” means any act or failure to act, which, in addition to constituting
negligence, was in reckless disregard of or wanton indifference to the consequences thereof.
2.31 “Group” means either Company Group or Contractor Group as the context requires.
2.32 “HSE” has the meaning set forth in Article 44.2.
2.33 “HSE Infraction” shall mean an infraction or violation by Contractor Group of any health,
safety or environmental obligation of Contractor arising under this Contract.
2.34 “Indemnification Claim” has the meaning set forth in Article 25.10.
2.35 “Indemnified Party” has the meaning set forth in Article 25.10.
2.36 “Indemnifier” has the meaning set forth in Article 25.10.
2.37 “Lien” means any mortgage, encumbrance, claim, lien, hypothecation, attachment or charge.
2.38 “Minimum HSE Guidelines” mean the HSE guidelines set forth in Exhibit E (as updated from
time to time
2.39 “Minimum QAC Requirements” has the meaning set forth in Article 17.1.
2.40 “Month” means a month according to the Gregorian Calendar.
2.41 “Official” means any (a) officer or employee of, or any other Person acting in an official
capacity for or on behalf of, any Governmental Entity; (b) any political party; (c) any candidate
for political office; (d) or any officer or employee of, or any Person acting in an official capacity
for or on behalf of, any political party or any candidate for political office.
2.42 “Order” means a complete and duly executed call off order in the form as set forth and attached
hereto under Exhibit H (or a purchase, service or work order, letter memorandum, call-off
authorization, work instruction or other similar documentation as normally used by Company,
which shall establish the Services and/or Work and resulting compensation) of which this
Contract shall form a part, including any exhibits, annexes and other attachments thereto, and
all documents, plans, drawings and the like incorporated by reference and any additions,
alterations and modifications to any of them as authorized by Company.
2.43 “Performance Standards” means collectively Applicable Law, the Minimum HSE Guidelines,
the Minimum QAC Requirements, the Surveillance and Technology Guidelines, the Scope of
Services and/or Work and other requirements set forth in this Contract as updated and
communicated by Company to Contractor from time to time.
2.44 “Person” means any individual, firm, corporation, partnership, company, trust, association,
union, joint venture or other legal entity.
2.45 “Policy” or “Policies” shall have the meaning ascribed to it in Article 26.
2.46 “Progress Payment Certificate” means the certificate in the form as set forth and attached hereto
under Exhibit B (or in such other form as prescribed by Company).
2.47 “QAC” means Quality Assurance and Control.
2.48 “QAC Infraction” means an infraction or violation of the Minimum QAC Requirements.
2.49 “Records” has the meaning set forth in Article 23.
2.50 “Related Business” means any business, joint venture, partnership or enterprise with any
Official.

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2.51 “Request” has the meaning set forth in Article 31.2.
2.52 “Rules” has the meaning set forth in Article 31.3.
2.53 “Services” or “Work” means the services and work described in Exhibit A (Scope of
Services/Work) of this Contract, including any attachments specifically mentioned therein.
2.54 “Senior Officer” means a Person who has the ability to direct a company at a senior level
including without limitation a manager, general manager or office of executive.
2.55 “Surveillance and Technology Guidelines” means those guidelines of the same name set forth
in Exhibit K (as updated from time to time).
2.56 “Tax” means all taxes, duties, levies and assessments (including stamp, income, profit, value-
added, turnover, withholding, social security and other employment and payroll-related taxes),
whether personal, corporate or otherwise, including any interest, fines, penalties and other
charges thereon.
2.57 “Tax Authority” means any nation, state, province, locality or other Governmental Entity or
taxing authority.
2.58 “Term” has the meaning set forth in Article 27.1.
2.59 “Third Party” means any Person or entity not a member of Company Group or Contractor
Group.
2.60 “Warranty Period” has the meaning set forth in Article 12.2.
2.61 “Willful Misconduct” means any misconduct which is done intentionally, knowingly, or
purposely and without justifiable excuse.
2.62 “Worksite” means all places where the Services and/or Work are performed under this Contract.

3. Interpretation
In this Contract:
3.1 headings are included for convenience only and shall not affect the interpretation and
construction of this Contract;
3.2 an expression which denotes any gender includes the other genders, a natural person includes
an artificial person and vice versa, and the singular includes the plural and vice versa;
3.3 any reference to any legislation is to such legislation as at the execution date of this Contract as
the same may be amended, modified, consolidated and/or re-enacted from time to time
(including any subordinate legislation for the time being in force made under it);
3.4 a reference to an Article or an Exhibit is to an Article of, or Exhibit to, this Contract;
3.5 a reference to any agreement or document is to that agreement or document (and, where
applicable, any of its provisions) as amended, novated, restated or replaced from time to time;
3.6 a reference to a Party to this Contract or any other document or arrangement includes that
Party’s successors in title and permitted assigns;
3.7 a reference to the words “including”, “include”, “includes”, “in particular” and “other” or any
similar expression shall be construed as illustrative and shall not limit the sense of the words
preceding terms;
3.8 any Approval required of, or selection by, Company under this Contract shall in no way be
construed as diminishing or relieving Contractor of any of its obligations, responsibilities or
liabilities under this Contract or at law or in equity; and

CO-0056-2022 Page 7 of 33
3.9 the Parties agree that the governing language of this Contract shall be English. All meetings,
communications, records, reports, notices and correspondence in connection with this Contract
shall be in the English language.

4. Supremacy
If a conflict, ambiguity or discrepancy arises between any of the provisions of this Contract,
these terms and conditions shall prevail and then the remaining Exhibits hereof. It is
acknowledged, however, that all of the provisions of this Contract are cumulative, and the fact
that one or other provision shall require more work, or set higher standards of performance,
than another provision, shall not be deemed a conflict, it being the intent of the Parties that all
such provisions shall be complied with.

PART II REPRESENTATIONS AND WARRANTIES AND OBLIGATIONS OF THE

CONTRACTOR

5. Contract Conditions
5.1 This Contract sets forth the prices and terms and conditions governing the business and legal
relationship between Company and Contractor, the performance by Contractor of the Services
and/or Work, and shall not be considered as legally requiring Company to acquire the Services
and/or Work specified in the Contract.
5.2 All references to the Contract Value in this Contract are strictly for the Parties’ guidance in
calculating the amount of any Liquidated Damages and/or bank/parent guarantee, pursuant to
Articles 13 (Liquidated Damages) and 14 (Bank Guarantee), respectively. The references to
the Contract Value should not be construed as a minimum or maximum commitment on
Company to acquire any amount of Services and/or Work during the Term of this Contract.
5.3 Subject to the foregoing, Company shall be entitled to request Contractor from time to time on
a call off basis to provide the Services and/or Work. Company shall make such request by the
submission to Contractor of an Order.

6. General Representations and Warranties

6.1 Authorization, Validity and Non-violation. The representations and warranties set out in this
Article 6 are made by Contractor to Company and are deemed to be made and repeated:
(i) on the Effective Date of this Contract; and
(ii) throughout the Term of this Contract.
6.2 Contractor is a company duly organized, validly existing and in good standing under the laws
of the country set out in the preamble to this Contract, and has full corporate power and
authority, directly or indirectly to enter into this Contract and perform the Services and/or Work
hereunder.
6.3 Every authorization, consent, permit and licence necessary in connection with the execution
and delivery of this Contract by Contractor and the performance of its obligations hereunder
have been obtained, other than those which are not required or obtainable at the time of this
representation.
6.4 Non Conflict. The execution, delivery of this Contract by Contractor and the performance of
its obligations hereunder do not and will not violate, conflict with or result in a breach of:
(i) any law or regulation to which it is subject;

CO-0056-2022 Page 8 of 33
 (ii) its memorandum and articles of association or other applicable constitutional documents;
and
(iii) any other agreement, instrument or undertaking binding upon it.
6.5 No proceedings threatened. There is no legal proceeding pending or, to its knowledge,
threatened in writing against Contractor or any of its Affiliates that could adversely affect the
validity of this Contract or the ability of Contractor to perform its obligations hereunder.

7. Services/Work
7.1 Contractor represents and warrants that, prior to entering into this Contract, Contractor has (i)
obtained from Company and other sources, all information and data it deems necessary to make
the decision to enter into this Contract and to perform the Services and/or Work, including all
relevant information and data relating to the planned jurisdictions in which the Services and/or
Work will be performed, and (ii) made its own evaluation of said information and data,
including any Applicable Law, that may apply to Contractor and Contractor’s personnel in
connection with their performance of the Services and/or Work to its satisfaction. Contractor
shall be responsible for continuing this diligence in connection with its performance of the
Services and/or Work under this Contract.
7.2 Contractor shall furnish all labor, equipment and materials, and shall secure all authorizations,
consents, inoculations, visas, licenses and permits, and other work, activities and services as
may be necessary for complete and proper performance of the Services and/or Work, in
accordance with specifications and schedules stipulated in Exhibit A. Contractor shall release,
hold harmless and indemnify Company Group from and against all liability with respect to
Contractor Group's failure to obtain such authorizations, consents, visas, inoculations, permits
and licenses.
7.3 Contractor represents, warrants and covenants that (i) it has the expertise, ability and
qualifications to perform the Services and/or Work, (ii) it will perform the Services and/or Work
with due diligence, devoting its best commercial efforts to the completion thereof and (iii) the
Services and/or Work will be performed in accordance with the highest prevailing professional
standards in the industry and Company’s specifications (iv) all equipment and materials
furnished by Contractor hereunder shall (A) be fit for the purposes and uses specified in this
Contract, and (B) be free from Defects in design, workmanship and materials for a period of
eighteen (18) months following delivery of the last piece of equipment and material to be
supplied hereunder or twelve (12) months following installation and commissioning, whichever
is longer.
7.4 Title to and risk of loss to the equipment and material purchased by Company as part of the
Work, including special order goods in the process of manufacture, shall transfer to Company
upon delivery to Company, but without prejudice to any right of rejection or to damages which
may arise under this Contract or otherwise. Such equipment and materials shall remain at the
risk of Contractor until the property in them has passed to Company. If risk of loss passes to
Company at or prior to shipment, Contractor shall ensure bills of lading are properly completed,
insurance is properly placed, and shipment is made in accordance with all legal requirements
and in the manner and by the route as may be directed by Company and failing such direction,
in the most cost and time effective manner.
7.5 Contractor, at the time of transfer of any equipment and materials sold hereunder to Company,
shall have full right and authority to sell such equipment and materials to Company and they
shall be free and clear of all Liens, claims and encumbrances whatsoever.
7.6 Contractor shall give preference to suitably qualified and experienced national personnel and
contractors as well as to goods and services produced in the Kingdom of Bahrain by Bahraini
Persons provided that such goods and services are: (i) of the same or substantially the same
kind, quality and quantity; (ii) available for purchase and timely delivery in the Kingdom of
Bahrain under the same or substantially the same terms and conditions; and (iii) at a price that

CO-0056-2022 Page 9 of 33
 does not exceed the cost of the foreign goods and services, including customs duties,
transportation and insurance costs, by more than ten percent (10%).
7.7 Contractor shall properly package all material and equipment sold hereunder in order to insure
adequate protection against damage during shipment. Each item and package shall be properly
labeled (in English), and no fee for packaging, packing, crating, freight or their costs will be
paid by Company unless this Contract otherwise specifies.
7.8 Contractor is responsible for supplying to Company and Company's receiving agent "Material
Safety Data Sheets" or other required documents on any materials classified as hazardous by
Applicable Law. Contractor is responsible for complying with all Applicable Law regarding
packaging, marking, and shipment of hazardous materials for delivery to the designated
receiving location and will indemnify and hold Company harmless from and against any
damages or loss which Company may incur due to such failure.

8. Company’s Items
8.1 If so required by Exhibit A or otherwise agreed to by Company in writing, Company shall
furnish or have Contractor furnish Company’s Items at the expense of Company. Company
shall also furnish any miscellaneous machinery, equipment, apparatus, tools, instruments,
materials, consumables, supplies and perform miscellaneous services in connection with the
performance of the Services and/or Work, for which Company may be expressly responsible
hereunder. If Company requests Contractor to furnish any of Company’s Items, Company shall
have the right, in Company’s discretion, to select and Approve supply contractors; provided
however that Company’s selection and Approval shall not in any way diminish Contractor’s
obligations under this Contract or release Contractor from any subsequent liability.
8.2 If so requested by Company, Contractor agrees to furnish and maintain Company’s Items in
good working condition and store and safeguard them in the same manner and with the same
care as it does with Contractor’s items and equipment, including at least as required by this
Contract. Contractor shall exercise the same care with Company’s Items as it does with its
own. Contractor shall visually inspect all Company’s Items before using same and shall notify
Company in writing of any apparent Defects therein.
8.3 All of Company’s Items shall remain the property of Company, except as provided otherwise
in this Article 8.3, and shall be returned to Company if so requested. Any of Company’s Items
that are not returned by Contractor to Company or its designee upon request by Company or
upon the completion and acceptance of the Services and/or Work or termination of this
Contract, as the case may be under a prior mutual agreement of the Parties, shall be credited
against Company’s obligations to Contractor, at cost, if usable and in good condition, otherwise
at net salvage value as mutually agreed by the Parties. Upon Company’s receipt of credit from
Contractor or Contractor’s payment to Company for the aforementioned equipment and
materials, the individual items thereof shall become the property of Contractor.

9. Schedule
9.1 Contractor shall be responsible at all times for scheduling, progress reporting, forecasting and
independently controlling the progress of the Services and/or Work to achieve timely
performance of the Services and/or Work, mobilizing and demobilizing.
9.2 Without limiting the generality of Article 9.1 above, during the performance of the Services
and/or Work, Contractor shall provide Company with a progress update on a weekly basis
incorporating the following:
(a) status of all activities comprising the Services and/or Work;
(b) highlights of critical activities;
(c) possible delays in achieving completion targets;

CO-0056-2022 Page 10 of 33
 (d) corrective measures to be taken to avoid such delays; and
(e) additional work, if any.
9.3 Contractor shall notify Company where Contractor becomes aware of any Defects in the
Services/ and or Work of any Third Party contractor.

10. Independent Contractor; Other Contractors

10.1 Contractor is an independent contractor. Neither Contractor nor any member of Contractor
Group shall be considered an employee, agent, partner or servant of Company. The
performance, operation, management and direction of Contractor Items and Contractor
personnel shall be the sole responsibility and under the sole control, command and direction of
Contractor.
10.2 Any provision in this Contract whereby Company or Company’s representatives would
otherwise have the right to direct Contractor as to the manner of performing the Services and/or
Work shall be interpreted as meaning that Contractor shall follow the wishes of Company in
the results to be achieved and not in the means whereby the Services and/or Work is to be
accomplished.
10.3 Neither Contractor nor any member of Contractor Group shall:
(i) have power or authority to act for, represent or bind Company Group, in any manner
whatsoever, or
(ii) have the authority to engage or hire any Person on behalf of Company Group, except as
otherwise expressly set forth in this Contract, and any Persons whom it may engage or
hire shall be deemed to be solely the employees or contractors of Contractor.
10.4 All contractual obligations incurred by Contractor in connection with this Contract shall be in
the name of Contractor, as principal, and all debts, liabilities and obligations, of any nature
whatsoever, imposed upon or incurred by Contractor in its performance under this Contract
shall be the sole responsibility of Contractor.
10.5 Contractor shall not, and Contractor shall cause any member of Contractor Group and all of its
and their respective spouses, heirs, executors or permitted assigns not to claim or seek to obtain
from Company Group any benefits or sums accorded to Company Group’s employees including
worker's compensation, death or disability insurance, vacation, or sick pay, arising out of
Contractor's performance of the Services and/or Work or the existence and effectuation of this
Contract, whether arising or occurring during or after the Term of this Contract. Contractor, on
its own behalf, and on behalf of all of the Persons described above, hereby waives any such
potential claims and causes of action and agrees to indemnify, defend and save Company Group
harmless from any and all such claims and causes of action.
10.6 Company reserves the right to employ other Persons as contractors for services which are the
same, similar or related to the Services and/or Work, and Contractor shall reasonably coordinate
its Services and/or Work and cooperate with such other contractors when so directed by
Company.
10.7 In the event that Company determines, in its sole discretion, that any personnel or
subcontractors of Contractor who are performing Services and/or Work or other obligations
under this Contract, are disruptive or fail to meet Company’s performance expectations, then,
at the written request of Company, Contractor shall, at its sole cost and expense, immediately
remove such personnel or subcontractors from the performance of the Services and/or Work or
other obligations hereunder and promptly replace such personnel or subcontractors with
Contractor personnel or subcontractors meeting the requirements set forth in this Contract.
10.8 Contractor shall be solely responsible for and shall promptly pay or cause to be paid all wages,
salaries, costs, expenses, benefits, contributions and charges of any nature whatsoever which
accrue to Contractor or Contractor’s personnel arising out of or incidental to this Contract,

CO-0056-2022 Page 11 of 33
 including, without limitation, overtime, vacation, severance, social security, unemployment
contributions, insurance, profit sharing, welfare funds, life pensions and annuities, rest and
holiday pay, as well as compensation due to accidents, sickness, disability and death, of
Contractor’s personnel.
10.9 Any redundancy and/or end-of-service benefits due to Contractor’s personnel following any
reduction of the workload and/or the termination of this Contract at any time, with or without
cause, shall be Contractor’s sole responsibility.
10.10 All costs and expenses arising as a result of or incidental to Contractor’s compliance with this
Article 10, or the default of same, shall be for Contractor's account, and Contractor shall
indemnify, defend and hold Company Group harmless from and against all claims related
thereto.
10.11 Unless otherwise expressly specified by Company, Company shall not be responsible for
providing shelter, food, water, medical attention, transportation, security, power or any other
service or facility whatsoever for Contractor and Contractor Group, all of which shall be for the
account of Contractor.
10.12 Contractor shall use all commercially reasonable efforts to prevent, and mitigate the effects of,
and resolve, any strikes, work stoppages, slowdowns or similar activities of or by, or lockouts
against, Contractor’s personnel that would delay or otherwise impede the progress or quality of
the Services and/or Work.
10.13 Contractor agrees to be fully responsible and liable for the acts, defaults and omissions of any
and all of Contractor’s personnel relating to or arising in connection with this Contract as
though they were the acts, defaults and omissions of Contractor hereunder.
10.14 In providing the Services and/or Work hereunder, Contractor shall: (i) designate such Person
or Persons empowered to act, monitor, supervise, and direct the performance of the Services
and/or Work (“Contractor Representative”), and (ii) report to such Person or Persons as
Company may designate from time to time (“Company Representative”). Company
Representative shall (subject to the provisions of Article 10.15 below) be empowered to
Approve and modify the Services and/or Work and to Approve, monitor and direct Contractor’s
performance hereunder.
10.15 Any modification, variation or change to the Services and/or Work shall require Approval. The
Parties further acknowledge and agree that such Approval shall only be valid upon, and
Contractor shall only proceed with the modification, variation or change for the Services and/or
Work after receipt by Contractor of a duly executed Amendment.

11. Inspection, Instructions, Drawings and Specifications

11.1 Contractor acknowledges that it has examined and fully understands the instructions, Scope of
Services and/or Work, specifications and drawings pertaining to the Services and/or Work.
Contractor shall not change the quality, quantity, nature and specifications of the Services
and/or Work unless Approved by Company Representative.
11.2 At any time, Company may, by written notice, vary the scope, specifications or drawings or
issue additional instructions pertaining to, and direct the omission of, the Services and/or Work,
without invalidating this Contract. If any such change causes an increase or decrease in the
cost of performing the Services and/or Work or the time of performance, then Contractor must
immediately notify Company in writing, and Contractor shall proceed with the Services and/or
Work only after Approval. The Parties further acknowledge and agree that such Approval shall
only be valid upon receipt by Contractor of a duly executed Amendment.
11.3 If the Parties are unable to agree to a variation proposed by Company pursuant to Article 11.2
above, and Company believes it is in the best interests of the Services and/or Work to implement
such variation, Company shall have the right to direct Contractor by written notice to proceed

CO-0056-2022 Page 12 of 33
 with the variation and Contractor shall perform the Services and/or Work, such written notice
a “Company Directive”.
11.4 In the case of any proposed adjustment in the Compensation resulting from a Company
Directive, such adjustment shall require Approval and such Approval shall only be valid upon
receipt by Contractor of a duly executed Amendment.
11.5 If the Parties disagree as to any aspect of the Company Directive and fail to resolve such
disagreement within ten (10) Days of Company issuing such Company Directive then either
Party may initiate the Dispute resolution procedure in accordance with Article 31 (Governing
Law and Dispute Resolution).
11.6 In the case of internal inconsistencies and a conflict between or among any of the instructions,
drawings, Scope of Services and/or Work, specifications and this Contract, Contractor shall
bring such conflict to the attention of Company for resolution before progressing further with
the Services and/or Work.
11.7 All Services and/or Work, equipment and materials provided by Contractor under this Contract
are subject to inspection by Company; provided that (i) any such inspection by Company shall
not constitute acceptance of any Services and/or Work, equipment or materials, and (ii) any
inspection, or failure to inspect, by Company shall in no way relieve Contractor of its
obligations hereunder. Contractor shall afford Company full and free access to Contractor’s
Worksite for purposes of carrying out inspections.
11.8 If Company determines that any Services and/or Work, equipment or materials are Defective
or not strictly in compliance with this Contract, Contractor shall, at Company’s option,
immediately repair or replace such equipment or material; provided that, Company gives
Contractor reasonable notice of the Defect. At Company’s option, Defective parts may be
repaired or replaced by Contractor at Company's facility or wherever the part is located, or may
be returned to Contractor's facility, or to an authorized repair center, at Contractor’s sole
expense. Any failure by Contractor to commence and diligently pursue such corrective action
in a timely fashion shall constitute a material breach of this Contract.

12. Warranty
12.1 Contractor expressly warrants that: (a) all of Services and/or Work performed hereunder is (i)
new, undamaged and free from Defects in title, material and workmanship, (ii) of good quality
and in good operating condition, (iii) performed and otherwise existing in a good and
workmanlike manner in accordance with the prevailing industry standards and strictly in
accordance with the Specifications, and (b) the Services and/or Work are capable of operating
within the design specifications and parameters set forth in the Specifications. If Contractor
specifically designs or manufactures any Services and/or Work for Company, Contractor also
warrants that the Services and/or Work will be fit for the purpose intended.
12.2 If, at any time within twelve (12) Months from completion of the Services and/or Work (as
evidenced by final payment) or eighteen (18) Months from the date of delivery of the Services
and/or Work or any portion thereof, whichever is later (the “Warranty Period”), the Services
and/or Work or any portion thereof is Defective, Company shall inform Contractor of the
discovery of the Defect and Contractor shall remedy any such Defect at its sole risk and expense
to the satisfaction of Company, or Company may correct any Defects at Contractor’s sole
expense, including replacing and/or correcting the Defective Services and/or Work or portion
thereof and Contractor shall promptly pay Company for such costs, as requested by Company.
The Warranty Period for any Services and/or Work or portion thereof required to be corrected
or replaced hereunder shall be extended for a period expiring twelve (12) Months from the time
of such correction or replacement. Any Defective Services and/or Work or any portion thereof
may be repaired or replaced by Contractor at Company’s facility or wherever the Services
and/or Work is located, or may be returned to Contractor’s facility, or to an authorized repair
center, at Contractor’s option and expense. Contractor shall, for a period of twenty four (24)

CO-0056-2022 Page 13 of 33
 Months after the performance of each portion of the Services and/or Work hereunder, retain all
documents which relate to the performance of such Services and/or Work and shall upon
reasonable notice make those documents available to Company for inspection.

13. Liquidated Damages

13.1 Contractor hereby acknowledges that Company will suffer financial loss if Contractor fails to
perform and complete the Services and/or Work by the date or dates specified in Exhibit A, if
any, for reason other than Force Majeure. Contractor and Company recognize the delays,
expense and difficulties involved in determining the actual loss suffered by Company as a result
thereof. Accordingly, instead of requiring any such determination, Company and Contractor
agree that as liquidated damages for causing such delay, Contractor shall pay Company the
amounts specified in Article 13.2. All sums payable to Company by Contractor under this
Article 13 are agreed amounts representing genuine pre-estimates of losses or damages that will
be incurred by Company as a result of delay and are expressly accepted by Contractor as not
amounting to or being in the nature of a penalty or special damages.
13.2 If Contractor fails to perform and complete the Services and/or Work in accordance with the
terms hereof by the specified date or dates for reason other than Force Majeure, Contractor shall
pay to Company as liquidated damages the amount set forth in Exhibit B (Compensation) and
Contractor’s total liability under this Article 13 shall not exceed such amount set forth in Exhibit
B. The amounts payable by Contractor pursuant to this Article 13 shall be in addition, and
without prejudice, to Company’s other rights and remedies under this Contract, including
Company’s right of termination for default as provided in Article 27 (Term and Termination).
The amounts set forth in Exhibit B in respect of liquidated damages may be expressed as a fixed
amount in Dinars and/or a percentage of the Contract Value.

14. Bank Guarantee

14.1 Contractor shall procure the issuance of and maintain in full force and effect at all times a bank
guarantee in the format contained in Exhibit G (as updated from time to time) issued by a
financial institution Approved at the time of issuance, in accordance with the terms of this
Article 14. Upon Contractor’s execution of this Contract (and as a condition precedent to any
payment by Company to Contractor), and as security for the performance of Contractor’s
obligations hereunder, Contractor shall provide to Company a bank guarantee for the amount
set forth in Exhibit B (Compensation) which shall remain in effect and valid for the duration
of this Contract.
14.2 For any increase (or series of increases) in the Contract Value, Contractor shall furnish
Company with an amended bank guarantee in the same form and content as the existing bank
guarantee, but which reflects an increase in the aggregate principal amount of the bank
guarantee equal to an amount as determined by Company at such time and in its sole discretion.
14.3 Upon execution of this Contract (and as a condition precedent to any payment by Company to
Contractor), Contractor shall, if requested by Company, provide Company with a guarantee
executed by Contractor’s ultimate parent company guaranteeing the performance of all of the
obligations of Contractor hereunder in a form and substance satisfactory to Company.
Contractor shall ensure that such parent guarantee remains valid and enforceable for the
duration of this Contract.
14.4 In respect of Contractor’s obligation to provide any guarantee either upon execution of this
Contract or prior to any increase in the Contract Value pursuant to this Article 14, and
Contractor fails to comply with such obligation within thirty (30) Days of either of the
following:
(i) the Contract execution date; or
(ii) the date the Contract Value has increased,

CO-0056-2022 Page 14 of 33
 then such failure shall entitle Company to withhold payment of any invoice.
14.5 For the avoidance of doubt, Contractor’s obligations under this Article 14 as regards obtaining
and maintaining any guarantee (including obtaining and maintaining a guarantee for an increased
amount) shall include obtaining all necessary approvals, authorizations and consents, whether
corporate or otherwise.
14.6 Contractor shall, for the protection of Company under this Contract, demand from all of its
vendors and subcontractors (of any tier) guarantees with respect to work, machinery, equipment,
materials and supplies to be incorporated in the Services and/or Work on the best terms and
conditions and for the Term of this Contract without payment of additional consideration.
Contractor shall use reasonable endeavors to ensure that Company may enforce such guarantees
and shall render all reasonable assistance to Company for enforcing the same. In the event
Contractor obtains more favorable guarantees and warranties from its suppliers and
subcontractors than those stated herein, such guarantees and warranties shall be assigned to
Company.

15. Compliance With Laws

15.1 Contractor shall be subject to, strictly observe and comply with, and shall cause Contractor
Group to strictly observe and comply with, all Applicable Law and all guidelines, policies and
procedures of Company (as amended from time to time), including those relating to ethical
conduct, health, safety and environment, land access, quality assurance and control and
surveillance and technology.
15.2 Contractor hereby represents, warrants and covenants that, with respect to any activities
undertaken in connection with this Contract, that Contractor shall investigate and timely report
to Company and to any Governmental Entity, as applicable, any credible purported violation of
Applicable Law or any policy or procedure of Company, as applicable, related to the
performance of the Services and/or Work or other obligations under this Contract or regarding
Contractor Group’s personnel or subcontractors assigned to perform Services and/or Work or
other obligations hereunder.
15.3 In the event that Company determines, in its sole discretion, that any personnel or
subcontractors of Contractor Group performing Services and/or Work or other obligations
under this Contract are credibly implicated in violations of Applicable Law or of any policy or
procedure of Company, then, at the written request of Company, Contractor shall, at its sole
cost and expense, immediately remove such personnel or subcontractors from the performance
of the Services and/or Work or other obligations hereunder and promptly replace such personnel
or subcontractors with Contractor personnel or subcontractors meeting the requirements set
forth in this Contract.
15.4 Such Applicable Law, guidelines, policies and procedures shall be considered as minimum
requirements applicable under this Contract, and Contractor shall institute such additional
precautions as circumstances demand. All costs and expenses related to such compliance or
the default of same shall be at Contractor’s sole cost and expense.

16. Ethics
16.1 Contractor acknowledges that Company has entered into this Contract based upon various
factors, including the reputation of Contractor leading Company to believe that Contractor shall
not violate, or cause Company or its Affiliates to violate the anti-bribery and anti-corruption
provisions of Applicable Law, including without limitation, the Bahrain Penal Code (Amiri
Decree No. 15 of 1976) as amended.

CO-0056-2022 Page 15 of 33
16.2 Contractor acknowledges that is has received and reviewed a copy of the Company’s Code of
Business Conduct, and agrees that Company may perform background investigations on any
member of the Contractor Group and their respective Affiliates without further notice to
Contractor.
16.3 Contractor hereby represents, warrants and covenants that, with respect to any activities
undertaken in connection with this Contract, neither Contractor nor Contractor's Affiliates, nor
any of its or their shareholders, directors, officers, employees, contractors, agents or
representatives nor any other Person acting on behalf of any of them:
(i) shall violate or fail to comply with any Applicable Law;
(ii) has made or will make an offer or promise to pay, loan or give a payment, a loan or a gift
of money or anything of value or has authorized or will authorize any such offer, promise,
payment, loan or gift, in any event directly or indirectly to or for the use or benefit of any
Official, or any other Person, while knowing or reasonably suspecting that all or a portion
of such money or thing of value will be offered, given, paid, loaned or promised, directly
or indirectly, to or for the use or benefit of any Official, for any of the following purposes:
(A) influencing any act or decision of such Official, in his or its official capacity; (B)
inducing such Official to do or omit to do any act in violation of the lawful duty of such
Official; (C) inducing such Official to use his or its influence with any Governmental
Entity or political party, to affect or influence any act or decision of such entity,
organization or party; or (D) securing any improper advantage, in any case, in order to
assist Company or Contractor in connection with any of their respective activities related
to this Contract;
(iii) is, or is an immediate family member of, an Official, except as expressly notified to
Company in writing;
(iv) is an officer, director, investor, shareholder, partner or otherwise holds a direct or indirect
beneficial interest in any Related Business, and that no portion or amount of any payment
received or to be received by Contractor under or in connection with this Contract shall
be paid to or benefit, directly or indirectly, any Related Business;
(v) shall use any payments received under this Contract for any purpose that violates the
provisions of this Contract, including Articles 15 (Compliance With Laws) and this
Article 16; and
(vi) shall incur travel, entertainment or other expenses on behalf of Company without
Approval.
16.4 Contractor agrees that, if any representation, warranty or covenant in this Contract, including
this Article 16, is no longer accurate or if there is any change in control of Contractor, it shall
immediately notify Company in writing and explain all relevant circumstances surrounding
such inaccuracy or change in control, including the identity of new owners. Upon receipt of
such notification, Company may immediately terminate this Contract and all other agreements
and arrangements with Contractor, without any liability whatsoever except for payment for
Services and/or Work satisfactorily performed to the date of any such termination, if such
change in control or inaccuracy causes or has a reasonable likelihood of causing a violation of
any Applicable Law or upon a determination of Company that such termination is in the best
interests of Company Group; provided, however, that prior to such termination, Company shall
allow Contractor reasonable opportunity to explain the change in control or the change in
circumstances resulting in the inaccuracy.
16.5 Company may request and Contractor shall provide such financial information as Company
shall request from time to time.

CO-0056-2022 Page 16 of 33
17. Quality Assurance and Control
17.1 Minimum QAC Requirements. Without limiting the requirements of Articles 7
(Services/Work) and 15 (Compliance with Laws) Contractor shall perform the Services and/or
Work in accordance with this Contract, including at least the minimum quality assurance and
control requirements (“Minimum QAC Requirements”) set forth in Exhibit J (as updated from
time to time) and all Company’s quality assurance and control (“QAC”) policies and procedures
as communicated to Contractor from time to time. Contractor shall also abide by all
Contractor’s QAC policies as modified in accordance with bridging documents (such bridging
documents as requested by Company from time to time, and Company shall have sole discretion
to determine whether they are satisfactory) between its policies and the requirements of this
Contract and Company’s QAC policies and procedures.
17.2 Right to Suspend the Work and Deduct Payments. Without prejudice to any other rights and
remedies of Company, in the event of a QAC Infraction, Company shall have the right to
suspend immediately all or any part of the Services and/or Work without any compensation to
Contractor therefor. The suspension notice shall be in writing and shall include Company’s
reasons for issuing such notice and shall outline the general expectations to be achieved by
Contractor in rectifying the QAC Infraction. Contractor shall be considered to be in material
breach of its obligations under this Contract until the QAC Infraction is remedied to the
satisfaction of Company. For the avoidance of doubt a suspension pursuant to this Article 17.2
shall not entitle Contractor to claim for a delay or any extension in the project schedule for the
Services and/or Work, nor shall such suspension relieve Contractor from any of its obligations
under this Contract.

18. Surveillance and Technology Guidelines

Without limiting the requirements of Article 7 (Services/Work) and Article 15 (Compliance
with Laws), Contractor shall perform the Services and/or Work in accordance with the Contract,
including the Surveillance and Technology Guidelines and all other policies and procedures
relating to technology and surveillance as communicated to Contractor by Company from time
to time.

19. Land Access

19.1 Company may grant to Contractor certain access rights in respect of land, which Company
deems necessary for the purposes of Contractor’s performance of the Services and/or Work
hereunder. The necessity for and nature of such access rights shall be determined in the sole
discretion of Company. In the event of the grant of such access rights to Contractor, Contractor
shall:
(i) execute and deliver (without contesting the contents thereof) any document and/or
instrument prepared by Company in connection therewith; and
(ii) comply with all Applicable Law and policies and procedures of Company in respect of
Contractor’s exercise of such access rights.

20. Compensation and Payments

20.1 For Contractor’s performance of the Services and/or Work in accordance with this Contract,
Company shall pay Contractor the Compensation set forth in Exhibit B as the same become due
and owing in accordance with this Contract, subject to Company’s right to deduct or set off
from any payment due to Contractor under this Contract: (a) any amounts due to Company
under the terms and conditions of this Contract or any other contract between Company Group
and Contractor Group; (b) any amounts that Company is required, pursuant to Applicable Law,
to withhold or pay on behalf of Contractor Group arising out of their performance under this
Contract (including due to the absence of any required stamp or registration of any

CO-0056-2022 Page 17 of 33
 Governmental Entity); (c) any amounts disputed by Company; and (d) such sums as Company
determines as necessary to protect itself and/or Company Group against any liabilities under
law in connection with Contractor’s or Contractor Group’s performance hereunder.
20.2 All amounts paid to Contractor in connection with this Contract shall be on the basis of itemized
Monthly invoices complying with this Article 20. Contractor shall submit to Company, a single
original invoice, plus one copy, to the address provided in Exhibit C marked for the attention
of Accounts Payable Department, within ten (10) Days after the end of each Month during
which the Services and/or Work was performed. Failure of Contractor to submit invoice within
ten (10) Days after the end of each Month during which the Services and/or Work was
performed, will result in the received by date being logged by the Accounts Payable Department
as the first day of the succeeding Month. Each invoice shall reference the Contract number,
bear all stamps and markings required by any applicable Governmental Entity, clearly describe
the Services and/or Work performed, show dates, rates and charges enumerated by each
category listed in Exhibit B together with the total valuation of the charges for the period in
question by relevant category, and be supported by adequate substantiating documentation,
including all supporting documentation prescribed in Exhibit B, original supporting documents
for any reimbursable expenses or Third Party costs incurred by Contractor in the preceding
Month, and original time reports showing the time spent rendering the Services and/or Work
and the applicable rate for each increment of time signed or initialed by the individual(s)
rendering such Services and/or Work and by Company Representative.
20.3 Company may withhold payment on any invoice until satisfactory evidence is presented that
this Contract (or any invoice) has been properly filed or registered with the applicable Tax
Authorities in the Kingdom of Bahrain and all insurance certificates have been provided
hereunder. Company shall pay undisputed amounts of invoices complying with this Article 20
within forty-five (45) Days of Company’s Accounts Payable Department’s formal logged
receipt date thereof, subject to the foregoing sentence, Company’s right to deduct or set off in
accordance with Article 20.1 and the early payment discounts specified in Exhibit B (if any),
and formal submission of invoice by Contractor in accordance with Article 20.3. The Parties
shall use their respective reasonable efforts to settle the disputed portion of any invoice in
accordance with this Contract, which after resolution of any such dispute shall be payable by
Company without interest upon being re-invoiced in accordance with this Article 20.
20.4 All payments in connection with this Contract shall be paid directly to Contractor by (at the
sole option of Company) check sent to Contractor’s address set forth in Exhibit C or by direct
wire transfer, in immediately available funds, to Contractor’s bank account as noticed to
Company by Contractor in writing, and in any event in compliance with all Applicable Law.
20.5 No payment made by Company under this Contract shall be paid in the form of cash or any
bearer instrument nor shall any payment be paid by Company to any individual or entity other
than Contractor. Company’s obligation to make payment of any Contractor’s invoice shall be
subject to Contractor’s being in full compliance with the terms and conditions of this Contract.
20.6 Company shall not be obligated to make the final payment to Contractor under this Contract
until Contractor shall have delivered to Company: (i) a certificate of release satisfactory to
Company that Company has fully performed its obligations under this Contract and that all
claims of Contractor Group for or related to the Services and/or Work are satisfied upon the
making of such final payment, that no property of Company Group is subject to any unsatisfied
Lien or claim as a result of performance of the Services and/or Work, that all rights of Lien or
other encumbrances against Company Group property in connection with the Services and/or
Work are released and that Contractor has fully performed its obligations under the Contract
and has paid in full all outstanding obligations associated with the performance of the Services
and/or Work, (ii) all final reports and completed handover materials, documentation and
paperwork; and (iii) all Confidential Information and the related certification from a Senior
Officer of Contractor as required pursuant to Article 30 (Confidentiality; Publicity).
20.7 Acceptance, inspection or failure to inspect the Services and/or Work by the Company or
payment of any invoice by Company to Contractor, shall not limit or exclude Contractor’s

CO-0056-2022 Page 18 of 33
 express representations, warranties and covenants given under this Contract or be deemed a
waiver of any of Company rights or remedies.
20.8 Contractor shall submit to Company all invoices for chargeable items or Services and/or Work
performed under this Contract within ninety (90) Days after the last Day of the Month in which
the supply of such item or the performance of such Services and/or Work occurred. Company
shall have no obligation whatsoever, and Contractor hereby releases, discharges and agrees to
hold harmless Company, from making payment on any invoice submitted after such 90-Day
period. Contractor hereby irrevocably waives, releases and disclaims any right to claim or
receive (under any legal or equitable theory, including unjust enrichment, quantum meruit,
etc.), any compensation in respect of any invoices that are not submitted in conformance with
the time limitations and related conditions set forth in this Article 20.8.
20.9 Company shall be entitled to deduct the early payment discounts set forth in Exhibit B against
the total amount of any given invoice excluding the amounts for Approved reimbursable
expenses. Contractor’s invoices shall be deemed to have been paid once Company has either
(a) delivered the check to Contractor, (b) mailed the check, postage prepaid, to the address set
forth in Exhibit C, or (c) remitted irrevocable wire transfer instructions to Company’s bank for
payment. Company shall not be responsible for delays caused by erroneous or inadequate
banking instructions provided by Contractor, routing problems within the banking system, or
delays by Contractor’s bank in crediting funds on a timely basis. Any deductions for fees
extracted within the banking system shall be to Contractor’s account.
20.10 Unless deducted pursuant to Company’s right of set off under Article 20.1, any amounts
payable by Contractor to Company pursuant to this Contract may be, at Company’s discretion,
invoiced by Company to Contractor, in which case Contractor shall promptly pay to Company
the invoiced amount within thirty (30) Days of its receipt of such invoice or collected by
Company via the bank guarantee referenced in Article 21 (Deductions for Breach of Contract),
and payment of such amounts shall not be construed as relieving Contractor of any of its other
obligations under this Contract, including its obligation to perform and complete the Services
and/or Work in accordance herewith.

21. Deductions for Breach of Contract

21.1 The Parties acknowledge that Company has the right to terminate this Contract pursuant to
Article 27 (Term and Termination). However, to provide the Parties with additional remedies
that may be less onerous to both Parties than the termination of this Contract, and to allow
Company to recover damages that it sustains as a result of Contractor’s breach of its obligations
hereunder, the Parties have agreed to the provisions of this Article 21 without prejudice to
Company’s right to terminate this Contract.
21.2 If, as reasonably determined by Company, Contractor fails to comply with or breaches any of
its representations, warranties, covenants or other obligations under this Contract, Company
shall have the right to provide Contractor with written notice of such non-compliance or breach
and to specify therein the time period reasonably determined by Company, within which
Contractor shall rectify or remedy the same.
21.3 If Contractor does not rectify or remedy such non-compliance or breach within the time period
specified in the notice referenced in Article 21.2, Company shall have the right, at its sole
discretion, to perform such obligations or cause such obligations to be performed for the
account of Contractor without limiting the rights otherwise available to Company under this
Contract or at law or in equity; in such event, Company shall have the right to deduct from any
payments due to Contractor, and/or any guarantee provided by Contractor pursuant to Article
14 (Bank Guarantee), the costs and expenses associated with performing or causing the
performance of such breached or unfulfilled obligations, including all costs and expenses of
Company completing or having the Services and/or Work completed by a Third Party.

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21.4 If Contractor’s non-compliance or breach of its representation, warranty, covenant or other
obligation is of such a serious nature that it jeopardizes the safety of persons or property, poses
a threat to the environment, or results in the suspension of the Services and/or Work, regardless
of whether Contractor was provided with written notice of non-compliance or breach or the
opportunity to remedy such non-compliance or breach as provided in Article 21.3, Company
shall have the right to (a) suspend operations pursuant to Article 44 (Health, Safety and
Environmental Guidelines) or (b) perform such obligations or cause such obligations to be
performed immediately, for the account of Contractor as provided in Article 21.3.

22. Royalty-Free Licenses

22.1 During the Term hereof, Contractor hereby grants to Company Group a royalty-free, non-
exclusive license to use all processes, inventions, know-how, equipment and apparatus
furnished or incorporated by Contractor in the performance of the Services and/or Work that is
the subject of patents, licenses or other proprietary rights owned by Contractor, or for which
Contractor holds a license from the owner thereof.
22.2 Contractor or the relevant member of Contractor Group (as the case may be) shall grant
Company a royalty-free, fully-paid, perpetual, irrevocable and exclusive license in respect of
any intellectual property incorporated into the Services and/or Work.
22.3 If the Parties jointly develop any intellectual property associated with the Services and/or Work,
the Parties agree to negotiate in good faith and to execute a separate development agreement to
identify and equitably allocate ownership rights in the jointly developed intellectual property.

23. Audit
23.1 Contractor shall maintain a true and complete set of books and records, including accounts,
invoices, tickets and any other materials or documents (the “Records”) pertaining to any
Services and/or Work or obligations performed, payments received or costs incurred by
Contractor Group under this Contract, and Contractor agrees to retain all such records for a
period of three (3) years after the expiration or termination hereof. During the Term of this
Contract and three (3) years thereafter, Company shall be allowed access to Contractor's
relevant books and records for purposes of an audit hereunder and shall have the right to
disclaim any invoice as a result thereof. At the request of Company, Contractor shall promptly
provide copies of any of its procedures and policies to Company.
23.2 The rights of Company under this Article 23 shall be additional to and shall not prejudice any
other or additional rights and remedies afforded to Company by law to audit the aforementioned
records and shall be without prejudice to Company's right to take legal action with respect
thereto, including the right to dispute any invoice as a result of such audit. In the event that an
error is discovered pursuant to this Article 23, then the Parties shall remedy the error, and the
Party owing payment shall pay the other Party the amount concerned within thirty (30) Days of
the error being substantiated.

24. Reporting
In addition to and without limiting the reporting requirements set forth in Exhibit E, Contractor
shall immediately, but no later than within twenty-four (24) hours, report in writing all
accidents, spills, releases, injuries, violations and near miss accidents or incidents that have or
could have resulted in an injury, damage or liability, however minor, to Company or any of its
property.

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25. Indemnity
25.1 Except as otherwise expressly provided herein, Contractor agrees to fully release, indemnify,
defend and hold harmless Company Group from and against all Claims and Losses on account
of bodily injury, disease, death or damage to, destruction of or loss of any owned or leased
property, wherever located, of any member of Contractor Group, as the case may be, resulting
from, relating to or arising in connection with this Contract or performance of the Services
and/or Work, including those attributable to the negligence of any member of Company Group,
and without regard to the cause or causes thereof, unless caused by the Gross Negligence or
Willful Misconduct of any member of Company Group, in which event, Company shall
indemnify, defend and hold harmless Contractor Group from the same to the extent of such
Gross Negligence or Willful Misconduct by Company Group.
25.2 Except as otherwise expressly provided herein, Company agrees to fully release, indemnify,
defend and hold harmless Contractor Group, from and against all Claims and Losses on account
of bodily injury, disease, death or damage to, destruction of or loss of any owned or leased
property, wherever located, of any member of Company Group, as the case may be, resulting
from, relating to or arising in connection with this Contract or performance of the Services
and/or Work, including those attributable to the negligence of any member of Contractor Group,
and without regard to the cause or causes thereof, unless caused by the Gross Negligence or
Willful Misconduct of any member of Contractor Group, in which event, Contractor shall
indemnify, defend and hold harmless Company Group from the same to the extent of such
Gross Negligence or Willful Misconduct by Contractor Group.
25.3 Except as otherwise expressly provided herein, (i) Contractor agrees to fully release, indemnify,
defend and hold harmless Company Group from all Claims and Losses arising in favor of or
made by any Third Party, on account of bodily injury, disease, death or damage to, destruction
of or loss of any property of such Third Party resulting from, relating to or arising in connection
with this Contract or performance of the Services and/or Work, to the extent resulting from or
attributable to the negligence, Gross Negligence or Willful Misconduct of any member of
Contractor Group; and (ii) Company agrees to defend, indemnify and hold harmless Contractor
Group from all Claims and Losses arising in favor of or made by any Third Party, on account
of bodily injury, disease, death or damage to, destruction of or loss of any property of such
Third Party resulting from, relating to or arising in connection with this Contract or performance
of the Services and/or Work, to the extent resulting from or attributable to the negligence, Gross
Negligence or Willful Misconduct of any member of Company Group.
25.4 In the case of concurrent or contributory fault by or among any of Company Group, any of
Contractor Group and/or a Third Party, the relative fault and indemnity obligations of a Party
under Article 25.3 shall be allocated based on the total percentage of fault contributed by or
attributable to Company Group or Contractor Group, as the case may be, depending on which
caused the aforementioned harm to the Third Party as determined by a legal proceeding,
settlement or written agreement in accordance with Article 31 (Governing Law and Dispute
Resolution).
25.5 Contractor agrees to fully release, indemnify and defend Company Group from and against,
and hold each of them harmless from, all Claims and Losses arising out of or related to
infringement or misappropriation, including alleged infringement or misappropriation, or use
of patents, trade secrets, know-how, copyright rights (both statutory and non-statutory) and any
other intellectual property right covering any hardware, software, materials, publications,
documents, property, designs, procedures, methods, programs or processes furnished by any
member of Contractor Group under this Contract.
25.6 Company agrees to fully release, indemnify and defend Contractor Group from and against,
and hold each of them harmless from, all Claims and Losses arising out of or related to
infringement or misappropriation, including alleged infringement or misappropriation, or use
of patents, trade secrets, know-how, copyright rights (both statutory and non-statutory) and any
other intellectual property right covering any hardware, software, materials, publications,

CO-0056-2022 Page 21 of 33
 documents, property, designs, procedures, methods, programs or processes furnished by any
member of Company Group under this Contract.
25.7 It is the specific and expressed intention and agreement of Company and Contractor that all
release, defense, hold harmless and indemnity obligations and liabilities assumed by Company
and Contractor, respectively, under this Contract, unless and to the extent specifically limited,
qualified or otherwise provided for in this Article 25, shall be without limit and shall be without
regard to the amount of insurance carried by the respective Parties under this Contract. If it is
judicially determined, beyond the control of the Parties, that the monetary limits of the release,
defense, hold harmless and indemnity obligations and liabilities voluntarily and mutually
assumed by Company and Contractor under this Contract exceed the maximum limits permitted
under Applicable Law, then the Parties agree that such release, defense, hold harmless and
indemnity agreements shall automatically be amended to conform to the maximum monetary
limits permitted under such Applicable Law.
25.8 Contractor shall only look to Company in respect of Company’s obligations, liabilities and
responsibilities under this Contract, and Contractor hereby waives any claims, of any nature
whatsoever, Contractor may have against any member of Company Group (other than the
Company) now or in the future, related to or associated with the obligations, responsibilities
and liabilities agreed to be undertaken by Company under this Contract.
25.9 Neither Party shall, without written authorization of the other Party, voluntarily assume any
liability or make any settlement of any claim for which the other Party may be liable thereunder.
25.10 A Party entitled to indemnification hereunder (the “Indemnified Party”) shall give prompt
written notice to the Party who has given the indemnity (the “Indemnifier”) of any Claims and
Losses, (including full details of such Claims and Losses) that arise from or are related to this
Contract (the “Indemnification Claim”).
25.11 To the extent the Indemnification Claim relates to any Claims and Losses of a Third Party, then:
(i) the Indemnifier shall have the right at the Indemnifier’s expense, and the Indemnified
Party gives the Indemnifier the right, to defend against, negotiate, settle or otherwise deal
with the Indemnification Claim; and
(ii) the Indemnified Party shall not make any admissions of liability or compromise any
Indemnified Claim without the prior written consent of the Indemnifier.
25.12 The Indemnified Party shall further:
(i) assist the Indemnifier in any proceedings and give it access to premises, officers and
employees and documents for the purposes of defending the Indemnification Claim; and
(ii) take any action reasonably required by the Indemnifier to avoid, dispute, compromise or
defend the Indemnification Claim.
25.13 If a Party (i) is required to pay any Tax upon receipt of an indemnity payment, or (ii) is allowed
any Tax deduction in respect of the items of loss giving rise to an indemnification obligation,
then the amount of the indemnity payment shall be adjusted such that the Indemnified Party is
put in the same position it would have been in if such payment had not been required or such
deduction had not been allowed, as the case may be. Any indemnified cost incurred by a Party
in a currency other than BHD shall be converted into BHD at the open market exchange rate
applicable on the date such costs were incurred by that Party.
25.14 For any Claims and Losses incurred by Company and in respect of which Company is entitled
to indemnification under this Contract (including without limitation those set out in this Article
25), Contractor shall reimburse Company on demand by Company of same.
25.15 The indemnities in this Contract (including without limitation, those set out in this Article 25)
are private contractual arrangements, enforceable between Company and Contractor without
regard to the terms of any duty either may owe to any Third Party, including any Governmental
Entity under Applicable Law.

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26. Insurance
26.1 Throughout the Term of this Contract, Contractor shall obtain insurance coverages that
Contractor believes are appropriate under the circumstances or Contractor and Contractor
Group to perform the Services and/or Work hereunder. Without limiting the generality of the
foregoing, Contractor shall secure and maintain, at its sole cost and expense and with reputable
carriers, at least the minimum insurance coverages described in Exhibit D, with underwriters
and on policies acceptable to Company (each individually a “Policy” or collectively the
“Policies”); provided, however, that the minimum limits set forth in Exhibit D or the coverage
amounts of such Policies actually maintained by Contractor (or any lack thereof), shall in no
way be deemed to be a limitation of Contractor’s liability under this Contract.
26.2 Contractor’s Policies shall be primary to any other insurance that may be available to Company
in all circumstances, but only with respect to and to the extent of the liabilities and obligations
agreed to be assumed by Contractor under this Contract.
26.3 Contractor shall require each of its subcontractors of any tier to secure and maintain such
insurance coverages and amounts thereof that Contractor considers necessary; provided,
however, that the existence of, non-existence of or any deficiency in such coverages, amounts
or policy limits shall be the responsibility of and the resulting liability shall be for the account
of, Contractor.
26.4 Upon execution of this Contract (and as a condition precedent to any payment by Company to
Contractor) Contractor shall provide to Company certificates of insurance confirming that all
of the required insurance coverages are in full force and effect, and in any event no later than
thirty (30) Days from such date. A failure by Contractor to provide such certificates of insurance
within the time period specified herein shall entitle Company to withhold payment of any
invoice.
26.5 At any time during the Term, Company shall be entitled to request and Contractor shall provide,
further evidence (whether by sight of the certificates of insurance or otherwise as determined
by Company) that the required insurance coverages are in full force and effect. Further,
Contractor shall provide Company with at least thirty (30) Days’ advance written notice of any
cancellation of or material change in the required insurance.
26.6 Unless prohibited by Applicable Law, neither Contractor nor its underwriters, insurers or
insurance carriers shall have any claims or rights of subrogation against Company Group or
Company’s underwriters, insurers or insurance carriers, including their respective property, for
the risks, obligations and liabilities agreed to be assumed by Contractor under this Contract,
and such claims or rights of subrogation with respect thereto and to the extent thereof are hereby
waived by Contractor, on its behalf and on behalf of its respective underwriters, insurers and
insurance carriers. Contractor shall defend and indemnify Company Group from and against
any such claims.
26.7 Except for Worker’s Compensation and Employer’s Liability Insurance (as described in Exhibit
D), all of Contractor’s Policies shall include Company Group as an “additional insured”, but
only with respect to and to the extent of the liabilities and obligations agreed to be assumed by
Contractor under this Contract. All Policies shall be suitably and adequately endorsed to
effectuate the aforementioned waiver of subrogation.

PART III TERMINATION AND MISCELLANEOUS MATTERS

27. Term and Termination

27.1 The term of this Contract (the “Term”) shall be the period which commences on the Effective
Date and expires on the earlier of the following:

CO-0056-2022 Page 23 of 33
 (i) the date of expiry of the period set forth in Exhibit C (General Information);
(ii) the date on which Company determines (in its sole discretion) the satisfactory completion
of the Work; and
(iii) the date on which this Contract is terminated in accordance with Article 27.2.
27.2 Without prejudice to its other rights or remedies under Applicable Law or in equity, Company
may, at its sole discretion, terminate this Contract under any of the following circumstances:

(i) at any time for any reason or no reason upon thirty (30) Days’ prior written notice to
Contractor, whether or not Contractor is in default;
(ii) at the sole discretion of Company, where Contractor repeatedly breaches any of the terms
of this Contract in such a manner as to reasonably justify the opinion that Contractor’s
conduct is inconsistent with it having the intention or ability to give effect to the terms of
this Contract;
(iii) in accordance with Articles 16 (Ethics), 34 (Force Majeure), 43 (Conflict of Interest) or
44 (Health, Safety and Environmental Guidelines) hereof;
(iv) upon a material breach by Contractor of this Contract;
(v) failure of any Governmental Entity to approve the performance of the Services and/or
Work by Contractor or to grant Contractor, or its personnel or subcontractors entrance to
the area where the Services and/or Work is to be performed;
(vi) request of any Governmental Entity;
(vii) Contractor becomes bankrupt, or has a receiving order or an administration order made
against it, or presents its petition in bankruptcy, or makes an arrangement with or an
assignment in favor of its creditors, or agrees to carry out this Contract under a committee
of inspection of its creditors, or goes into liquidation (other than a voluntary liquidation
for the purposes of amalgamation or reconstruction), or has an execution order levied on
its goods, or generally, if anything arises to indicate to Company that Contractor is
financially constrained and has stopped payment of its debts;
(viii) professional or personal behavior of Contractor or any of Contractor Group that
jeopardizes, in Company’s opinion, Company’s relationship with any Governmental
Entity;
(ix) refusal or failure of Contractor to perform any portion of the Services and/or Work in
accordance with the Exhibits specified in this Contract within a reasonable time, if no
time is specified;
(x) failure to make progress so as to endanger performance of this Contract in accordance
with its terms; or
(xi) failure to perform any other provision of this Contract.
27.3 Termination under Articles 27.2(iii) through 27.2(viii) shall be effective immediately upon
receipt by Contractor of written notice of termination from Company. In the event Contractor
does not cure any default under Articles 27.2(ix) through 27.2(xi) within a period of ten (10)
Days after notice thereof, or such longer period as Approved, then Company may give written
notice to Contractor and terminate this Contract or any part hereof.
27.4 Upon termination of this Contract pursuant to Article 27.2(i), Company’s only liability to
Contractor shall be to pay (i) the value of the Services and/or Work already rendered
satisfactorily to Company hereunder, (ii) all reasonable and unavoidable costs incurred by
Contractor for materials it ordered for the Services and/or Work up to the date of termination
(which shall be transferred and assigned to Company upon its payment thereof) and (iii) the
demobilization fee stipulated in Exhibit B, if applicable.
27.5 Upon termination of this Contract pursuant to Articles 27.2(iii) through 27.2(xi), Contractor
shall not be entitled to receive any further compensation other than the value of any Services
and/or Work already rendered satisfactorily to Company prior to the date of termination
(excluding the demobilization fee set forth in Exhibit B, if any), less the amount of damages
and losses incurred by Company due to such termination, including all costs and expenses to

CO-0056-2022 Page 24 of 33
 Company for completing the Services and/or Work or having the Services and/or Work
completed by a Third Party.
27.6 Notwithstanding a notice of early termination, Contractor shall, if requested to do so by
Company, perform all operations necessary to conserve, preserve and protect the Services
and/or Work that has already been performed.
27.7 For the avoidance of doubt, except as expressly provided in this Article 27, no other costs or
compensation shall be due or payable to Contractor upon termination of this Contract, including
lost profits or revenues. Subject always to the provisions related to special damages set forth in
Article 28, Company’s foregoing rights of termination are not exclusive of any other rights and
remedies available to Company hereunder or at law or in equity, whether expressed or implied.
27.8 Termination pursuant to this Article 27, shall not affect the rights and obligations accrued prior
to the date of such termination, in relation to a Party or that Party’s Group.
27.9 Upon termination of this Contract, Contractor shall execute and deliver to Company the
Contract Close-Out Letter; and Company shall not be obligated to make final payment, or return
any bank guarantee until Contractor shall have complied with this Article 27.9.

28. No Special Damages

Notwithstanding anything to the contrary set forth herein, neither Contractor nor Company
shall be liable to the other for any of indirect, punitive, special, exemplary or Consequential
Damages (including loss of profits, loss of use, loss of production or business interruption,
however, same may be caused), other than such damages comprising a claim by a Third Party
for which a Party is expressly entitled to indemnification hereunder. Neither shall assert any
such claim against Contractor Group or Company Group, respectively, regardless of the
negligence of every kind, nature and description, Willful Misconduct or strict liability of the
other Party or quantum of damages.

29. Assignment; Subcontracting

29.1 Contractor shall not assign, novate, transfer or subcontract all or any part of this Contract,
including any payments due to Contractor hereunder, without Approval, and any purported
assignment, novation, transfer or subcontract without such Approval shall be void.
29.2 Notwithstanding any permitted assignment, novation or transfer, Contractor shall remain
primarily responsible for all of its rights, duties and obligations hereunder, including the acts,
defaults or omissions arising therefrom, of all Contractor’s transferees and assignees as though
they were the acts, defaults and omissions of Contractor, unless otherwise Approved.
29.3 Notwithstanding any permitted assignment or subcontracting, unless otherwise Approved,
Contractor shall remain primarily responsible for the Services and/or Work.
29.4 Company may:
(a) assign any of its rights; or
(b) transfer by novation any of its rights and obligations,

under this Contract without Contractor’s consent and Contractor shall execute and deliver any
instrument of assignment, novation and transfer prepared by Company in connection therewith.

30. Confidentiality; Publicity

30.1 The Confidential Information shall be or remain the sole property of Company, Company
Group or such Third Party providing it to Contractor on Company's behalf, as the case may be,
including all intellectual property rights pertaining thereto.

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30.2 Except as may be required by Applicable Law or regulations (and then only upon prompt and
prior notice to Company), Contractor shall, and shall cause Contractor Group to, keep the
Confidential Information strictly confidential and shall not sell, trade, publish or otherwise
disclose it to anyone in any manner whatsoever including by means of photocopy, reproduction
or electronic media without Approval. Contractor agrees that it shall, and shall cause Contractor
Group to, use the Confidential Information only for the purpose of performing the Services
and/or Work hereunder.
30.3 At any time upon the written request of Company or upon the termination or expiration of this
Contract, for any reason and as a condition precedent to final payment pursuant to Article 20
(Compensation and Payments), Contractor shall return to Company all the Confidential
Information, including copies and reproductions thereof (both written and electronic), and shall
cause the destruction of all notes, analyses, compilations, studies, interpretations or other
documents, regardless of form or medium, which contain, reflect or are based upon, in whole
or in part, the Confidential Information, unless otherwise expressly instructed in writing by
Company.
30.4 The Confidential Information shall not include information that, as shown by Contractor by
competent written evidence, is already in the possession of the public or becomes available to
the public other than through the act or omission of any member of Contractor Group.
30.5 Notwithstanding the foregoing, Contractor may disclose the Confidential Information without
Approval:
a. to any member of Contractor Group who has a clear need to know such Confidential
Information in connection with this Contract and to the extent necessary therefor;
provided that, prior to disclosure, Contractor shall obtain a written undertaking of
confidentiality not less restrictive than this Article 30 from each such member of
Contractor Group; and provided, further, that Contractor shall be liable for any
unauthorized disclosure by such member of Contractor Group; or
b. when and to the extent required by Applicable Law or by regulation or rule of a
recognized stock exchange on which the securities of Contractor or any of its Affiliates
are or are to be listed or by the securities commission regulating such stock exchange;
provided, however, Contractor gives prompt written notice to Company prior to such
disclosure to allow Company to seek a protective order against, or to limit the scope of,
such disclosure; and provided, further, that if Company fails to obtain or does not seek a
protective order, Contractor shall only disclose that portion of the Confidential
Information that, in the written opinion of Contractor’s legal counsel, as provided to
Company, is required to be disclosed, and Contractor shall use its best reasonable efforts
to ensure further confidential treatment of the Confidential Information so disclosed.
30.6 Except as and to the extent provided with respect to Contractor’s obligations under Article 30.5,
Contractor shall not make any reference to Company or any of Company’s Affiliates in any
publicity, advertising or publication related to this Contract or Contractor’s performance
hereunder without Approval.
30.7 Notwithstanding anything to the contrary herein, Contractor agrees that Company shall be
entitled to disclose the existence and terms of this Contract, including any document involved
in the implementation hereof and any payment made hereunder, to any Governmental Entity
that requests such information, or otherwise if Company deems such disclosure to be in its or
Company Group’s interest.

31. Governing Law and Dispute Resolution

31.1 This Contract, including any arbitration proceedings, decision or award conducted or rendered
hereunder and the validity, effect and interpretation of the arbitration agreement set forth herein,
shall be construed and enforced in accordance with, and the rights of the Parties hereunder shall
be governed by, the laws of England.

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31.2 Any dispute, controversy, or claim arising out of or relating to this Contract, including any
provision of any Exhibit attached hereto, or the breach, termination, construction, interpretation
or validity thereof (in each event, a “Dispute”) shall, upon the written request (“Request”) of
any Party, be referred to the Senior Officers of each Party for resolution. The Senior Officers
shall meet promptly and attempt to negotiate a resolution of the Dispute.
31.3 Any Dispute not resolved through negotiation within thirty (30) Days after receipt of a Request
by a Party shall be finally settled by arbitration in accordance with the Rules of Arbitration of
the Bahrain Chamber of Dispute Resolution (BCDR-AAA) then in effect, except as modified
in this Article 31 (the “Rules”). The arbitration shall be held, and the award shall be rendered,
in the English language in Manama, Kingdom of Bahrain.
31.4 There shall be three (3) arbitrators: the claimant and the respondent shall each select one (1) in
accordance with the Rules, and the two (2) named arbitrators shall nominate the third arbitrator
in accordance with the Rules. If any such arbitrator has not been named within the time limits
specified in the Rules, such appointment shall be made by the BCDR-AAA upon the written
request of any Party.
31.5 Each Party hereby waives any rights of application or appeal to any court or tribunal of
competent jurisdiction, to the fullest extent permitted by Applicable Law, in connection with
any question of law arising during the arbitration or with respect to any award made. Without
limiting the foregoing, by agreeing to arbitrate any Dispute, the Parties do not intend to deprive
any court of its jurisdiction to issue a pre-arbitral injunction, pre-arbitral attachment or other
order, in any case, in aid of arbitration proceedings or the enforcement of any award. Without
prejudice to such provisional remedies, the arbitral tribunal shall have full authority to grant
provisional remedies and to award damages for the failure of any Party to comply with its
orders. The arbitral tribunal shall also have the authority to award any remedy or relief proposed
by the claimant or respondent pursuant to this Contract, including declaratory judgment or
specific performance of any obligation created under this Contract.
31.6 The arbitral award shall be final and binding upon the Parties, and shall be the sole and exclusive
remedy between the Parties regarding any Dispute. Any monetary award shall be made and
promptly payable in Dinars free of any tax, deduction or offset, and the arbitral tribunal shall
be authorized in its discretion to grant pre-award and post-award interest at commercially
reasonable rates. Any costs, fees, or taxes incident to enforcing the award shall, to the
maximum extent permitted by law, be charged against the Party resisting such enforcement.
Judgment upon any award may be entered in any court having jurisdiction thereof, and shall be
governed by the United Nations Convention on the Recognition and Enforcement of Foreign
Arbitral Awards of 10 June 1958.
31.7 The arbitration agreement set forth in this Article 31 shall be binding upon the Parties, their
successors and permitted assigns, and the rights and obligations of the Parties shall remain in
full force and effect pending the enforcement of any award in any arbitration proceeding
hereunder, notwithstanding termination, for any reason, of this Contract.
31.8 Contractor acknowledges and agrees that the activities contemplated by this Contract are
commercial in nature rather than governmental or public. To the extent that Contractor
(including the assignees and/or transferees of its rights and/or obligations under this Contract)
or its shareholders or its ultimate parent company or an entity acting on behalf of Contractor
may be entitled, in any jurisdiction, to claim for Contractor or Contractor’s revenues, assets or
properties, sovereign immunity from service of process, from suit, from the jurisdiction of any
court or arbitral tribunal, from attachment prior to judgment, from attachment in aid of
execution or enforcement of an arbitral award or judgment (interlocutory or final), or from any
other legal process, and to the extent that in any such jurisdiction there may be attributed such
a sovereign immunity (whether claimed or not), Contractor on its own behalf and on behalf of
such shareholders, assignees, ultimate parent company or any other Person or entity that may
claim such sovereign immunity on behalf of Contractor, hereby irrevocably agrees not to claim,
and hereby irrevocably waives, such sovereign immunity, solely as it relates to any Dispute
hereunder.

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32. Parties in Interest
32.1 This Contract shall be binding on and inure solely to the benefit of each Party hereto and its
successors and permitted assigns, and nothing in this Contract, express or implied, is intended
to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever.
32.2 The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Contract, and nothing
contained in this Contract is intended to confer on any Person any right to enforce a term
contained in this Contract; provided, that the foregoing shall in no way prejudice the right of
any Party to enforce any terms hereof on behalf of itself or any member of Company Group or
Contractor Group (as applicable). For the avoidance of doubt, in respect of any of the terms,
obligations or indemnities in this Contract that are expressed to be for the benefit of a Party or
its respective Group, the Party shall be acting for itself in connection with such term, obligation
or indemnity and as agent and trustee for its respective Group.

33. Taxes
33.1 Contractor shall be solely responsible for the ascertainment of, timely filing of returns for, and
prompt payment of Contractor Taxes. The rates, fees and other Compensation set forth in
Exhibit B shall be deemed to include sufficient provision for, and thereby cover, all of
Contractor Taxes excluding value-added tax as provided in Article 33.7.
33.2 Contractor shall be responsible for the translation and filing of this Contract with all applicable
Governmental Entities, including any stamp Tax Authority, to the extent required by and in
accordance with Applicable Law.
33.3 If requested to do so by Company, within ten (10) Days of such request Contractor shall furnish
Company with a written confirmation from the Tax Authority in the Kingdom of Bahrain
evidencing Contractor’s registration for Tax purposes in the Kingdom of Bahrain, if applicable.
33.4 Should any action of whatever Tax Authority or Applicable Law require withholding of any of
Contractor Taxes from payments to Contractor, Company shall deduct such amounts to be
withheld from the payment due to Contractor and shall remit the amount withheld to the proper
Tax Authority, unless Contractor demonstrates to the satisfaction of Company exemption from
such withholding. Any amounts withheld by Company shall be deemed part of the
compensation paid to Contractor. Contractor shall complete, sign and return to Company any
forms regarding withholding or other taxpayer information that Company requests from and
supplies to Contractor. Company shall provide Contractor evidence of any amounts withheld
and remitted to the requisite Tax Authority.
33.5 Contractor shall defend, indemnify and hold harmless Company Group from and against any
and all Claims and Losses, including legal expenses, with respect to any and all Contractor
Taxes.
33.6 If Contractor fails to pay any amount that it is required to pay under this Article 33, Company
shall have the right, without prejudice to any other right or remedy under this Contract, at law
or in equity, to make the payment for Contractor and collect the amount of such payment from
Contractor in accordance with the terms hereof.
33.7 Compensation set forth in Exhibit B shall be exclusive of any value-added tax (“VAT”). The
applicable rate of VAT shall be the rate enforced by the Government of the Kingdom of Bahrain
and will be charged in addition to the Compensation set forth in Exhibit B.
33.8 The Contractor shall provide VAT invoice to Company in accordance with the requirements
under Exhibit B and Bahrain VAT regulations as issued and amended by the Government of
the Kingdom of Bahrain. The Company retains the right to hold Contractor invoices until all
issues in relation to VAT are resolved and confirmed by the Company. In the event no response

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 is received from the Contractor in respect of such VAT invoice within thirty (30) Days from
the date of Company VAT notification, the Company retains the right to cancel the invoice.

34. Force Majeure

34.1 If, as a result of an event of Force Majeure, a Party is rendered unable, wholly or in material
part, to carry out its obligations under this Contract, then the obligations of such Party, so far
as and to the extent that the obligations are affected by such Force Majeure event, shall be
suspended during the continuance of the inability so caused.
34.2 A Party claiming an inability to perform due to Force Majeure shall give prompt (and in no
event more than three (3) Days’ from the commencement of the event of Force Majeure) written
notice to the other Party containing the effective date of such inability to perform, reasonably
full particulars of the Force Majeure event, the actions and steps being taken to remedy such
event, and the estimated period of time that the Party will probably require to resume
performance. The Party claiming Force Majeure shall be required to keep the other Party
informed of all significant developments, use reasonable diligence in seeking to remedy the
Force Majeure event and resume performance promptly thereafter. If a Party fails to give the
notice required under this Article 34, then such Party shall be deemed to have waived any right
to claim Force Majeure as an excuse for its failure to perform under this Contract.
34.3 In the event that performance of the Services and/or Work, in the reasonable opinion of either
Party, could be delayed by an event of Force Majeure for a period in excess of thirty (30) Days,
then either Party shall so notify the other in writing and Company (at all times acting in its sole
discretion) shall either (i) cancel the Contract or any portion of the Services and/or Work
affected by the Force Majeure event, or (ii) authorize Contractor to complete the Services and/or
Work with such adjustments to schedule as are agreed upon in writing by both Parties.

35. Liens
35.1 Contractor agrees that Contractor Group shall not place, and Contractor shall immediately pay
and discharge (or shall provide security for payment thereof), any Lien, attachment, charge,
claim or encumbrance of any nature on the Services and/or Work or any property of any of
Company Group, that may arise from Contractor Group’s performance of the Services and/or
Work or otherwise in connection with this Contract, including any Liens, claims, attachments,
charges or encumbrances from Contractor Group or persons alleging to be a part of Contractor
Group or from laborers or creditors of same. If Contractor fails to release and discharge any
such Liens, claims, attachments, charges or encumbrances within seven (7) Days after receipt
of notice from Company to remove the same, Company may, at its option, discharge and release
the same or otherwise deal with the lienor and then offset any and all costs and expenses related
thereto, including attorney fees, against any amount payable to Contractor under this Contract.
35.2 Contractor shall indemnify, defend and save harmless Company Group from any and all Liens.

36. Importation and Exportation

Contractor shall be fully responsible for importing and exporting any items required for
performance of the Services and/or Work and for mobilizing and demobilizing Contractor
Group personnel, into and from the Kingdom of Bahrain and shall do so in compliance with
Article 15 (Compliance With Laws) and all export compliance rules and regulations.

37. Non-waiver
37.1 Failure to exercise, or any delay in exercising, any right or remedy provided under this Contract
or by law shall not constitute a waiver of that or any other right or remedy, unless such waiver

CO-0056-2022 Page 29 of 33
 is made expressly and confirmed in writing, nor shall it preclude or restrict any further exercise
of that or any other right or remedy.
37.2 No single or partial exercise of any right or remedy provided under this Contract or by law shall
preclude or restrict the further exercise of that or any other right or remedy.
37.3 A Party that waives a right or remedy under this Contract or by law in relation to another Party,
or takes or fails to take any action against that party, does not affect its rights in relation to any
other Party.

38. Severability
Each portion of this Contract is intended to be severable. If any provision of this Contract is
determined to be illegal, invalid or unenforceable, for any reason, then, insofar as is practical
and feasible, the remaining portions of this Contract shall be deemed to be in full force and
effect as if such invalid provision was not contained herein, and this Contract shall be
interpreted to the maximum extent possible to give effect to the intent of the severed provision.

39. Relationship of the Parties.

The obligations and liabilities of the Parties are intended to be several and not joint, and nothing
contained herein shall be construed to create an association, trust, partnership or joint venture
between the Parties, and each Party shall be liable individually and severally for its own
obligations under this Contract.

40. Survival
All of the rights and obligations of the Parties under this Contract and Articles 1 (Contract;
Entirety and Amendments), 2 (Definitions), 3 (Interpretation), 4 (Supremacy), 10 (Independent
Contractor; Other Contractors), 13 (Liquidated Damages), 22 (Royalty-Free Licenses), 23
(Audit), 25 (Indemnity), 28 (No Special Damages), 29 (Assignment; Subcontracting), 30
(Confidentiality; Publicity), 31 (Governing Law and Dispute Resolution), 33 (Taxes), 35
(Liens), 37 (Non-waiver), 38 (Severability), 39 (Relationship of the Parties), 40 (Survival), 41
(Rights and Remedies), 44 (Health, Safety and Environmental Guidelines), 45 (Joint
Preparation) and 46 (Notices) shall survive and remain in full force and effect beyond the
expiration or termination of this Contract, for any reason.

41. Rights And Remedies

The rights and remedies of Company and Contractor hereunder shall not be exclusive and are
in addition to all other rights and remedies at law or in equity. All claims for money by
Contractor shall be subject to deduction by Company for any set-off or counterclaim of any
nature whatsoever in favor of Contractor against Company, whether or not related to this
Contract and whether now existing or hereafter arising.

42. No Violation
Notwithstanding Article 15 (Compliance With Law, Regulations and Company Policies)
Contractor shall not be required to comply with any Applicable Law that would cause
Contractor or Contractor Group to violate any economic sanctions laws, rules and regulations.
Contractor further agrees that, in the performance of the Services and/or Work and all other
obligations under this Contract, it shall not take, and it shall prohibit Contractor Group from
taking, any action that would result in Company Group being in violation of, or penalizable
under, any law, rule, regulation or order applicable to Company Group.

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43. Conflict of Interest
43.1 Contractor represents, warrants and covenants that neither its entering into this Contract nor its
performance hereunder shall create any conflict of interest as to any relationship, contractual,
fiduciary or otherwise which Contractor may have with any Third Party and that Contractor
shall not enter into, and shall cause its personnel and subcontractors to refrain from entering
into, any such conflict of interest relationship with any Third Party during the Term of this
Contract without Approval. If any actual or potential conflict of interest arises during the Term
of this Contract regarding Contractor or any of its personnel or subcontractors hereunder,
Contractor shall notify Company in writing immediately, and Contractor shall promptly resolve
any point of conflict in a manner satisfactory to Company.
43.2 Contractor represents, warrants and covenants that, in connection with this Contract, neither
Contractor nor any member of the Contractor Group, nor any Person acting on behalf of any of
the aforementioned has paid or will pay any gift, gratuity, commission, fee, rebate or other
inducement in money or in kind to any Person in the employment of Company, or has bestowed
or will bestow upon the aforementioned Persons any gifts or entertainment in violation of the
Code of Business Conduct. Contractor acknowledges that any such action shall be deemed
cause for which Company may immediately terminate this Contract and all other agreements
and arrangements with Contractor, without any liability whatsoever except for payment for
Services and/or Work satisfactorily performed to the date of any such termination.

44. Health, Safety and Environmental Guidelines

44.1 Contractor and Contractor Group shall perform the Services and/or Work to ensure that the
Worksite and any camp sites within Company premises or areas shall be clean, orderly and free
from refuse and debris at all times. Upon completion of the Services and/or Work, Contractor
shall promptly remove all equipment and unused materials from the sites, clean up the refuse
and debris, and leave such sites clean, orderly tidy and in an environmentally sound condition,
as directed by Company and in compliance with this Contract.
44.2 Without limiting the requirements of Article 15 (Compliance with Laws), Contractor shall carry
out all Services and/or Work and rectify all unsafe situations or potential hazards with due
diligence, in a safe, workmanlike manner and in accordance with good international industry
practices and in compliance with Company’s Minimum HSE Guidelines and all Company’s
health, safety and environmental (“HSE”) policies and procedures communicated to Contractor
from time to time, and any failure by Contractor to do so shall constitute a material breach of
this Contract. Contractor shall also abide by all Contractor’s HSE policies as modified in
accordance with bridging documents between its policies and the requirements of this Contract
and Company’s HSE policies and procedures, as requested by Company from time to time.
Contractor shall be responsible for ensuring that all of Contractor’s personnel have passed the
required safety training and are competent to undertake their respective duties in a safe and
efficient manner in accordance with this Contract. Contractor shall provide or cause to be
provided safe and secure working conditions for Contractor’s personnel at all Worksites.
44.3 Without prejudice to any other right or remedy which Company may have under this Contract,
in the event of a HSE Infraction, Company shall have the right to suspend Contractor’s
performance of the Services and/or Work, at any time, upon prior notice without any
Compensation to Contractor therefore if Company deems that the Services and/or Work are not
being carried out in a safe, workmanlike manner. The suspension notice shall be in writing and
shall include Company’s reasons for issuing such notice and shall outline the general
expectations to be achieved by Contractor in rectifying the HSE Infraction. Contractor shall be
considered to be in material breach of its obligations under this Contract until the HSE
Infraction is remedied to the satisfaction of Company. For the avoidance of doubt a suspension
pursuant to this Article 44.3 shall not entitle Contractor to claim for a delay or any extension in
the project schedule for the Services and/or Work, nor shall such suspension relieve Contractor
from any of its obligations under this Contract.

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44.4 Contractor shall maintain strict discipline and good order among Contractor Group. Contractor
shall adequately instruct Contractor Group in safety equipment usage and proper work
procedures to avoid any personal injury and damage to any of Company’s Items and any Third
Parties’ equipment.
44.5 Contractor shall provide or cause to be provided safe and secure working conditions for
Contractor personnel at all Worksites and report to Company any actual or suspected unlawful
or unauthorized activity by Contractor personnel or other personnel at or near any Worksite,
regardless of whether a loss has occurred, all in accordance with the requirements of the
Minimum HSE Guidelines. Contractor shall provide sufficient numbers of unarmed watchmen
for reasonable oversight of Contractor Items, Contractor Materials and Contractor personnel.
44.6 Contractor shall furnish, install, control and maintain in good and safe working condition all
equipment reasonably required for the protection of health, safety and the environment,
including the equipment described in Exhibit E. Contractor shall ensure that Contractor
personnel are fully trained, experienced and qualified in the operation of the aforementioned
equipment and competent in executing emergency procedures.
44.7 Contractor shall be responsible for the medical welfare of Contractor personnel, and shall take
care of their periodic medical examinations and make arrangements for medical attendance,
treatment or hospitalization, including emergency medical evacuation from the Worksite and/or
out of the Kingdom of Bahrain, if and when necessary, and shall arrange for suitable insurance
coverage for such contingencies.
44.8 In the event that any of Contractor personnel becomes seriously ill or sustains bodily injury to
the extent that such Contractor personnel is no longer able to perform the Services and/or Work
and is in need of emergency medical treatment not available at the Worksite or otherwise not
arranged by Contractor pursuant to Article 44.7, Company may provide or may have provided
to Contractor personnel reasonable interim medical treatment of the illness or injury and
transportation of Contractor personnel to the nearest hospital. The costs of such treatment and
transportation to the nearest hospital shall be borne by Company to the extent not covered by
Contractor’s own insurance, subject to Company being entitled to reimbursement of such costs
from Contractor, which shall include the right of Company to (i) deduct costs of hospital
treatment from any invoice issued by Contractor under this Contract, or (ii) set off against any
amounts due to Contractor or Contractor Group under any other contract between Company,
Company Group and Contractor and Contractor Group. All subsequent costs of treatment shall
be borne by Contractor.
44.9 Company is expressly released from any and all liability associated with the results of its
performance of its obligations under this Article 44 as may be dictated by the circumstances at
the time such performance is rendered.
44.10 Contractor agrees to fully release, indemnify and defend Company Group from and against,
and hold each of them harmless from, all Claims and Losses on account of personal injury,
illness, disease or death of any Person or damage to, loss of or loss of use of any property arising
out of Company’s providing or failing to provide such emergency transportation, regardless of
whether caused by fault of any vehicle or other means of transportation and regardless of
whether caused by the negligence, Gross Negligence or other fault of any of Company Group.
44.11 Contractor shall endeavor to avoid or minimize any suspension of the Services and/or Work
due to adverse weather conditions and shall use its reasonable best efforts to proceed with the
Services and/or Work so long as safety can be maintained in accordance herewith. In the face
of impending adverse weather or hazardous conditions, Company Representative and
Contractor Representative, or their respective designates at the Worksite if so designated by
them, shall jointly discuss the precautionary measures to be taken in order to safeguard
personnel, equipment, facilities and the Services and/or Work. For the avoidance of doubt the
Parties agree that notwithstanding any adverse weather conditions and any action taken by a
Party pursuant to this Article 44.11, the existence of such adverse weather conditions shall not
entitle a Party to claim Force Majeure hereunder.

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44.12 Contractor shall be solely liable for and shall defend, indemnify, release and hold harmless
Company and Company Group from and against all Claims and Losses resulting from, relating
to or arising in connection with pollution or contamination (including the cleanup thereof) that
originates from spills or releases of any substances under the control of any member of
Contractor Group or from the apparatus, tools or equipment of any member of Contractor
Group.
44.13 At all times, Contractor shall bear the duty to determine whether the Services and/or Work can
be safely continued or undertaken. Contractor shall be responsible for ensuring that proper
precautions have been and are continuing to be taken for the safety of the environment, property
and personnel at the location of the Services and/or Work and that Contractor’s equipment and
materials are, in all respects, capable to undertake any given Services and/or Work safely under
the existing and reasonably foreseeable conditions. Contractor shall have the right to suspend
its performance of the Services and/or Work if, in Contractor’s reasonable judgment, the
continuation of performance will pose a serious threat to the environment or the health and
safety of people and property at the place of the Services and/or Work. Contractor shall
immediately advise Company if Contractor considers it necessary to suspend operations in
accordance with this Article 44.13 and shall provide in writing its reasons therefor.
44.14 Contractor’s refusal or inability to remedy any hazardous working practice or to perform the
required modification to its equipment, to avoid or remedy a dangerous or hazardous situation
within the time frame specified by Company related thereto, shall constitute a fundamental
breach of this Contract and Company may, in addition to and without prejudice to any other
rights and remedies Company may have, terminate this Contract immediately by giving written
notice thereof to Contractor.

45. Joint Preparation

Each Party acknowledges and agrees that, prior to its execution and delivery hereof, it has been
advised by counsel with respect to each provision of this Contract, and consequently each
provision of this Contract shall be construed as though all Parties participated equally in the
drafting of the same. The Parties acknowledge and agree that any rule of construction that a
document is to be construed against the drafting party shall not be applicable to this Contract.

46. Notices
46.1 Except as expressly provided to the contrary in this Contract, all notices under or pursuant to
this Contract must be in writing or confirmed in writing as provided herein and shall be
transmitted by email, facsimile, via hand or courier service, addressed to the Parties as set forth
in Exhibit C.
46.2 Communications given or served shall in the case of transmission by facsimile, via hand or
courier, be effective upon delivery of same in readable form, with delivery of facsimile
evidenced by sending facsimile machine confirmation. In the case of communications given or
served by the transmission of an email, these shall be effective upon confirmation of receipt by
the relevant Party.
46.3 A Party shall have the right from time to time during the Term hereof to change its address
and/or the Person to whom communications are to be sent, by written notice to the other Party
in accordance with this Article 46.

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47. Multiple Counterparts
This Contract may be executed in any number of counterparts, each of which shall be deemed
an original and all of which shall constitute one and the same agreement. In the event that a
copy of the signed Contract is delivered by facsimile transmission or by email delivery of a
“pdf” format data file, to the other Party, then such signature shall create a valid and binding
obligation of the Party executing (or on whose behalf the signature is executed) and shall have
the same force and effect as the delivery of an original of this Contract containing the original
signature of such Party.

IN WITNESS WHEREOF, this Contract has been executed by the Parties, effective as of the date
above indicated.

Company Contractor

Tatweer Petroleum – Bahrain Field TBA

Development Company W.L.L

By: ____________________________ By: ____________________________

Name: ____________________________ Name: ____________________________

Title: ____________________________ Title: ____________________________

and Authorized Signatory and Authorized Signatory

Date: _____________________________ Date: _____________________________

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