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The CONTRACT (as defined hereunder), effective as of [Insert Effective Date as Day Month Year] (the “Effective Date”), is between
[INSERT CHEVRON ENTITY NAME AND TYPE OF LEGAL ENTITY FOR CHEVRON] (“Company” or “Chevron”) and [INSERT
CONTRACTOR NAME], A [INSERT TYPE OF LEGAL ENTITY FOR CONTRACTOR] (“Contractor” or “Supplier”).
Scope of Contract
Contractor shall provide or shall cause its Affiliates to provide products and services to Company as specifically requested in a Work
Order issued by Company (or its Affiliate) to Contractor (or its Affiliate) from time to time.
Term
The Contract is effective from the Effective Date and continues in effect until terminated in accordance with the terms and conditions of
the Contract.
Interpretation and Exhibits
The words “includes” and “including” are illustrative, not limiting, and the word “or” is not exclusive. Unless otherwise indicated in the
Contract, any references to "days" will be to calendar days. Any exhibit attached to the Contract is part of the Contract and all Work
Orders. When an exhibit is attached to a Work Order, the terms of the exhibit apply only to that Work Order. When a Country Addendum
is executed under this Contract, the terms of a Country Addendum apply only to the Work performed in, or in connection with Company’s
operations in, that country. If the currency is not United States Dollars (“US$”), references to US$ currency mean the respective currency
equivalent at the prevailing currency exchange rate published in the Wall Street Journal website or mutually agreed currency conversion
source or formula agreed to in a Work Order. As of the Effective Date of the Contract, the following exhibits are attached and made part
of the Contract and all Work Orders:
Check all applicable exhibits:
Scope of Work Exhibit Materials Management Services Exhibit
Compensation Exhibit Seismic Data Processing Services Exhibit
Work Order Form Exhibit Staff Augmentation Services Exhibit
Country Addendum Form Exhibit Construction Services (Minor Works) Exhibit
Products Exhibit Additional Insurance Provisions Exhibit
IRSM Exhibit Additional Tax Provisions Exhibit
Cloud Exhibit Mutual Release and Indemnity Between Contractor and
Released Contractor Group Exhibit
Comprehensive Data Privacy Provisions Exhibit Work Performed in Company’s Area of Operations Exhibit
Intellectual Property Provisions Exhibit Parent Company Guarantee Exhibit
Equipment Rental Exhibit International Political Consulting Services Exhibit
Laboratory Testing and Analytical Services Exhibit
Signature: Signature:
Name: Name:
Title: Title:
1. DEFINITIONS
In the Contract, these capitalized words or expressions have the following meanings:
“Affiliate” means any legal entity which, directly or indirectly, controls, is controlled by, or is under common control with another
legal entity. An entity is deemed to control another if it owns directly or indirectly at least 50% of the shares or interests entitled to
vote.
“Applicable Law” means any law, regulation, rule, statute, order, policy, license, registration, and any other standard or
requirements having the effect of law that applies to the Work, the Contract, or the Parties.
“Area of Operations” means the area within Company’s operational control where Work or any part of the Work is performed,
including as described in any Work Order, and any other area defined as the Area of Operations in the Company’s Independent
Contractor Health, Safety, and Environmental Guidelines (“HSE Guidelines”).
“Claim” means any claim, liability, loss, demand, damage, cost, lien, encumbrance, proceeding, cause of action, obligation,
requirement, penalty, fine, interest and award, whether arising by law, contract, tort (including negligence), voluntary settlement,
or in any other manner.
“Company” is defined in the introductory paragraph of the Contract. When referring to a Country Addendum or Work Order,
“Company” means Company or its Affiliate named in such Country Addendum or Work Order.
“Company Group” means Company, its Affiliates, its Joint Interest Owners, and the respective directors, officers, and employees
of all of them, and does not include Company’s contractors and subcontractors.
“Company Information” means all information (whether owned or controlled by Company) related to Company Group’s business,
including data, processes, and technology disclosed in any form to Contractor under the Contract, and includes all Work and
information developed specifically for Company under the Contract. Company Information excludes Contractor Background
Technology.
“Contract” means the Cover Page, the incorporated Terms and Conditions (collectively the “body of the Contract”), all exhibits
attached to the Contract, and the relevant Work Order.
“Contractor” is defined in the introductory paragraph of the Contract. When referring to a Country Addendum or Work Order,
“Contractor” means Contractor or its Affiliate named in such Country Addendum or Work Order.
“Contractor Background Technology” means technology that is owned or licensed by Contractor prior to the Effective Date, or
that is generated or created after the Effective Date independently of the Contract.
“Contractor Group” means Contractor, its Affiliates, their subcontractors of any tier, and the respective directors, officers, and
employees of all of them, and any person acting on their behalf.
“Joint Interest Owner” means any person, including any individual, company, association, partnership, state, statutory
corporation, government entity, or any other legal entity and their successor-in-interest with whom Company or its Affiliate has a
legal or contractual relationship regarding the ownership of the project, joint venture, or license for which the Work is used.
“Party” means either Company or Contractor, and “Parties” means both.
“Personal Data” means any information that can be used directly or indirectly, alone or in combination with other information, to
identify an individual.
“Required Standard of Performance” means in a good and workmanlike manner and in accordance with (A) generally accepted
industry standards, (B) terms and conditions of this Contract (including the applicable Work Order), (C) Applicable Law, and (D) all
specifications and documentation.
“Transaction Taxes” means any value-added tax, goods and services tax, sales tax, or other excise taxes.
“Work” means the provision of all services, products, subscriptions, or rental equipment described in the Contract and requested
specifically under a Work Order, including related work product, materials, equipment, and deliverables.
“Work Order” means an order for Work issued in the form described in the Contract.
2. CONTRACTOR’S GENERAL OBLIGATIONS
2.1 Performance. Contractor shall perform the Work in accordance with the Required Standard of Performance. Contractor
represents and warrants that, as of the Effective Date and at the time of entering into this Contract or a Work Order,
(A) Contractor understands the nature and scope of the Work required under the Contract and (B) Contractor has the
technical competence, financial capacity, resources, and equipment necessary to perform the Work in accordance with the
Required Standard of Performance. Timing of Contractor’s performance is a material element of the Contract, and
Contractor shall perform the Work in a timely manner as set out in this Contract or a Work Order. Contractor must meet
these timing requirements at Contractor’s own cost. Contractor will ensure Contractor Group members comply with the
Contract.
2.2 Remedy. If Contractor fails to perform any part of the Work by the scheduled dates as set out in a Work Order, Company
may recover damages against Contractor in an amount equal to Company’s costs arising from such failure. If any part of
Contractor shall provide any and all Work as described in this Scope of Work Exhibit and requested in a Work Order in accordance with
Section 2.3 (Work Order) of the Contract.
Compensation information for this Contract will be as set out in a Work Order.
[START OF DRAFTING NOTE: Use this Alternate 1 - Compensation text for general products and services (& Seismic). If
Alternate 0 - Compensation for BU-Specific only with Work Order OR Construction Services (Minor Works) OR Alternate 2 -
Compensation for Staff Augmentation Services is used, delete this Alternate 1 text through End of Drafting Note. Delete note]
1. COMPENSATION
1.1 Basis of Compensation. Unless set out in the Work Order, the compensation payable by Company to Contractor for the
performance of the Work is set out below.
(A) [Insert compensation (e.g., hourly, daily, monthly, or fixed rates) and any other information that is applicable.
Alternatively, if a Price Book applies, refer to the Price Book here; see also General Provisions/Amendment
subsection of the Contract]
1.2 Rates. If rates are specified in this Compensation Exhibit or a Work Order, they begin on the date Contractor commences
the Work and end upon termination of the relevant Work Order.
1.3 Payment of Contractor’s Invoices. Company shall make payment of Contractor invoices to Contractor by (A) electronic
fund transfer to the account set out in Company’s electronic procurement system or (B) if agreeable by Company, by check
to the following Contractor address:
[Insert Contractor address for payment of invoices. If this is not applicable, insert "Payment by check does not apply."]
1.4 Travel Costs. If Company agrees to pay travel costs in a Work Order, Company shall reimburse Contractor for the actual
documented cost incurred by Contractor for transportation to and from Point of Origin and the Area of Operations, and any
other required travel pre-approved by Company. Unless previously agreed in writing by Company, the cost of air
transportation must not exceed the lowest available economy class fare, by the most direct route to the Area of Operations
from the Point of Origin or other place pre-approved by Company. Equipment shipments by air freight must be pre-approved
by Company. “Point of Origin” (for the purpose of determining transportation costs) has the meaning set out in a Work
Order. Taxes are reimbursed only as provided in the Contract.
1.5 Food, Lodging and Transportation.
(A) Company-Provided. If the Parties agree in a Work Order that Company will provide food, lodging, and
transportation, Contractor agrees to pay Company (1) all related costs as required by Applicable Law and set out
in the Work Order and (2) all the resulting tax liabilities (including withholding).
(B) Per Diem Compensation. If Company agrees in a Work Order to pay for food, lodging, and ground transportation
at the Area of Operations, Company shall either:
(1) Reimburse Contractor for the actual, reasonable, and documented costs incurred with no mark-ups; or
(2) Pay a per diem rate of [If applicable, insert per diem figure using proper country and currency symbols. If
this is not applicable, type "Does not apply."]
1.6 Accelerated Payment Program. Company is entitled to a discount if payment of an undisputed invoice is made prior to
the payment term set out in the Contract. Company will deduct [insert number]% from Contractor’s invoices that are
submitted online and paid within [insert number] days from submittal of the invoice online. For purposes of this provision:
(A) “the date of payment” means the date when electronic notification is sent to Company’s disbursement bank and (B) the
date of payment is calculated from the submission date of an online invoice that satisfies all of the requirements specified
in the Contract. If an invoice is returned to Contractor because it does not meet all the specified requirements, then the
date of payment calculation begins when Contractor corrects the deficiency and resubmits the corrected invoice.
1.7 Address for Receipt of Invoices. Contractor shall deliver invoices to Company at the following address or electronically
as instructed by Company:
[Insert Company's email or other address for invoices, or instruction for electronic submittal]
1.7 Accelerated Payment Program. Company is entitled to a discount if payment of an undisputed invoice is made prior to
the payment term set out in the Contract. Company will deduct [insert number]% from Contractor’s invoices that are
submitted online and paid within [insert number] days from submittal of the invoice online. For purposes of this provision:
(A) “the date of payment” means the date when electronic notification is sent to Company’s disbursement bank and (B) the
date of payment is calculated from the submission date of an online invoice that satisfies all of the requirements specified
in the Contract. If an invoice is returned to Contractor because it does not meet all the specified requirements, then the
date of payment calculation begins when Contractor corrects the deficiency and resubmits the corrected invoice.
1.8 Address for Receipt of Invoices. Contractor shall deliver invoices to Company at the following address or electronically
as instructed by Company:
[Insert Company's email or other address for invoices, or instruction for electronic submittal]
1. DEFINITIONS
1.1 In this Attachment 1 to Compensation Exhibit – Contractor Travel Compensation, these capitalized words or expressions
have the following meanings:
“Field Personnel” means Contractor Group personnel who do not primarily work in an office environment, including
fieldsman, craftsman, and similar positions.
“Office Personnel” means Contractor Group personnel who primarily work in an office environment, including engineers
and consultants.
“Per Diem” is defined in Section 4.3 of this Attachment 1 to Compensation Exhibit.
2. GENERAL REQUIREMENTS
2.1 Contractor shall ensure that Contractor Group personnel:
(A) Not seek reimbursement for mark-ups or administrative fees on expenses related to business travel. Travel should
be booked directly with the travel agencies by Contractor or through Company with no mark-ups.
(B) Use Company’s preferred travel agency unless Contractor has its own preferred travel agency for Contractor Group
personnel.
(C) Understand and comply with the terms of this Attachment 1 to Compensation Exhibit as it relates to reimbursement
of travel expenses.
(D) Obtain pre-approval from Company in writing (including by email) for each component of business travel.
(E) Use good judgment when considering traveling for business purposes, minimizing non-essential travel in favor of
more safe, cost-effective, and environmentally friendly alternatives whenever possible (including written
communications, phone/cell, video conferences, data conferences, or webcasts).
3. TRAVEL TIME COMPENSATION
3.1 Travel Time Compensation for Office Personnel.
(A) Non-Compensable Travel Time. Company will not compensate Contractor for travel time spent by Office
Personnel for travel to/from Point of Origin and to/from the Area of Operations when the total travel time is less than
24 hours each way.
(1) Compensable Travel Time.
(a) Day Rate. When travel time for Office Personnel is more than 24 hours, Company may reimburse
Contractor for travel time to/from Point of Origin and to/from the Area of Operations for personnel if
a day rate compensation for travel time is agreed to in a Work Order by Company.
(b) Hourly Rate. When compensation for Office Personnel is stated on an hourly basis, Company may
reimburse Contractor up to a maximum of 8 hours per day of travel time to/from Point of Origin and
to/from the Area of Operations for personnel if an hourly rate compensation for travel time is agreed
to in a Work Order by Company and no overtime will be applied.
(2) For any round trip, maximum total day rate compensation for travel time must not exceed 2 days.
(3) Company will not compensate travel time for mobilization and demobilization unless specifically described
in a Work Order.
(4) Office Personnel working on a rotational basis will not be entitled to travel day compensation.
(5) Travel arrangements must reflect the most direct route from/to the Point of Origin and to/from the Area of
Operations.
(B) Travel Time Compensation for Field Personnel.
(1) Company shall reimburse Contractor for the travel time spent by Field Personnel that is necessary for the
performance of Work.
(2) Travel time must be billed at applicable hourly/day rates and will not exceed 8 hours per day and no overtime
will be applied.
(3) Field Personnel working on a rotational basis will not be entitled to travel time compensation.
(4) Travel arrangements must reflect the most direct route from/to the Point of Origin and to/from the Area of
Operations.
4. PER DIEM OR REIMBURSABLE AND TRAVEL-RELATED PAY CONDITIONS AND PRICING
4.1 Election of Travel Expense Compensation. Reimbursable expense will apply. Per Diem is allowable only if pre-approved
in writing by a Company representative and designated in a Work Order.
4.2 Eligibility Conditions for Travel Compensation. If any eligibility requirement in this Section is not met, then Contractor
is not entitled to receive any travel compensation, whether Per Diem or reimbursement. Contractor shall furnish
(a) In the event Per Diem is to be paid in a currency other than U.S. Dollars (US$) (for non-US locations);
Contractor shall use the prevailing currency exchange rate published in the Wall Street Journal
website or mutually agreed currency conversion source (agreed in a Work Order), to calculate the
equivalent amount in the local currency prevailing on the date of invoice. Contractor shall provide
evidence of the exchange rate conversion used when submitting invoices.
This WORK ORDER dated as of [Insert Date of Work Order as Day Month Year] is between [INSERT CHEVRON ENTITY NAME OR
ITS AFFILIATE AND TYPE OF LEGAL ENTITY FOR CHEVRON OR ITS AFFILIATE] (“Company” or “Chevron”) and [INSERT
CONTRACTOR NAME OR ITS AFFILIATE], A [INSERT TYPE OF LEGAL ENTITY FOR CONTRACTOR OR ITS AFFILIATE]
(“Contractor” or “Supplier”).
This Work Order is entered into by Company and Contractor in connection with Contract No. [Insert Contract Number] (“Contract”) dated
[Insert Effective Date of Contract as Day Month Year] between [INSERT CHEVRON ENTITY NAMED IN CONTRACT] and [INSERT
CONTRACTOR ENTITY NAMED IN CONTRACT]. The terms and conditions of the Contract (and any applicable Country Addendum)
are incorporated by reference into this Work Order. Contractor shall perform the Work described below in accordance with the Contract
and this Work Order.
[For each main heading, insert subsection text by applying the styles Exhibit Level 2-4 for outline numbering (for single
paragraph under main title, use style Exhibit Level 2 and deselect Numbering button). Process applies to all exhibits. Delete
note]
1. DESCRIPTION OF WORK[Drafting Note: If a Scope of Work Exhibit applies, include “Refer to Scope of Work Exhibit
attached to [the Contract] [or] [this Work Order]”. Delete note.]
2. TECHNICAL AND OTHER REQUIREMENTS
3. REQUIREMENTS OF PERSONNEL
4. [Drafting Note: Include this section if the Compensation Exhibit text for Staff Augmentation is used with Contract. Delete
entire section if Compensation Exhibit text for general products and services (& Seismic) is used. Delete note.]KEY
PERSONNEL
5. RESULTS, DELIVERABLES, AND MILESTONES
6. STARTING AND COMPLETION DATES
6.1 [Include schedule and timing if applicable]
7. LOCATION OF WORK
8. AREA OF OPERATIONS
9. RENTAL EQUIPMENT
9.1 [Include rental equipment descriptions, shipping point, return point, and return date. If not applicable, delete Rental
Equipment section]
10. DESCRIPTION OF PRODUCTS
11. PRODUCT REQUIREMENTS
12. DELIVERY SCHEDULE
13. SHIPPING TERMS FOR PRODUCTS
13.1 Shipping Point.
13.2 Delivery Point.
13.3 Title Transfer Point. Title transfer point is determined in accordance with Section 3 (Delivery and Title Transfer) of the
Products Exhibit, unless otherwise specified in the Work Order.
[Insert if title transfer point is different from what is specified in the Products Exhibit. If this is not applicable, insert "Does
not apply."]
13.4 Destination Point. This is where products will be transported to and used by Company. (Insert if different from Delivery
Point; if this if not applicable, insert "Does not apply")
13.5 Incoterms.
CFR* DAP DPU DDP
Ex Works (Only if the shipping point and Delivery Point are in the same jurisdiction where products will be used.)
FCA* FOB*
[*For CFR, FCA, or FOB, see Chevron Non-Confidential Instructions for Use of Incoterms.]
14.1 Reimbursable Expenses and Costs. If applicable and pursuant to the Compensation Exhibit of the Contract, reimbursable
expenses and costs related to travel expense Point of Origin locations and reimbursements for Per Diem and reimbursable
compensations are as follows:
(A) “Point of Origin” means [Insert the point of origin for Contractor from which Contractor's personnel are mobilized.
If this is not relevant, insert "Does not apply."]
(B) Per Diem Compensation.
[Insert Per Diem figure(s). If this is not applicable, insert "Does not apply."]
(C) Reimbursable Compensation.
[Insert reimbursable compensation figure(s). If this is not applicable, insert "Does not apply."]
14.2 Currency.
14.3 Payment Information. [Include payment information if different from Compensation Exhibit. If same, type "Refer
to Compensation Exhibit". Delete note.]
15. EXHIBITS
15.1 The following exhibits are attached to and are part of the Work Order:
(A) [List the exhibits attached to this Work Order. If there are no exhibits, delete this section. Delete note.]
16. COMPANY AND CONTRACTOR CONTACTS; EMAILS AND ADDRESSES FOR NOTICE
16.1 Company Contact Information. [Insert Company Contact name, email, and physical address]
16.2 Contractor Contact Information. [Insert Contractor Contact name, email, and physical address]
Signature: Signature:
Name: Name:
Title: Title:
[START OF DRAFTING NOTE: Use this Alternate 2 - Work Order text for Seismic Data Processing Services. If Alternate 1 - Work
Order for general products and services (& Staff Augmentation) OR Alternate 3 - Work Order for Construction Services (Minor
Works) is used, delete this Alternate 2 Work Order text through End of Drafting Note. Delete note.]
WORK ORDER No. [Insert Work Order Number]
This Work Order is entered into by Company and Contractor in connection with Contract No. [Insert Contract Number] (“Contract”) dated
[Insert Effective Date of Contract as Day Month Year] between [INSERT CHEVRON ENTITY NAMED IN CONTRACT] and [INSERT
CONTRACTOR ENTITY NAMED IN CONTRACT]. The terms and conditions of the Contract (and any applicable Country Addendum)
are incorporated by reference into this Work Order. Contractor shall perform the Work described below in accordance with the Contract
and this Work Order.
[For each main heading, insert subsection text by applying the styles Exhibit Level 2-4 for outline numbering (for single
paragraph under main title, use style Exhibit Level 2 and deselect Numbering button). Process applies to all exhibits. Delete
note]
1. LIST OF DATA FOR PROCESSING
1.1 [Insert list of input Data to be processed; describe country of origin, name and area/block, type of seismic survey, size of
the area/block; list specific data volumes and media.]
2. DESCRIPTION OF WORK[Drafting Note: If a Scope of Work Exhibit applies, include “Refer to Scope of Work Exhibit
attached to [the Contract] [or] [this Work Order]”. Delete note.]
3. AREA OF OPERATIONS
4. SEISMIC PROCESSING QC DISPLAYS
4.1 [Insert reference to specific Seismic QC Display Manuals that Contractor will be required to reference. Contact CTC -
Acquisition, Processing and Contractor QC team for assistance when drafting this Work Order.]
4.2 Supplier shall reference appropriate QC Manuals to shape the QC plan for both fast track and production workflow.
Company will provide appropriate guidance upon request.
5. REPORTING, DELIVERABLES, AND MILESTONES
6. STARTING AND COMPLETION DATES
6.1 [Include schedule and timing if applicable]
7. LOCATION OF CONTRACTOR PROCESSING CENTER
8. KEY PERSONNEL
9. REQUIREMENTS OF PERSONNEL
10. SHIPPING TERMS FOR DELIVERABLES
10.1 Shipping Point.
10.2 Delivery Point.
10.3 Title Transfer Point. Title transfer point is determined in accordance with Section 3 (Delivery and Title Transfer) of the
Products Exhibit, unless otherwise specified in the Work Order.
[Insert if title transfer point is different from what is specified in the Products Exhibit. If this is not applicable, insert "Does
not apply."]
10.4 Destination Point. This is where products will be transported to and used by Company. (Insert if different from Delivery
Point; if this if not applicable, insert "Does not apply")
10.5 Incoterms.
CFR* DAP DPU DDP
Ex Works (Only if the shipping point and Delivery Point are in the same jurisdiction where products will be used.)
FCA* FOB*
[*For CFR, FCA, or FOB, see Chevron Non-Confidential Instructions for Use of Incoterms.]
11.1 Currency.
11.2 Payment Information. [Include payment information if different from Compensation Exhibit. If same, type "Refer
to Compensation Exhibit". Delete note.]
12. EXHIBITS
12.1 The following exhibits are attached to and are part of the Work Order:
(A) [List the exhibits attached to this Work Order. If there are no exhibits, delete this section. Delete note.]
13. COMPANY AND CONTRACTOR CONTACTS; EMAILS AND ADDRESSES FOR NOTICE
13.1 Company Contact Information. [Insert Company Contact name, email, and physical address]
13.2 Contractor Contact Information. [Insert Contractor Contact name, email, and physical address]
Signature: Signature:
Name: Name:
Title: Title:
[START OF DRAFTING NOTE: Use this Alternate 3 - Work Order text for Construction Services (Minor Works). If Alternate 1 -
Work Order text for general products and services (& Staff Augmentation) OR Alternate 2 - Work Order for Seismic Processing
Services is used, delete this Alternate 3 Work Order text through End of Drafting Note. Delete note.]
WORK ORDER No. [Insert Work Order Number]
This WORK ORDER dated as of [Insert Date of Work Order as Day Month Year] is between [INSERT CHEVRON ENTITY NAME OR
ITS AFFILIATE AND TYPE OF LEGAL ENTITY FOR CHEVRON OR ITS AFFILIATE] (“Company” or “Chevron”) and [INSERT
CONTRACTOR NAME OR ITS AFFILIATE], A [INSERT TYPE OF LEGAL ENTITY FOR CONTRACTOR OR ITS AFFILIATE]
(“Contractor” or “Supplier”).
This Work Order is entered into by Company and Contractor in connection with Contract No. [Insert Contract Number] (“Contract”) dated
[Insert Effective Date of Contract as Day Month Year] between [INSERT CHEVRON ENTITY NAMED IN CONTRACT] and [INSERT
CONTRACTOR ENTITY NAMED IN CONTRACT]. The terms and conditions of the Contract (and any applicable Country Addendum)
are incorporated by reference into this Work Order. Contractor shall perform the Work described below in accordance with the Contract
and this Work Order.
[For each main heading, insert subsection text by applying the styles Exhibit Level 2-4 for outline numbering (for single
paragraph under main title, use style Exhibit Level 2 and deselect Numbering button). Process applies to all exhibits. Delete
note]
1. PROJECT NAME: [Insert Project Name for Project]
2. PROJECT DESCRIPTION: [Insert description of Project]
3. FACILITY: [Insert description of Facility as required by the Construction Services (Minor Works) Exhibit of the Contract; see
"Project" and "Facility" definitions]
4. SCOPE OF WORK
4.1 Refer to Scope of Work Exhibit attached to the Work Order.
5.2 Performance Security. If applicable, the following are required from Contractor under the Work Order:
(A) Retention of 10% for each invoice [Insert "applies" or "does not apply"].
(B) Letter of Credit/Bank Guarantee [Insert "applies" or "does not apply"].
(C) Parent Company Guarantee [Insert "applies" or "does not apply"].
6. COMMENCEMENT AND COMPLETION DATES
6.1 Commencement Date for Start of Work. [Insert date when Contractor must start Work as Day Month Year]
6.2 Scheduled Completion Date. [Insert Scheduled Completion Date by which Contractor's Work and Milestones must be
fully performed as Day Month Year]
Milestone Scheduled Completion Date
Signature: Signature:
Name: Name:
Title: Title:
Submission Date by Contractor: [Insert Change Order Request submission date by Contractor]
Change Order Request for: Contract No. [Insert Contract number from master contract]
Work Order No. [Insert Work Order number from applicable work order]
This Change Order is issued in accordance with Section 3 (Change) of the Construction Services (Minor Works) Exhibit of the Contract
as evidence of the agreement reached between Company and Contractor Representatives with regard to any Change to the Work directed
by Company and performed by Contractor. The Change as described below is integrated into the Work Order as follows.
3.2 Effect on Schedule. The Scheduled Completion Date(s) are adjusted as follows:
(A) [Insert adjusted Scheduled Completion Date(s) as listed in the Work Order]
3.3 Effect of Change Order.
The assessed value of the Change Order covers the entire Compensation and Contractor entitlement for the Change. This
includes, compensation for all engineering, Contractor Material, and Contractor Equipment, transportation, subcontracts,
labor, overhead, interest, profit, loss, costs, changes in scope or sequencing and/or scheduling, additions, deletions, effects
on productivity, delays, disruptions, ripple effects, impacts, extra work, quantum meruit and/or equitable adjustment(s) as
well as any further Claims for compensation for any of them, resulting directly or indirectly from the Change. All present
and any future Claims against Company that are incidental to, or as a consequence of, the Change are satisfied by this
adjustment.
4. ATTACHMENTS
4.1 [Insert any relevant attachments to Change Order]
Signature: Signature:
Name: Name:
Pursuant to Contract No. [Insert Contract number] dated [Insert Effective Date from Contract as Day Month Year] (“Contract”) and Work
Order No. [Insert Work Order number] dated `[Insert effective date from Work Order] between [Insert Contractor details] (“Contractor”)
and [Insert Chevron details] (“Company”), Contractor acting for and on behalf of itself and Contractor Group, with incorporation of the
following Changes:
Entered this [Insert Day; examples: 1st, 2nd, 3rd, 4th, etc.] day of [Insert Month and Year][
CONTRACTOR WITNESS
[Insert Legal Entity Name for Contractor named in Work Order]
By: By:
Name: Name
Title: Title:
Date: Date:
This COUNTRY ADDENDUM (“Country Addendum”) for Nigeria dated as of [Insert Effective Date] (the “Country Addendum
Effective Date”) is between [INSERT CHEVRON ENTITY NAME OR ITS AFFILIATE AND TYPE OF LEGAL ENTITY FOR
CHEVRON OR ITS AFFILIATE] (“Company”) and [INSERT CONTRACTOR NAME OR ITS AFFILIATE] (“Contractor”) in
connection with [Insert Contract Number] effective as of [Insert Effective Date of Contract as Day Month Year] between [INSERT
COMPANY NAMED IN CONTRACT] and [INSERT CONTRACTOR NAMED IN CONTRACT] (“Contract”).
AGREEMENT
1. PURPOSE OF COUNTRY ADDENDUM
1.1 [Drafting Note: If this section 1.1 applies, please delete this note. If this section 1.1 does not apply, delete this note
and this section 1.1 entirely]Company is an Affiliate of [INSERT COMPANY NAMED IN CONTRACT].
1.2 [Drafting Note: If this section 1.2 applies, please delete this note. If this section 1.2 does not apply, delete this note
and this section 1.2 entirely]Contractor is an Affiliate of [INSERT CONTRACTOR NAMED IN CONTRACT].
1.3 Pursuant to the Geographic Scope Section of the Contract, Company and Contractor are entering into this Country
Addendum to set forth the terms for Work performed under the terms and conditions of the Contract by Contractor in, or in
connection with Company’s operations in, Nigeria.
1.4 The terms and conditions of the Contract are incorporated by reference into this Country Addendum.
1.5 If a conflict exists between the Contract and this Country Addendum modifying the terms and conditions of the Contract for
Nigeria, then the Country Addendum prevails to the extent of a conflict with the Contract with respect to performance in, or
in connection with Company’s operations in, Nigeria.
“Local Community Contractor” means any Person from those Nigerian communities recognized as local stakeholders in
and around the work area or work site.
“Nigerian Content” as defined in the Nigerian Oil and Gas Industry Content Development Act (“Act”) means the quantum
of composite value added to, or created in, the Nigerian economy by a systematic development of capacity and capabilities
through the deliberate utilization of Nigerian human, material resources and services in the Nigerian oil and gas industry.
3. Section 3.1(C) of the Contract is deleted in its entirety and replaced with the following:
(c) Contractor’s tax registration number (including the value added tax registration number where this is different from
the general tax registration number).
13.2 The Parties shall exclusively and finally resolve any dispute using direct negotiations and arbitration as set out in this
Section. If any dispute arises out of or in connection with the Contract, including any question regarding its existence,
validity, or termination, either Party may initiate the dispute resolution process by giving notice to the other Party. If the
dispute cannot be resolved by direct negotiations within 90 days from the date of written notice initiating the dispute
resolution process, either Party may initiate binding arbitration. The seat of arbitration will be Lagos, Nigeria. One
arbitrator (or three arbitrators if the monetary value of the dispute is more than US$5,000,000) will conduct the
13.3 No person who is not a Party to this Contract has any rights under this Contract or may enforce any provision in this
Contract, except where a member of Company Group or Contractor Group is entitled to insurance, defense, release,
limitation of liability, or indemnity protection under this Contract.
The following Nigerian Content Guidelines and attachment are made part of this Country Addendum.
• Attachment 1 – Nigerian Content Reporting Form
• Attachment 2 – Monthly Nigerian Content Report
2.4.1.1 Contractor shall comply (and ensure that all members of Contractor Group comply) with all Applicable Laws, the Act
and these Nigerian Content Guidelines (“Content Guidelines”).
2.4.1.2. Contractor shall provide (and ensure that all members of Contractor Group provide) high quality, cost effective,
competitively priced materials and services during the Term of this Contract and seek opportunities and implement
processes to ensure compliance with Applicable Laws concerning Nigerian Content by pursuing all of the following:
2.4.1.2.3 Tracking the amount spent for the procurement of locally-provided materials and services.
2.4.2.1. Before the Effective Date, Contractor shall prepare a Nigerian Content Execution Plan (“NCEP”) for the purposes
of expanding opportunities for locally-owned businesses to supply materials and services and to increase the amount spent in
Country for the procurement of materials and services. Contractor shall, where applicable, provide Company with details of its
Nigerian Content Execution Plan submitted as part of its technical requirements at the technical stage (“ITT”) of the tender for
this Contract.
2.4.2.2. Contractor shall ensure that the NCEP complies with Applicable Laws, relevant Company policy, these Content
Guidelines and generally accepted good international industry practice for the industry in which the Services are to be provided.
If a conflict exists between components of the NCEP, Content Guidelines, Applicable Laws, relevant Company policy and industry
practice, Contractor shall comply with the most stringent to the extent that it is legal.
2.4.2.3 The NCEP shall, where applicable, meet the following minimum requirements:
2.4.2.3.1 Encourage the use of Made-in-Nigeria goods and Services in the Work.
2.4.2.3.2 Name and address of any Subcontractor, Vendor or Supplier performing any part of the Work using Nigerian Labor or
Material.
2.4.2.3.3 Provide a detailed description of part of the Services being performed by Contractor, any Subcontractor or Vendor or
Supplier using Nigerian labor, indigenous Subcontractor or Services. The analysis must relate the percentage of work
being done utilizing Nigerians to the overall total Work Scope.
2.4.2.3.4. Provie a detailed description of any proposed ‘Training Programs’ to train Nigerian Nationals to enable Contractor,
Subcontractors, Suppliers to perform the Work including the ‘Numbers of Personnel to be trained’, the ‘Type of Training’,
and the ‘Training Schedule’.
2.4.2.3.7. State the location of Project Management Team and Procurement Center in Nigeria.
2.4.2.3.8 Provide details of in-Nigeria assets (workshops, repair shops and storage).
2.4.2.3.10. Submit photocopies of Corporate Affairs Forms CAC 2, CAC 7, and CAC 10.
2.4.2.4. Contractor shall submit the Nigerian Content Reporting Form set out as Attachment 1 by the tenth day of each
month during the time that Services are being performed under a Service Order.
2.4.3.1. Contractor shall engage, train and develop capacity and capabilities of indigenous suppliers, subcontractors and
personnel to perform work for which they are qualified and competitively priced. Company makes no representations
as to the suitability or any other qualification of indigenous suppliers, subcontractors and personnel and accepts no
liability whatsoever for any Claims that may arise from their performance.
2.4.3.2. Contractor shall identify additional work that may be performed by utilizing indigenous suppliers, subcontractors
and personnel.
2.4.3.3. Nothing in these Content Guidelines shall limit or reduce Contractor’s release, liability and indemnity obligations
under this Contract.
2.4.4. TRAINING
2.4.4.1. Contractor shall train Nigerians culled from the Nigerian Content Development & Monitoring Board (NCDMB)
database under the Nigerian content human capacity development initiative. This is an extra provision over the
man-hours/costs usually made available by contractors for training their own personnel.
2.4.4.3. Contractor shall engage, train and develop local Subcontractors to perform work for which they are reasonably
qualified and have reasonably competitive pricing.
2.4.5.1. Successful bidder(s) shall submit to Company, on a quarterly basis, a report on its/their R&D activities.
2.4.6. GENERAL
2.4.6.1. Company, acting as Operator on behalf of itself and its partner(s) has an objective of supporting the development
of local companies and increasing total/composite local spend. Contractor is therefore expected to furnish local
Content Plans to support this initiative. This should include the percentage (%) of Nigerian workforce involved in
the Contract Scope activities including supervision. Attachment 2 “Monthly Nigerian Content Report”, which
documents the amount of Nigerian Content utilized, shall be submitted to Company each Month.
2.4.6.3. Contractor shall identify additional work that will be executed by utilizing indigenous Suppliers, Subcontractors and
Personnel.
2.4.6.4. Contractor shall identify any of such indigenous Subcontractors including those that form a workable ‘Alliance.’
Contractor shall submit the Monthly Nigerian Content Report not later than the 10th Day of each Month during the
time that Services are being performed under a Service Order as indicated in Attachment 2 to this Country
Addendum.
2.4.6.5. Failure to submit this Monthly Report will result in the suspension of all Payment until the backlog of Monthly Reports
is received.
2.4.7. NIGERIAN CONTENT REQUIREMENTS - provide the following that apply to the performance of the services or
supply of products:
2.4.7.1. Evidence of Percentage of Nigerian Equity ownership (Forms C02 and CO7).
2.4.7.2. Details where the project management team and Procurement center will be located in Nigeria.
2.4.7.3. Evidence of In-country presence: Location and addresses of company head office, fabrication yard, and warehouse.
2.4.7.4. List of Nigerian Sub-contractors/Vendors with materials and services to be procured from the subcontractor/vendor.
2.4.7.5. Details of location of where 100% of all engineering and design activities associated with this project will be carried out in Nigeria.
2.4.7.6. Nigerian scope of work as percentage of the overall project scope in % terms on this project.
2.4.7.7. List of equipment, materials and goods that are to be locally sourced on this project.
2.4.7.8. Where a company is in joint venture partnership or consortium, evidence of such a relationship in form of MOA or pre-bid agreement signed
by the chief executives of both companies and partners.
2.4.7.9. The percentage of Nigerians in the Project management team on this project. Also include the ratio of Nigerians to Expatriates to be engaged
on this project and a detailed plan by location and resource type.
2.4.7.10. Detailed training plan for Nigerian workforce. Evidence of past training in the last two years is required.
2.4.7.11. Nigerian content development plan as per clause 3 above highlighting how tenderer will fully comply with Nigerian content requirements on
this project.
Signature: Signature:
Name: Name:
Title: Title:
This Information Risk Strategy Management (“IRSM”) exhibit supplements the body of the Contract.
1. DEFINITIONS
In this exhibit, these capitalized words or expressions have the following meanings:
“Company Assets” means information systems, including hardware, software, and Company Information that are owned,
licensed, leased, operated, or controlled by any Company Group member.
“Information Protection Safeguards” means measures for preventing loss, alteration, or unauthorized use of Company
Information during accessing, storage, processing, or transmission of Company Information.
“Security Compromise” means any actual or reasonably suspected vulnerability, breach, denial, exfiltration, hacking, destruction,
or other misuse of Company Assets that compromises (A) the safety of personnel or the environment, (B) Personal Data, (C) the
confidentiality, integrity, or availability of Company Assets, or (D) the operations of Company or any Company Group members.
“Vulnerability” means any deficiency, susceptibility, omission, defect, or vulnerability in the use of equipment, deliverables, or
Contractor applications that may compromise the integrity or security of Company Assets or may lead to a non-conformity with
respect to Contractor’s obligations under the Contract.
2. INFORMATION PROTECTION SAFEGUARDS
2.1 Contractor shall establish and maintain Information Protection Safeguards that comply with industry standards, including
ISO 27001/27002 and NIST 800-53, and any specific measures agreed to by the Parties in a Work Order resulting from
an information risk assessment conducted by Company. Contractor shall provide to Company information required to
validate compliance with Information Protection Safeguards or to update an information risk assessment related to the
Work.
2.2 [Drafting Note: For purchases of Process Control Networks (PCN), include the following Section. Otherwise
Delete.][Process Control Networks. Contractor shall establish and maintain Information Protection Safeguards that
comply with industry standards, including NIST 800-82 and ISA/IES 62443, and any specific measures agreed to by the
Parties in a Work Order resulting from an information risk assessment conducted by Company. Contractor shall provide to
Company information required to validate compliance with Information Protection Safeguards or to update an information
risk assessment related to the Work.]
2.3 [Drafting Note: For purchases of Point of Sale (POS) Devices, include the following Section. Otherwise
Delete.][Point of Sale (POS) Devices. Contractor shall establish and maintain Information Protection Safeguards that
comply with industry standards, including the Payment Card Industry Data Security Standard (PCI-DSS), and any specific
measures agreed to by the Parties in a Work Order resulting from an information risk assessment conducted by Company.
Contractor shall provide to Company information required to validate compliance with Information Protection Safeguards
or to update an information risk assessment related to the Work.]
3. SECURITY COMPROMISES
3.1 Reporting and Advisories. Contractor shall report to Company any Security Compromise immediately after Contractor
believes that the Security Compromise has occurred. Within 5 business days, Contractor shall provide to Company a
written confirmation of the Security Compromise and any advisories received by Contractor relating to third-party products
in the Work.
3.2 Incident Response. Contractor shall promptly implement an incident response plan in the event of a Security Compromise.
Contractor shall provide Company with the name and contact information of a Contractor employee to serve as the primary
security contact. Contractor shall provide Company with uninterrupted access to Contractor’s incident analysis related to
the Security Compromise.
3.3 Cooperation. Contractor shall assist Company with any investigation related to a Security Compromise, and making
available all records, logs, and other information required to comply with Applicable Law, industry standards, or Company’s
request.
3.4 Correction Obligation. Contractor shall immediately remedy a Security Compromise and take all actions to minimize the
impact to Company Group and to prevent any further Security Compromise.
4. WARRANTIES
4.1 Personnel. Contractor represents and warrants that Contractor Group members are qualified to provide the Work in
compliance with Applicable Law, and Contractor has implemented appropriate background checks for all Contractor Group
members having access to Company Assets.
4.2 Vulnerabilities. Contractor represents and warrants that prior to performance of the Work, Contractor has performed
dynamic application security testing and has taken other reasonable actions to confirm that the Work does not contain any
Vulnerabilities that may compromise the integrity or security of Company Assets. If Contractor later becomes aware of any
Vulnerability, then Contractor shall promptly remediate at Contractor’s sole cost and expense. Contractor must not enable
any “phone home” or other remote monitoring capabilities in Contractor products installed on Company Assets without
Company’s prior written consent.
These Company’s Independent Contractor Health, Safety, and Environmental Guidelines (“HSE Guidelines”) supplement the body of
the Contract.
1. DEFINITIONS
In these HSE Guidelines, these capitalized words or expressions have the following meanings:
“Bridging Document” means a document that allows Chevron to compare Contractor’s HSE management systems with
Chevron’s Contractor Operational Excellence Management Standard (“OEMS”). The Bridging Document addresses gaps and/or
conflicts between systems and documents agreement on how those gaps and/or conflicts will be resolved before Work
commences.
“COEM” means Company’s standard for Contractor Operational Excellence Management.
“Company Stop Work Responsibility/Authority” gives Company responsibility/authority to stop work by Contractor Group if it
is determined that any activity or the work environment is unsafe.
“Control of Work Standards” are safety practices identified through risk assessment of the Work performed, including Permit to
Work, hot work, confined space entry, isolation of hazardous energy (lockout/tagout), opening equipment, excavation, working at
heights, electrical work, simultaneous operations, bypassing critical protections, and lifting and rigging.
“HSE Safeguards” means the hardware and human actions designed to directly prevent or mitigate an incident or impact.
“Motor Vehicle Safety Program” means program in place to manage land transport activities and heavy equipment operations
including to earth moving equipment (e.g., dozers, loaders, dump trucks, etc.), lifting equipment (e.g., forklifts, man lifts, cranes,
etc.), and other equipment (e.g., drill rigs, mixers, etc.).
“PPE” means Personal Protective Equipment.
2. COMPLIANCE
2.1 Contractor shall perform the Work in a good and workmanlike manner, in accordance with generally accepted industry
practice, and in compliance with the Contract, Applicable Law, and codes and standards that Company provides to
Contractor from time to time. Timing of Contractor’s performance is a material element of the Contract, and Contractor
shall perform the Work in a timely manner as set out in this Contract or a Work Order. Contractor must meet these timing
requirements at Contractor’s own cost.
2.2 Contractor shall ensure that Contractor Group members are self-sufficient and competent to understand and comply with
written guidelines and instructions concerning Company’s operational requirements, including Company’s Independent
Contractor Health, Safety and Environmental Guidelines. These Independent Contractor HSE Guidelines are intended to
supplement, not replace, Contractor’s health, safety, and environmental management program. Contractor may implement
additional measures, as Contractor deems appropriate, to assure workplace health, safety, and environmental protection,
and Contractor shall implement all additional measures required by Applicable Law.
2.3 Contractor shall provide Company with the name of Contractor Group personnel who are competent to perform the health,
safety, and environmental (including security) protection roles independent of Company oversight, as well as Contractor’s
implementation of a COEM plan (“Contractor’s Plan”) in the Area of Operations.
2.4 Contractor shall ensure that Contractor Group members comply with Company’s HSE Guidelines and Operational
Excellence (“OE”) processes, procedures, codes, and standards that Company notifies to Contractor.
2.5 Company may require Contractor to participate in reviews by Company to ensure Contractor has appropriate processes,
procedures, risk assessments, job safety assessments, and mitigation plans in place. Company may conduct HSE audits
of Contractor Group members and any deficiencies noted in the audits and communicated to Contractor must be promptly
corrected or mitigated by Contractor.
2.6 Upon request by Company, Contractor will make information available to Company to demonstrate Contractor’s
compliance with this exhibit and will permit and assist with audits, including (where required) onsite inspections of
Contractor’s business premises or processing facilities, conducted by Company or a third party to assess Contractor’s
compliance with this exhibit.
3. CONTROL OF WORK
3.1 Contractor agrees that it is solely responsible for performing the Work in a manner which protects human health and the
environment, and Company has no obligation to monitor or enforce Contractor’s performance under these HSE Guidelines.
All costs associated with compliance with these HSE Guidelines are included in the compensation provided for under this
Contract. Contractor shall communicate these HSE Guidelines and any other health, safety, and environmental
requirements provided by Company to Contractor Group members prior to entering the Area of Operations. Contractor
shall maintain written documentation of its actions undertaken to fulfill these responsibilities in Contractor’s Plan.
3.2 Contractor shall ensure that its supervisors understand and perform their roles and responsibilities with regard to Control
of Work Standards.
This Drug, Alcohol, and Search Policy (“DAS Policy”) supplements the body of the Contract.
1. DEFINITIONS
1.1 As used in this DAS Policy, these terms have the following meanings in this Attachment 2 to Work Performed in Company’s
Area of Operations Exhibit:
(A) “Prohibited substance” means:
(1) Any substance included in the U.S. Federal Controlled Substances Act or its regulations, or that is unlawful
to possess, distribute, or sell under Applicable Law.
(2) Prescription drugs, which (a) are not obtained and used under a lawful prescription issued to the person
possessing them or (b) have been prohibited by Company for use in the Area of Operations by any personnel
or personnel performing specified functions.
(3) Lawful prescription medication with side effects that can cause physical or psychological impairment that
have not been evaluated by Contractor Group’s fitness or medical suitability programs.
(B) Prohibited substance or alcohol “test” or “testing” means any collection and analysis using urine, breath, saliva,
hair, or other samples to determine the presence of prohibited substances or alcohol in the body.
(C) “Under the influence of alcohol” or a “positive alcohol test” means having a confirmed breath alcohol
concentration (percent of BAC) of 0.04 percent or above or as defined under local DAS Company Policy.
(D) “Non-Negative” is a preliminary drug screen result pending laboratory confirmation or confirmed breath alcohol
concentrations between .02-.039 or as defined under local DAS Company Policy.
(E) Terms defined in the Company’s Independent Contractor Health, Safety, and Environmental Guidelines have the
same meaning in this DAS Policy.
2. GENERAL POLICY
2.1 Compliance. Contractor shall ensure that all Contractor Group members, including subcontractor groups, comply with this
DAS Policy and U.S. federal drug and alcohol testing requirements set out in this DAS Policy while performing Work in the
Area of Operations, except to the extent that compliance would violate Applicable Law.
2.2 Program and Training. Contractor Group shall have in place a prohibited substance and alcohol testing program, and a
training program that meets or exceeds the requirements provided in this DAS Policy.
2.3 Notice to Personnel. Prior to their performance under this Contract, Contractor shall provide written notice of the
requirements of Section 3 of this DAS Policy regarding this DAS Policy to all Contractor Group members who will be
engaged in performing Work in the Area of Operations. Each Contractor Group member must be made aware of Company’s
and Contractor’s right to search.
2.4 Search. Company or Contractor shall maintain the authority to perform unannounced searches of Contractor Group
members, at any time, while they are in or entering the Area of Operations, including searches of personal vehicles and
personal effects. Prior to conducting a search of Contractor Group members while on Company premises, Contractor must
notify the Company representative.
2.5 Pre-Access Testing. Contractor shall ensure that Contractor Group members have passed a prohibited substances test
no more than 60 days prior to performing Work for Company in an Area of Operations. This pre-access requirement can
be waived if the individual has a negative drug and alcohol test on record within 90 days AND has been continuously
enrolled in a random testing program.
2.6 Stop Work and Removal from Area of Operations. If an alcohol or prohibited substance test is confirmed positive, the
individual refuses to test, or the individual exhibits physical, behavioral, or performance indicators which may reflect non-
compliance with this DAS Policy, Contractor shall remove the individual from the Area of Operations and cease
performance of Work.
2.7 For-Cause Testing. Contractor and Company shall have the right to perform prohibited substance and alcohol tests based
on a belief by Contractor or Company that an individual may be using alcohol or a prohibited substance on the basis of
specific physical, behavioral, or performance indicators (and both tests must be performed if cause for testing is indicated).
The affected Contractor Group members must be removed from the Area of Operations pending results of the tests.
2.8 Post-Accident Testing. Post-accident testing for prohibited substances and alcohol use is referenced in the HSE
Guidelines.
2.9 Random Testing. Contractor shall cause Contractor Group members to undergo unannounced random testing for alcohol
and prohibited substances for anyone performing Work. Unless otherwise required by Applicable Law, such testing must
be performed pursuant to a random selection method, with a minimum annual testing rate of 50% for safety sensitive
employees as designated by Contractor. Company shall also have the right to require Contractor Group members to
undergo unannounced random testing with similar requirements.