SERVICES AGREEMENT

BETWEEN

TATA PROJECTS LIMITED

AND

(ENGINEERING CONTRACTOR)

FOR
“ PROJECT NAME”
FOR

OWNER NAME

(Bidding Document No.: XX)

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 TABLE OF CONTENTS

1. PURPOSE 6

2 DEFINITIONS & INTERPRETATION 6

3. REFERENCE FOR DOCUMENTATION 10

4. ACCEPTANCE OF WORK ORDER 10

5. CONTRACTUAL DOCUMENTS 10

6. SCOPE OF CONTRACT 11

7. GENERAL REPRESENTATIONS OF CONTRACTOR 11

8. DELETED 11

9. TPL REPRESENTATIVE 12

10. TPL'S INSTRUCTIONS 13

11. CONTRACTOR’S REPRESENTATIVE 14

12. COMPLETION SCHEDULE & PROGRESS REPORT 14

13. COMPLIANCE TO LAW AND REGULATION 16

14. AGE LIMIT OF PERSONNEL 16

15. PROVIDENT FUND 16

16. CONTRACT PRICE & PAYMENTS 16

17. MODIFICATION , VARIATION & AMENDMENTS 19

18. CONTRACT PERFORMANCE BANK GUARANTEE (CPBG) 19

19. TITLE AND TRANSFER 20

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20. INSURANCE 21

21. INDEMNITY 22

22. CONFIDENTIALITY 24

23. INTELLECTUAL PROPERTY RIGHTS (PATENTS) 25

24. WARRANTY / DEFECTS LIABILITY PERIOD 26

25. DELETED 26

26. PROVISIONAL ACCEPTANCE 27

27. FINAL ACCEPTANCE 27

28. PRICE ADJUSTMENT FOR SLIPPAGE IN COMPLETION 28

29 PRICE ADJUSTMENT FOR DELAY IN INTERMEDIATE MILESTONES 28

30. LIMITATION OF LIABILITY 28

31. FORCE MAJEURE 29

32. CONTRACTOR’S DEFAULT & RISK PURCHASE 30

33. SUSPENSION 30

34. TERMINATION 31

35. ARBITRATION 32

36. SET OFF 33

37. ASSIGNMENT 33

38. COMPLIANCE WITH APPLICABLE LAWS 33

39. GOVERNING LAW, CONTRACT LANGUAGE, EFFECT AND33

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 40. WAIVER 34

41. NON-WAIVER 34

42. NOTICES 34

43. BUSINESS ETHICS 35

44. VISION, MISSION AND VALUES, CORE BUSINESS AREAS 35

45. EXCLUSIVE 36

Annexure I - ENGINEERING FEE AND PAYMENT TERMS

Annexure II - SCOPE OF WORK
Annexure III - FORMAT OF BANK GUARANTEE

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TECHNICAL SERVICES AGREEMENT (“SERVICES AGREEMENT”)

This Agreement signed on XXrd day of Month, 2023, at Mumbai is entered into between:

TATA PROJECTS LIMITED, a company registered under the laws of India and having
its registered office at “Mithona Towers - 1” 1-7-80 to 87, Prenderghast Road
Secunderabad 500003 Telangana India, (hereafter referred to as "TPL or Bidder"), on
one part, and having one of its regional office at One Boulevard, Floor 2, 3, & 4, Lake
Boulevard Road, Hiranandani Business Park, Powai, Mumbai-400 076.

NAME OF ENGINEERING CONTRACTOR, a company registered under the laws of

India and having its registered office at XX (hereinafter referred to as “XX or
“Engineering Sub-Contractor”), on the other part.

TPL and XX shall be hereinafter referred to as a ‘Party’ individually and collectively as

‘Parties’.

RECITALS

(A) WHEREAS, XX (hereinafter referred to as the "Owner") had issued Invitation to

Bidders to submit their bid for XX (together referred to as the "Project or Work
or Tender") (hereinafter referred to as the "PROJECT or TENDER");

(B) WHEREAS OWNER had awarded XX (hereinafter referred as ‘TPIL’) the job for
carrying out the execution of Project as Project Management Consultant
(hereinafter referred as ‘PMC’ or ‘CONSULTANT’) for PROJECT.

(C) WHEREAS TPL being in the business of providing services on EPC / Turnkey /
Lump-sum basis to the Oil & Gas production companies in India and overseas,
prepared and submitted a proposal in response to the Tender (hereinafter
referred to as the "PROPOSAL").

(D) WHEREAS XX being in the business of carrying out Detailed Engineering

Services agreed to be appointed as Engineering Sub-Contractor with regards
to the ENGINEERING SCOPE for the Tender as per the broad scope of work
as agreed in Memorandum of Understanding dated XX

(E) WHEREAS TPL has received the Letter of Acceptance (LOA) dated XX-XX-XXX
from Owner for the Project.

(F) WHEREAS, the Parties had agreed that if TPL is awarded the contract by the
OWNER, and in such case TPL may award sub-contract in the form of
PURCHASE ORDER (hereinafter referred to as the "PO") in line with the
principles of this MOU based on mutually acceptable terms and conditions
between the PARTIES.

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 (G) WHEREAS the Parties now intend to execute this SERVICES AGREEMENT in
line with the above para set out and agree on a detailed understanding
between them with regards to the performance of ENGINEERING SCOPE by
XX.

GENERAL CONDITIONS OF CONTRACT (GCC)/TERMS & CONDITIONS FOR

SERVICES

1. PURPOSE
The General Conditions of Contract define the rights and obligations of the Parties
under the Contract.

2. DEFINITIONS & INTERPRETATION

2.1. Definitions:

In the Contract/Work Order, the following words and expressions, when used
starting with capital letters shall have the following meanings:

Tata Projects Limited also referred to as TPL has its registered and corporate
office at 1-7-80 to 87, Prenderghast Road, Secunderabad – 500003, and
includes its successors and assigns, its affiliates and officers, directors, agents
and representatives.

Engineering Sub-Contractor (here in after may also be referred as

Contractor or DEC) shall mean XX) on whom the Letter of Intent /Work Order
is placed by TPL and shall include its legal successors and assigns, its affiliates
and Sub-contractors and its respective employees, officers, directors, agents
and representatives.

Owner shall mean TPL’s customer i.e. XX in whose premises the Facility is
being set up and shall include its successors and assigns, its ultimate
shareholders, its affiliates and its respective employees, officers, directors,
agents and representatives.

Bidder shall mean the short listed individual or firm or company whether
incorporated or not, that quotes against a Tender.

Completion Time shall mean the period stated in the contract for completion of
all Works from the Effective Date of this Contract.

Completion Schedule shall mean the schedule of activities submitted by the

DEC and approved by TPL as described in clause 12.1 to achieve Completion
Time.

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Contract shall mean the agreement entered into between TPL and the DEC or
the Work Order issued by TPL and accepted by the DEC, including all
attachments and annexure thereto and all documents incorporated by
reference therein together with any subsequent modifications thereof in writing.

Contract Price shall mean the Lump sum fees payable to DEC by TPL as per
the provisions of the Contract for the execution of the Work excluding
reimbursable fees and expenses which are not part of lump sum fees.

Contractor’s Representative shall mean the representative of the DEC

appointed from time to time in accordance with clause 11.

Contractor Group shall mean Contractor its affiliates and Sub- Vendors/ Sub-
contractors and its respective employees, officers, directors, agents and
representatives but shall not include any member of TPL Group.

Documentation shall mean all documentation required for the complete

performance of the Works updated specifications, operating manuals,
maintenance manuals, health, safety and environmental instructions, inspection
certificates, as built drawings/documents and any other document furnished by
TPL to or to be furnished by DEC under the Contract.

Effective Date of Contract shall mean the calendar date on which TPL has
issued to the Contractor, the Letter of Intent (LOI) or Letter of Award (LOA) or
Work Order or Purchase Order or instruction to proceed whichever is earlier or
as otherwise agreed to between TPL and the Contractor.

Equipment and Materials shall mean the whole or part of any equipment,
machinery and materials made available by the Owner/TPL or supplied by the
Contractor for the execution of the Work and intended to become a permanent
part of the Facility.

Facility shall mean the plant/plants which are being set up in the premises of
Owner as per XX, Gujarat, India.

Final Acceptance shall mean the acceptance by TPL of the Work in whole in
accordance with clause 27.

Good Industry Practice shall mean those reasonable and prudent applicable
engineering codes and standards, practices, methods, equipment,
specifications and standard of performance and safety generally used by
professional organization performing design, procurement, engineering,
manufacturing, construction as the case maybe, in the international design,
procurement, engineering and manufacturing and construction industries in
relation to equipment/packages/Works of the same or substantially similar
scale, nature and complexity

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 Gross Negligence means negligence consisting of a total disregard to care
and wanton conduct or omission, by personnel who are of Project Manager/
Approver level or above.

Mechanical Completion shall mean that all construction and pre-

commissioning activities for the Works/Facility are complete and the
Work/Facility is ready for commencement of commissioning and start up.

Party/Parties shall mean TPL and/or the DEC, as the context requires.

Provisional Acceptance shall mean the acceptance by TPL/Owner after

Mechanical Completion is achieved and before Performance Guarantee Test in
accordance with clause 26 (Provisional Acceptance)

Site shall mean the construction site of the Project.

Supply/Supplies shall mean all the supplies to be executed by the DEC as per
the Work Order.

TPL Group shall mean TPL, its co-ventures, Owner, its (and their) Affiliates
and Licensors, Project Management Consultants, contractors and
subcontractors of any tier and its [and their] respective directors, officers and
employees and other personnel but shall not include any member of Contractor
Group.

TPL’s EHS requirements shall mean the policies, guidelines and requirements
listed in the document titled as Environmental, Health and Safety requirements
at Site.

TPL Representative shall mean Project Manager (PM who directs all the
operations of the Contractor and other Contractors involved in the
engineering/construction of the Facility as per clause-9.

Work/ Work’s shall mean all the services and works to be performed by the
DEC and more particularly defined and identified under Clause 6.0 of this GCC.
.

Willful Misconduct means an intentional disregard of good and prudent

standards of performance by personnel who are of Project Manager/ Approver
level or above which was intended to cause or with knowledge likely to cause
harm or injury.

Variation shall mean any change to the Work ordered in writing by TPL
pursuant to clause 17.

2.2. Interpretations

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 In this document, unless the context otherwise requires,

2.2.1. References in the singular number shall include references in the plural
number and vice versa.

2.2.2. words indicating one gender include all genders.

2.2.3. a reference to a particular clause or sub-clause shall, except where the

context otherwise requires, be a reference to that clause or sub-clause.

2.2.4. the headings are inserted for convenience and are to be ignored for the
purposes of interpretation or the particular part of the Contract construction.

2.2.5. the words “include” and “including” are to be construed without limitation.

2.2.6. whenever provision is made for giving of notice, approval or consent by any
person, unless otherwise specified, such notice, approval or consent shall be in
writing and the words “notify” and “approve” shall be construed accordingly.

2.2.7. the invalidity or unenforceability of any portion or provision of the Contract

shall not affect the validity or enforceability of any other portion or provision.
Any invalid or unenforceable portion or provision shall be deemed void from
the Contract. The Parties agree that in such circumstances to interpret and to
negotiate an equitable amendment to the provisions of the Contract to give
effect to the underlying purposes of the Contract.

2.2.8. the words Contract and Work Order can be synonymously used wherever
the context so requires.

2.2.9. Wherever it is written/mentioned that TPL shall decide, it shall mean that
such decision shall be final and binding on the Contractor.

3. REFERENCE FOR DOCUMENTATION

Work Order number must appear in all correspondences, drawings, invoices,

dispatch notes and on any other document(s) related to the Contract/Work Order.

4. ACCEPTANCE OF WORK ORDER

4.1. The DEC shall, within 10 (ten) days from the date of the receipt of the Work Order
confirm its unconditional acceptance in its entirety without any deviations or
reservations by returning two copies of the Work Order duly signed by the
Contractor’s power of attorney holder having the authority to sign and accept such
Work Order on each page as a token of its acceptance to the designated persons
mentioned in the Work Order. Signature on every page shall be together with
Contractor’s company’s stamp.

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 4.2. In the event, the Contractor fails to submit the Work Order acceptance as per
clause 4 and/or fails to deposit the contract performance bank guarantee as per
mutually agreed format within the time period specified in the Work Order, TPL
reserves the right to cancel the Work Order/Contract without prejudice to other
rights and remedies which TPL may be entitled to, as per terms and conditions of
the Work Order.

4.3. With Contractor's acceptance of the Work Order, Contractor is deemed to have
waived all general sales conditions enclosed with its offer and same shall be
deemed to have been withdrawn unconditionally.

5. CONTRACTUAL DOCUMENTS

5.1. Order of Priority:

In the event of conflicts between various documents, the order of precedence shall
be in the order in which the documents are listed below:

5.1.1. Contract/Work Order

5.1.2. Services Agreement
5.1.3. General Conditions for Contract
5.1.4. Technical Specifications and Drawings
5.1.5. Correspondence

5.2. Contractor acknowledges to have satisfied itself as to the completeness and

consistency of the contractual documents. In case of ambiguities or discrepancies,
those shall be immediately reported in writing and get acknowledged from TPL.TPL
shall explain and/or adjust and issue interpretation and/or revision of the Work
Order if required to be done , which then shall be final and binding.

5.3. The Contract, once signed by the Parties, constitutes the entire agreement and
contains all of the understandings and agreements of whatsoever kind and nature
existing between the Parties, and supersedes, to the extent permitted by law, all
prior written or oral agreements, commitments, representations, communications
and understandings between the Parties

6. SCOPE OF CONTRACT

The scope of the Contractor shall be, as included under the Contract and other
documents referred to and annexed thereto, including Technical Specifications.

The Contractor shall unless expressly excluded/ clarified/ agreed in the Contract from
the Contractors scope, perform all such services/work at no additional cost to the TPL,
not specifically mentioned in the Contract but required for attaining completion of Work
in accordance with the Contract as if such services/work were expressly included in
the Contractors scope of work under the Contract.

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 Contractors Scope of Work shall include the provision of Engineering services for
Residual Process Design, Detailed Engineering, Procurement Engineering, Field
Engineering and Engineering Support for Pre-Commissioning, Startup,
Commissioning and PGTR as a Single Engineering Sub-Contractor for the
PROJECT.

Contractor shall perform the ENGINEERING SCOPE as detailed and in the manner
more specifically detailed in Annexure II - SCOPE OF WORK and shall be
compensated and paid in accordance with the terms contained in Annexure I -
ENGINEERING FEE AND PAYMENT TERMS, annexed hereto. XX shall use all
reasonable efforts to perform the work in a timely fashion and complete the
ENGINEERING SCOPE.

7. GENERAL REPRESENTATIONS OF CONTRACTOR

In addition to Contractor's obligations and undertakings under the Contract:

7.1. Contractor represents that it is competent and shall be fully responsible for the
performance of the Works. It undertakes to act with all the initiative and
promptness required for the proper performance of the Works.

7.2. Contractor undertakes that it shall employ such persons who are careful, skilled
and experienced required for the execution of the Works.

7.3. The contractor represents that it has satisfied itself prior to the signing of the
Contract/issue of Work Order and is fully aware of the conditions and
circumstances affecting the Contract Price and Completion Time provided in the
TPL/Owner’s ITB. The contractor, further confirms it has collected required
information and satisfied itself regarding:

a. the general circumstances prevailing in the country where the site is located
and at the site itself

b. risks and contingencies and other circumstances which may influence or

affect the execution of the works.

7.4. Contractor has taken all necessary measures to ascertain that the information in its
possession allows it to define the Contract Price, except as otherwise provided for
under clause 17. The Contractor has fully considered that the said information only
reflects the situation as known at the date of award of the Contract and that
Contractor has to take into account that the said situation shall necessarily change
during the life of the project. The Contractor further confirms that once the Contract
is awarded and or signed, there will not be any price variation except as provided in
clause 17.

7.5. Contractor represents that it understands and accepts the principles of Mitigation of
Costs. Contractor shall use all its technical and commercial skills to minimize costs

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 that could be incurred over and above the Contract Price, Contractor shall also
endeavor to execute its design/work method (if any) in such a way as to minimize
quantities and construction costs and time while ensuring compliance with
specifications, codes and standards.

7.6. The Contractor represents that it understands that any approval of its drawings,
Documentation, Schedules and inspection by TPL does not relieve the Contractor
of its obligations under the Contract

7.7. Contractor represents that it shall perform the Works and remedy any defects in
the Works with the highest degree of skill, care, diligence and foresight, in
accordance with the Work Order, the scope of Works, the Completion Schedule, all
applicable laws and regulation, applicable standards, laws and regulations and
Good Industry Practice.

All representations made by Contractor under this clause shall be deemed to be in

force till the end of the Contract.

8. Deleted

9. TPL REPRESENTATIVE

9.1. TPL shall appoint Project Manager (PM) to act on behalf of TPL under the
Contract. TPL shall give notice to the Contractor of the name and address of
PM.

9.2. PM shall carry out the duties assigned, and shall exercise the authority
delegated by TPL. Unless and until TPL notifies the Contractor otherwise, PM
shall be deemed to have the full authority of TPL under the Contract, except
in respect of exercising TPL‟s rights pursuant to clause 9.3 and clause 35.

9.3. If TPL wishes to replace any person appointed as PM, TPL shall give the
Contractor, notice of the replacement's name and address. TPL or PM may
from time to time assign duties and delegate authority to other TPL's
personnel, and may also revoke such assignment or delegation.

9.4. Each of TPL's personnel to whom duties have been assigned or authority has
been delegated shall only be authorized to issue instructions to the
Contractor to the extent defined in the delegation. Any approval, certificate,
consent, examination, inspection, instruction, notice, proposal, request, test
or similar act by a delegated person, in accordance with the delegation, shall
have the same effect as though the act had been an act of the TPL. However;

(i) it shall not relieve the Contractor from any responsibility it has
under the Contract, including responsibility for errors,
omissions, discrepancies and non-compliance;

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 (ii) any failure to disapprove any Works shall not constitute
approval, and shall therefore not prejudice the right of TPL to
reject the Works; and

if the Contractor questions any decision or instruction of a delegated person,

the Contractor may refer the matter to TPL‟s Project Director, who shall
promptly confirm, reverse or vary the determination or instruction.

10. TPL'S INSTRUCTIONS

10.1.The Contractor shall carry out and complete the Works in every respect in
accordance with the Contract and the directions of TPL. TPL may from time
to time, issue revised drawings and explanations.

10.2.The verbal instructions and explanations given to the Contractor’s

Representative about the Works by TPL‟s Representative shall, if involving a
Variation over the existing instructions, be confirmed in writing by Contractor
within seven days and TPL‟s written approval obtained

10.3.If at any time Contractor's methods, manpower and software appear to TPL
to be inadequate or inefficient for ensuring the safety in design or the quality
of work or the rate of progress required, TPL‟s Representative may instruct
Contractor to take such corrective measures as revised work methods,
increase manpower and deploy additional resources. The absence of such
instructions from TPL shall not relieve Contractor of its obligations to ensure
the quality, safety in design and the rate of progress required to achieve the
Completion Schedule. All works shall be executed as per Owner/PMC
Specifications

10.4.TPL shall review Contractor performance on time to time basis & provide
notice to Contractor for any unsatisfactory performance.

11. CONTRACTOR’S REPRESENTATIVE

11.1.The Contractor shall appoint a Contractor's Representative and shall give

such representative all authority necessary to act on the behalf of Contractor
under the Contract.

11.2.The Contractor shall, prior to the appointment submit the name and
particulars of the person the Contractor propose to appoint as the
Contractor's Representative for TPL’s approval. If consent is reasonably
withheld or subsequently revoked for reasonable cause by TPL or if the
appointed person fails to act as the Contractor's Representative, the
Contractor shall submit the name and particulars of another suitable person
for such appointment.

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 11.3.The Contractor's Representative shall, on behalf of the Contractor, receive
instructions from TPL.

11.4.The Contractor's Representative may delegate any powers, functions and

authority to any competent person, and may at any time revoke such
delegation. Any such delegation or revocation shall not take effect until TPL
has received prior notice signed by the Contractor's Representative, naming
the person and specifying the powers, functions and authority being
delegated or revoked.

11.5.The DEC shall within 7 days of the work submit to TPL an organizational
chart showing proposed discipline wise key personnel to be assigned for the
performance of its obligations under the Contract signed between the parties
along with program unless this has been separately submitted in which case
not required. The DEC shall not unreasonably withdraw appointed key
personal without the permission of TPL.

11.6.TPL can ask for replacement of any representative, staff, employed by

Contractor at site on following grounds;

(i) misconduct,
(ii) incompetence, or negligence or unsuitability,
(iii) conduct which is not in line with safety, health and environment
policies of Owner/TPL

The Contractor shall remove and replace such person/persons upon receipt of
notice in writing from TPL and shall provide a suitable replacement within
reasonable time.

12. COMPLETION SCHEDULE & PROGRESS REPORT

12.1 Completion Schedule

90% Detailed Engineering shall be completed within 15 months and 100%

Detailed Engineering will get completed within 19 months from the Effective
date of the Contract.

Upon award of contract and before commencement of the Work, Contractor

shall prepare a detailed and comprehensive program and work Completion
Schedule along with manpower deployment schedule to achieve Completion
Time as per the Contract, for review and approval by TPL. The Completion
Schedule shall be prepared using Primavera. The approved Completion
Schedule shall form the basis of monitoring the Works to be performed by the
Contractor.

12.2 Progress Report

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 12.2.1 The Contractor shall submit monthly progress report in a format
approved by TPL. The cut-off date for reporting the progress shall be
15th of the month and the report shall be submitted by 17th of the
same month or as aligned between the execution teams of both
parties. The progress report shall include following information as
minimum.

(i) Executive Summary.

(ii) Description of the services performed during the preceding
month.
(iii) Updated Completion Schedule for contractors scope of work
showing progress (as percentages completed of the
Contractor’s activities broken down into significant elements of
the Works), the current schedule of activities, the targets for the
next month, the analysis of critical path and ways & means to
overcome the constraints in the critical path and cumulative
actual progress versus scheduled progress in the form of “S
Curve”.
(iv) Updated billing schedule showing the payment due till the end
of the previous month.
(v) Areas of concerns, its impact on Completion Schedule and plan
for recovery action

12.2.2 The Contractor shall submit the progress report every month in soft
copy and in no. of hard copies as mentioned in the Work Order.

12.2.3 If case, the actual progress is lagging behind agreed Completion

Schedule, the Contractor shall submit to TPL a revised program
taking into account the prevailing circumstances and describing
steps being taken to expedite progress and to recover the delays.

12.2.4 Weekly progress review meetings shall be organized between TPL

and the Contractor if required at mutually accepted locations (within
Mumbai) and minutes of meeting shall be prepared and signed by
the Parties.

13. COMPLIANCE TO LAWS AND REGULATION AS APPLICABLE FOR SERVICES

OFFERRED BY CONTRACTOR

13.1.The Contractor shall comply with all applicable laws and regulations related to
the Work.

13.2.Labour Laws

The Contractor shall comply with all applicable Central, State, Municipal laws,
rules, regulations and ordinances etc., in force in the country where the

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 Contractors work place or offices are. The Contractor shall be directly
responsible to the authorities for compliance of all applicable laws. The
Contractor shall be deemed to be the principal employer for this purpose for its
own employees only.

14. Age Limits of Personnel

The Contractor shall not employ for the purpose of the Work, any person
below the age as statutorily forbidden.

15. Provident Fund (PF)

15.1 Contractor has to provide declaration that the employees deputed for the
project are under PF registration and their PF will be paid as per the
applicable law. If required by TPL contractor shall give monthly certification of
such PF compliance by a practicing registered CA.

15.2 The Contractor shall be solely responsible for deduction and contributions
under the Employees' Provident Fund and Family Pension Act, 1952 and the
scheme made there under as amended from time to time. The Contractor
shall be solely responsible for the maintenance of records for payment of
contributions and submission of returns in accordance with the said act and
scheme.

16. CONTRACT PRICE & PAYMENTS

16.1 Contract Basis

16.1.1 Refer to Annexure I of the Contract for the Contract Fee and Fee basis.

16.1.2 The Contract Price / Rates indicated in 16.1.1.above shall be inclusive of all
current taxes except for GST which shall be paid extra on submission of
relevant documents. The billing for work shall be from office of DEC that is
having registered GST no in India.

16.1.3 TDS or any other tax eligible for deduction at source shall be deducted as per
applicable laws. The Contractor shall ensure filling of tax returns and submit
evidence of same, as required by TPL.

16.1.4 Contract Price also includes all bank charges and all other charges in
connection with payment to be made to the Contractor and in connection with
Bank Guarantees.

16.1.5 Introduction of any new taxes and duties, cess etc and/or cancellation/ with-
drawal of any existing taxes or duties shall be to TPL’s account. However

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 TPL shall pay for change in rate of GST subject to submission of
documentary proof.

16.1.6 TPL shall pro-vide all required documentation in such form and detail that
may be necessary to enable or assist Contractor to claim or verify any input
tax credit, set off, rebate or refund in relation to any taxes (e.g. GST) payable
in respect of the SERVICES provided by XX.

16.2 Terms of payment

16.2.1 The payment terms shall be as per Annexure I

16.2.2 Progressive invoices shall be prepared to reflect up-to-date gross value of

the work done and the net amount of the bill is worked out after deducting all
the recoveries as per the contract and payments effected up to the last
running account of the bill.

16.2.3 Payments shall be released against a bill to be submitted by the Contractor

in standard format of TPL and subject to the following:

(i) Payment shall be due as per the Contract/ Work Order.

(ii) Bank guarantees furnished by the Contractor shall be valid as

on the date of release of payments.

16.2.4 TPL shall not be responsible for delays in payment resulting from incomplete
bills or items incorrectly billed or non-submission of required documents.

16.2.5 Contractor shall neither raise nor be entitled to raise any interest claim
towards delayed payments from TPL.

16.3 Withholding Payment

16.3.1 TPL may withhold part or whole of any payment claimed by Contractor under
the following circumstances.
(i) Defective Work solely attributable to Contractor not remedied
(ii) Accepted Claims raised on Contractor by TPL for subject Contract.
(iii) Default by the Contractor under the Contract
(iv) Failure to meet the mutually agreed schedules.
(v) Non-compliance with the statutory requirements

16.3.2 When the grounds for withholding payments are remedied, payments of the
amount due to Contractor shall be made by TPL.

16.4 Final Payment

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 16.4.1 Contractor shall be responsible for submitting the following for processing of
its bill for final payment:

(i) Summary statement with regard to total Work done, its value,
payment received thereof
(ii) Other documents as required to be furnished as per the Contract
(iii) No claim certificate
(iv) Complete release of all liens for Contractors Services/Scope of work
arising out of the Contract and submission of an affidavit by the
Contractor to that effect.
(v) Upon submission and acceptance of As built drawings, Final
document dossier and submission of all native files for drawings,
documents, design calculations, etc.
(vi) Submission of copy of the Provisional Acceptance Certificate issued
by TPL, if applicable.

If payment is delayed/or not paid because of incomplete documentation,

TPL shall not be responsible for any or all liabilities arising out of such
non-payment.

16.4.2 If any lien for Contractor services / scope of work remains unsatisfied after all
payments are made to Contractor, the Contractor shall refund to TPL all
money that the latter may be compelled to pay in discharging such a lien,
including all costs and the attorney's fees so incurred.

16.4.3 Performance Bank Guarantee shall be returned and retention amount if any
shall be released after expiry of warranty/defect liability period.

16.4.4 TPL shall issue Provisional Acceptance Certificate and Final Acceptance
Certificate, on request of Contractor.

16.4.5 No claims of any sort shall be made by DEC after submission of final bill.

17. MODIFICATION, VARIATION & AMENDMENTS

17.1 Variation in scope – Contractor shall be entitled to a change order /Variation

Order with respect to any change/modifications to the Work or new items of Work
or rework for reasons not attributable to Contractor or extension of project
schedule for reasons not attributable to Contractor

17.2 The Work Order shall be amended or modified including for changes in Contract
Price, scope of Work and terms and conditions as provided in this Contract and
based on mutual agreement by an amendment to the original Work Order, issued
by TPL, pursuant to the terms stated therein.

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17.3 The Contractor shall not be required to implement any Variation until an
instruction to execute such Variation has been issued by TPL in writing/email.

17.4 However, if any proposed changes would, in the opinion of Contractor, prevent it
from fulfilling any of its obligations or guarantee under the Contract, the
Contractor shall notify TPL thereof in writing and TPL shall decide forthwith
whether or not the same shall be carried out and if TPL confirms its instructions,
Contractor's obligations and guarantee shall be modified to such an extent as
may be mutually agreed.

17.5 If DEC believes that an instruction from TPL constitutes a change from the scope
of work under the contract, then DEC, within 15 calendar days from the
instruction of TPL or a reasonable time as mutually agreed, shall prepare and
forward to TPL a cost estimate for the adjustment to the contract price and a
schedule impact of the change, if any, and any effect on DEC's ability to comply
with any of its obligations under this contract, including warranties and
guarantees.

17.6 The value of all Change/Variation Orders to the Works / Visits shall be
ascertained taking into consideration the rates specified in Annexure I.

17.7 Upon TPL’s confirmation, TPL shall issue a change order as per mutual
agreement on such change (“Change Order”).

18. CONTRACT PERFORMANCE BANK GUARANTEE (CPBG)

18.1 Within 14 days after receipt of Work Order/ Contract and As per the agreed
payment terms, the Contractor shall furnish a Contract Performance Bank
Guarantee to TPL for a value equivalent to 10% of the total Contract Price, which
shall be kept valid till . Defect Liability Period (14 th January 2024) + 3 months
claim period. For the purpose of submission of CPBG, the total Contract Price
shall be exclusive of GST. However the Contractor shall be allowed after
completion of each quarter of 3 months to reduce the value of such CPBG
for the cumulative value of certified portion of such invoices by TPL, of such
completed stage of work every quarter. TPL shall issue the required consent
letter for reduction in BG value stating the reduced BG value within 5 working
days from the request from Contractor.

18.2 TPL reserves the right to invoke the Performance Bank Guarantee as
compensation for any loss resulting from the Contractor's failure to correct
defective or not compliant Work with respective to the requirements of the
Contract In the event of any defective or non compliant Work, remains
unattended for a period of 14 calendar days from the date of notice of the same
by TPL, TPL shall apart from the other remedies available under the Work Order,
have the right to invoke the Performance Bank Guarantee and the Contractor
hereby unconditionally agrees not to dispute or object for such invocation

Page no 19 of 36
18.3 All Bank Guarantees furnished by the Contractor shall be unconditional,
irrevocable and from a Scheduled / Nationalized / International Bank in the format
provided by TPL and mutually agreed

18.4 The Contractor shall ensure that the contract performance bank guarantee is
valid and enforceable until expiry of warranty/defect liability period.

18.5 Contractor shall not be exempted from submission of CPBG on any grounds
whatsoever. Failure in submitting CPBG within specified time shall be a valid
reason for cancellation of the Work Order.

19. TITLE AND TRANSFER

19.1 The title of the Contractor’s Work shall pass on to TPL/Owner as they are
executed by Contractor and accepted by TPL and invoiced by the Contractor.
Such transfer of title shall not in any way affect TPL’s or Contractor’s rights &
obligations as set forth in other provisions of the Contract.

19.2 Nothing provided for in this clause shall relieve Contractor from its obligations
under the Contract.

19.3 Ownership of all drawings, specifications, calculations and other documents

supplied by Contractor to TPL in connection with the Contract shall vest with
TPL/Owner. TPL/Owner shall have the right to use such drawings, specifications,
calculations and other documents for the execution of the Works.

19.4 All Documentation such as drawings, reports, specifications, studies, calculation

sheets provided to Contractor for performance of the Works by TPL shall remain
the property of TPL. Unless otherwise agreed, Contractor shall return to TPL,
upon Completion of the Work, all originals, reproduction or copies of drawings
and documents in its possession. However, Contractor shall be entitled to retain
one copy for compliance purposes.

20. INSURANCE

20.1 Contractor shall take out and maintain following insurance covers:

20.2 XX shall maintain in force during the period that ENGINEERING SCOPE is
performed maintain Workmen's Compensation Insurance according to
statutory requirements, Comprehensive Motor Vehicles Policy in accordance
with Indian Motor Vehicles Act, 1988, and in accordance with the laws having
jurisdiction over Contractor’s employees who are engaged in performance of
Work.

20.3 XX shall also maintain during such period Commercial General Liability

Page no 20 of 36
 Insurance covering bodily injury to or death of persons of third parties with a limit
of two million dollars ($2,000,000) for each occurrence and in aggregate.

20.4 Professional Indemnity Insurance Coverage: XX shall maintain in force during

the period that ENGINEERING SCOPE is performed, professional indemnity
insurance, for the claims arising as a result of alleged negligence, dishonesty,
errors or omissions while performing or rendering professional services with limits
of not less than two million dollars ($2,000,000) aggregate.

20.5 When policies are renewed or replaced, the policy retroactive date must coincide
with, or precede, start of Service on the Agreement. A claim-made policy which is
not renewed or replaced must have an extended reporting period of 90 days.

20.6 The minimum insurance covered required for each category of risk or liability
incumbent on Contractor shall be as per applicable law or as specified in the
Contract, whichever is higher.

20.7 Contractor's liabilities and obligations under the Contract shall not in any way be
limited by the terms and conditions of its own insurance policies.

20.8 The Contractor undertakes to inform its insurers of the terms and conditions of
the Contract. The insurers shall acknowledge receipt thereof to the Contractor
who shall communicate the same to TPL

20.9 Contractor must communicate to TPL within fifteen (15) days from the award of
the work with copies of all insurance certificates. The Works under the Contract
shall not commence before TPL is notified of and satisfied with the proposed
insurance policies taken out.

20.10 All policies of insurance taken out pursuant to this clause shall provide that there
shall be no recourse against any other insured Party for payment of premiums or
other amounts with respect thereto (the Party procuring the relevant insurance
pays for such insurance)

21. INDEMNITY

21.1 General Indemnity

21.1.1 TPL shall release, indemnify, defend and hold harmless the Contractor Group
from and against any and all liabilities (including any claims, demands, losses,
cost , damages, expenses and legal fees howsoever arising) whether strict or
by way of negligence in respect of injury to or sickness, disease or death of any
member or loss or damage to any property of the TPL Group from any cause
whatsoever,.

21.1.2 The Contractor shall release, indemnify, defend and hold harmless the TPL

Page no 21 of 36
 Group from and against any and all liabilities (including claim demands, losses,
cost , damages, expenses and legal fees howsoever arising) whether strict or
by way of negligence in respect of injury to or sickness, disease or death of any
member or loss or damage to any property of the Contractor Group from any
cause whatsoever.

21.2 Injury to Third Party Persons and Property

Each Party shall release, defend, indemnify and hold harmless the other Party
against any and all liabilities arising out of any claim or cause of action by a
third party in respect of injury to or sickness, disease or death of any third party
or loss of or damage to any property of a third party arising out of or in
connection with the performance of this Contract, to the extent caused by
negligence of the respective Party and its Group.
21.2.1 For the purposes of clause, a third party shall mean any party other than (i) the
TPL Group and (ii) the Contractor Group.

21.2.2 Notwithstanding anything stated under Article 21 or anywhere under the

Contract, Contractor shall not be liable for any pollution or for any other
environmental claims, damages, losses, costs and expenses (including judicial
costs and/or legal fees), including those that may arise from Third Parties',
including from authorities or any governmental or regulatory body, and TPL
shall fully save, indemnify, defend and hold Contractor and Contractor Group
harmless from such claims, damages, losses, costs, expenses and legal fees
that may arise, which are directly or indirectly connected with the Contract. The
Parties agree and accept that the terms of this section 21.2.2 prevails over any
other provision under the Contract.

21.3 Indemnity in respect of Intellectual Property Rights

The Contractor shall indemnify, protect, defend and hold the TPL harmless
from and against all liabilities, judgments, losses, damages, costs and
expenses or claims for infringement or alleged infringement of any Intellectual
Property Rights with respect to or arising out of (i) the Contractor’s systems,
tools (software), (ii) the use by the Owner/TPL of the Works rendered by the
Contractor pursuant to the Contract. The foregoing indemnity shall not apply
where the claim of infringement is based and originated from inputs,
Documentations, drawings, and other materials provided by TPL and TPL shall
in such case indemnify, defend and hold harmless Contractor.

21.4 Indemnify in respect of violation of the laws and regulations

Any violation by Contractor of the laws and regulations in force at the Site shall
be considered as gross negligence on the part of Contractor who guarantees
and indemnifies the Owner and/or TPL against any fines and penalties imposed

Page no 22 of 36
 by law. t

21.5 Conduct of Settlement

21.5.1 If any claim being made against a Party (the "Indemnified Party") arising out of
the matters referred to in this clause in respect of which it appears that the
other Party (the "Indemnifying Party") may be liable to indemnify the
Indemnified Party under this clause the Indemnifying Party shall be promptly
notified thereof and may at its own expense conduct all negotiations for the
settlement of the same and any litigation that may arise in relation thereto,
subject to compliance with the terms of the claims procedures under any
applicable insurance policy. The Indemnifying Party shall not make any
admission or reach any settlement without prior consultation with the
Indemnified Party. The Indemnified Party shall not, unless and until the
Indemnifying Party shall have failed to take over the conduct of the
negotiations or litigation, agree to any settlement of such negotiations or
litigation or make any admission which might be prejudicial thereto. The
appointment of a law firm as counsel by the Indemnifying Party shall be
subject to the approval of the Indemnified Party, such approval not to be
unreasonably withheld or delayed. The Indemnified Party shall at the
request of the Indemnifying Party afford all available assistance for any such
purpose and shall be repaid all costs incurred in so doing.

21.5.2 Notwithstanding clause 21.5.1, if the defendants in any litigation include both
the Indemnified Party and the Indemnifying Party, and the Indemnified Party
reasonably concludes that there may be legal defences available to it which
are different from or additional to those available to the Indemnifying Party, the
Indemnified Party shall have the right to select separate counsel to assert
such legal defences and to otherwise participate, at its own expense.

21.6 Notification of suits and actions

Without limiting Contractor's obligations and responsibilities under this clause

21, Contractor shall give TPL prompt notice in writing of any suit or action filed
against it, the loss or settlement of which could result in a claim by Contractor
for adjustment of the Contract Price for the reimbursement or indemnification of
Contractor. Contractor shall promptly furnish to TPL copies of all papers
received by Contractor pertinent to any such suit or action in its possession
from time to time.

21.7 TPL’s right to defend suits and actions

Without limiting Contractor's obligations and responsibilities under this clause

21, Contractor, if requested by TPL, shall do any and all things necessary or
appropriate to effect any assignment and subrogation in favour of TPL of all of
Contractor’s rights and claims arising from or growing out of any suit or action

Page no 23 of 36
 referred to in the clause 21.6 and shall authorize representatives of TPL to
exercise any such rights and settle or defend any such claims or take charge of
any such litigation affecting TPL.

22. CONFIDENTIALITY

22.1 Subject to the provisions of this clause 22.2 each Party shall keep confidential
and shall not, without the prior written consent of the other Party, disclose to
any person any confidential information irrespective of whether such information
has been furnished prior to the finalization of the Contract or at any time
thereafter (including following termination of the Contract).

22.2 Either Party shall be entitled to disclose Confidential Information without the
prior written consent of the other Party if such disclosure is made in good faith:

(i) to any of its affiliates, directors, employees and officers;

(ii) to any outside consultants or advisers engaged by or on behalf of such
Party and acting in that capacity in connection with the Project (including
insurance, accounting, tax, technical and legal advisers);
(iii) to any bank or financial institution from which such Party is seeking or
obtaining or has obtained finance in connection with the Contract or the
Project or the advisers to such bank or financial institution;
(iv) to any insurer under a policy of insurance referred to in the Contract or in a
proposal for such insurance;
(v) to the extent required by applicable Laws or relevant Authorities; or
(vi) to the extent required by the rules of a relevant and recognized stock
exchange, provided that such disclosure is necessary to enable such Party
to perform or comply with, or to protect or enforce its rights under the
Contract or to carry on its business or implement the Project.

22.2 The obligations of a Party under this clause shall not apply to information and
documents which:

(i) now or hereafter have entered the public domain through no fault of
that Party; or
(ii) Otherwise lawfully become available to that Party from a third party
under no obligation of confidentiality.

22.3 No external public announcement concerning the existence, subject matter or

any term of the Contract shall be made by or on behalf of the Contractor without
the prior written approval of TPL.

On termination of the Contract, any Party which has received information

protected by this clause prior to such termination shall return any records of
such information (including all copies) in its possession and control to the Party
to which such information relates or dispose of such records as such other
Party may reasonably require.

Page no 24 of 36
23. INTELLECTUAL PROPERTY RIGHTS (PATENTS)

23.1 The drawings, documents, data and information of any kind furnished by TPL to
the Contractor shall remain TPL/Owner's property. They may not be disclosed
or used for any purpose other than the implementation of the Work Order
without TPL's prior written consent.

23.2 The Contractor declares that it is the due owner, licensee, holder or authorized
user of any patents, licenses, processes, trademarks, designs or models
covering the Contractor’s systems and processes to be used for the
implementation of the Work Order.

23.3 Each party has no obligation to discover any breach of patent or otherwise.

23.4 Should any suits for infringement of patents, processes, trademarks, designs or
models be brought by anyone against TPL/Owner in connection with the Work
Order, the Contractor agrees to substitute for TPL/Owner in any proceedings
and to indemnify and hold TPL/Owner harmless from and against, without
limitation, any liability incurred, it being specified that TPL/Owner shall
nevertheless approve the means of the defence and the choice of the attorney
or attorneys. The liability and indemnity provisions of this clause 23.4 shall be
limited to the processes and systems of Contractor utilized for completion of
Work.

Should the Contractor's substitution in proceedings not be possible or desired

by TPL/Owner, the Contractor agrees to provide all legal assistance to
TPL/Owner for its defence, and to bear all costs resulting there from including
the amounts resulting from court orders issued against TPL/Owner, as well as
all the expenses incurred by TPL/Owner in connection with the proceedings.

23.5 In case of infringement of the industrial property rights mentioned above, the
Contractor notwithstanding any appeal, shall, at its own expense, as soon as
the judgment in the first instance has been delivered:

(i) either obtain the right for TPL/Owner to continue using its
documentation provided under the Contract, or,
(ii) in agreement with TPL, either have the documentation
replaced by documentation free of infringement/lien, or have
the same modified in such a manner so that the cause of the
infringement disappears

24. WARRANTY/DEFECT LIABILITY PERIOD

24.1 Contractor warrants that the Works shall be in accordance with the
requirements of the Contract and in particular shall be free from errors, defects

Page no 25 of 36
 and omissions. In the event the Work fails to meet the warranty for reason
solely attributable to Contractor, , Contractor shall be only liable for the re-
performance of the Work and the correction as required.

24.2 If the Contractor’s Works is determined by TPL in whole or in part during the
warranty/defect liability period, to be defective or not compliant with the
requirements of the Contract, TPL shall notify Contractor in writing that such
Contractor’s Works are rejected. Thereupon, Contractor shall at its own
expense within mutually agreed time limit, immediately take corrective actions
and at TPL's option rectify such defective Contractor’s Works by making the
same comply strictly with all Contract requirements with no additional cost to
TPL.

24.3 If the Contractor fails to commence and proceed diligently with the remedy of
any such defect within 15 (fifteen) days of receipt of notification and/or the
progress of rework is not satisfactory, TPL may proceed to do the Work, while
notifying the Contractor of its intention to do so. The reasonable cost so
incurred by TPL shall be deducted from the payable to the Contractor or
adjusted from any of the bank guarantee provided by the Contractor.

24.4 All re works carried out within the provisions of this clause are covered by a
warranty of 12 month duration commencing from the date of completion of the
remedial work and its acceptance by TPL.

24.5 The following are excluded from the warranty/defect liability:

(i) consequences resulting from normal wear and tear

(ii) damage caused by negligence, lack of care or maintenance, misuse
attributable to Owner/TPL,
(iii) Improper operation and maintenance attributable to Owner/TPL (not in
line with operation and maintenance manuals)

In all the above cases, the burden of proof lies with the Contractor.

24.6 Notwithstanding anything stated under this Article 24, Contractor's obligations
and liability in respect of Work covered in the Contract Price shall be limited to
re-performance at Contractor's own cost, any of Contractor' services which
have been proved deficient, solely attributable to Contractor, during a period up
to 18 Months from the date of Mechanical Completion or 48 months from the
Effective Date of Contract, whichever is earlier. Re-performance will be limited
to maximum of 100% of Contract Price. This re-performance will be TPL's sole
remedy for defective Works.

25. Deleted

Page no 26 of 36
26. PROVISIONAL ACCEPTANCE

Contractor shall be entitled to request TPL to issue the provisional acceptance

certificate when;
(i) All contractor’s work has been completed & completion of Mechanical
Completion.
(ii) The performance bank guarantee for warranty/defect liability period is in place
for its required value to cover the warranty/defect liability period.

TPL shall issue the Provisional Acceptance Certificate within 14 days after receipt of
request from Contractor and meeting the above requirements.

27. FINAL ACCEPTANCE

Subject to the relevant provisions of the Contract, the Contractor shall, as soon as
the Works have been completed as per the scope of the Contract, notify TPL in
writing and if such notice was given properly in accordance with the requirements of
the Contract, TPL shall, within 14(fourteen) days following receipt of the Notice of
Final acceptance, either

(i) issue to the Contractor a Final Acceptance Certificate or

(ii) If reasonable cause exists for doing so, notify the Contractor that Final
Acceptance certificate cannot be issued, stating the reasons thereof.

28. PRICE ADJUSTMENT FOR SLIPPAGE IN COMPLETION

In the event of Contractor failing to execute and complete the Detailed Engineering
Works within the Completion Schedule specified in the Contract or after considering
any further extensions granted by TPL for reason solely attributable to Contractor,
TPL shall be entitled to a discount (as an exclusive remedy for delay) in the Contract
Price at the rate of 0.5% of the Contract Price per week or part thereof subject to a
maximum of 5% of Contract Price. The discount shall be recovered by TPL out of
the amount payable by TPL to the Contractor. LD shall not be applicable on Optional
Engineering scopes.

29. Price adjustment for delay in intermediate milestones

List of Intermediate major milestones shall be as under:

Sr. Intermediate milestone Completion date Maximum PRS in

no % (percentage of
total contract price
1 Issue of MR’s for Major tagged 12-Mar-2020 0.2%
(critical) Equipment’s

Page no 27 of 36
 2 60% Model review 20-Aug-2020 0.2%
3 90% model review 20-Nov-2020 0.2%
Total 0.6%

In the event of Contractor failing to achieve the intermediate milestones within the
timeframe as agreed in the table above due to reasons solely attributable to
Contractor, then TPL shall be entitled to price adjustment which shall be a sum of
0.2% of the Contract price for every week of delay or part thereof. However, such
price adjustment shall be limited to a maximum of 0.6% of the Contract price in
respect of any and all intermediate milestones put together. However, in case
contractor completes the entire works with the Completion Schedule agreed, then
the amount withheld towards the intermediate milestones shall be paid to the
Contractor.

The overall maximum price adjustment on account of intermediate milestones as per

clause 29. and delay in overall completion of the works as per clause 28. above shall
not exceed 5% of the Contract Price.

30. LIMITATION OF LIABILITY

30.1 Notwithstanding any other provision in the Contract to the contrary, the maximum
cumulative liability of Contractor to TPL for all delays, losses, damages, liabilities
and obligations whatsoever and howsoever arising (whether under the Contract,
tort, or otherwise), which are suffered or incurred by TPL and which are directly or
indirectly connected with the Contract on all counts excluding the re-performance
stated in 24.6 above, will be limited to 100% of the Contract Price.

The limitation of liability shall not apply in the case of

(i) liability for indemnities provided by Contractor under the Contract
(ii) liability for fraud
(iii) liability for Willful Misconduct
(iv) liability for Gross Negligence
(v) liability in respect of abandonment of the Contract
(vi) liability in respect to any infringement of patent rights related to
Contractors processes, tools & systems.
(vii) any fines or penalties imposed by the government authority

30.2 Consequential Loss:

Notwithstanding any other provision in the Contract to the contrary, neither party
shall be liable to the other in contract or in tort for any indirect or consequential loss
including loss of use (partial or total); loss of production; loss of profit; loss of
contracts; loss of reputation; loss of revenues; loss caused by pollution whether
incurred directly or indirectly which may be suffered by each Party or its Group in
connection with the Contract. Each Party shall indemnify, defend and hold harmless
the other Party from all such losses or damages mentioned above which may be
suffered by each Party or its Groups.

Page no 28 of 36
31. FORCE MAJEURE

31.1 "Force Majeure" means an exceptional event or circumstance including the events
described below beyond the Party’s control, which cannot be predicted or resisted
and which prevents either or both the Parties to comply with all or part of its
obligations under the Work Order.

(i) war, hostilities (whether war be declared or not), invasion or act of foreign
enemies;
(ii) rebellion, act of terrorism, revolution, insurrection, military or usurped
power or civil war;
(iii) riot, commotion, disorder, national or state-wise strike;
(iv) munitions of war, explosive materials, ionising radiation or contamination by
radioactivity, except as may be attributable to use of such munitions,
explosives, radiation or radioactivity by the Party claiming that Force
Majeure has occurred; and
(v) natural catastrophes such as earthquakes, landslides, hurricanes,
typhoons, tornadoes, fires, extraordinary floods, epidemics, quarantine or
volcanic activity,

31.2 For the avoidance of doubt, the following shall not constitute events of Force
Majeure:

(i) bad weather and its consequences which does not disrupts the normal life,
(ii) technical difficulties or more onerous financial conditions in performing the
Works,
(iii) strikes (except national strikes),
(iv) lock-out, or industrial disputes affecting Contractor alone or together with
other firms,
(v) holidays or circumstances (foreseeable or unforeseeable) affecting
transport,

31.3 If a Party is or shall be prevented from performing any of its obligations under the
Work Order by reason of Force Majeure, then it shall give notice to the other Party of
the event or circumstances constituting the Force Majeure and shall specify the
obligations, the performance of which is or shall be prevented within 5 days of the
occurrence of the Force Majeure condition.

31.4 Each Party shall at all times use all reasonable endeavors to minimize any delay in
the performance of the Contract as a result of Force Majeure.

31.5 Notwithstanding any provisions of this clause, Force Majeure shall not apply to
obligations of either Party to make payments to the other Party under the Contract.

31.6 If the Contractor is prevented from performing any of its obligations under the Work
Order or suffers delay by reason of Force Majeure of which notice has been given as

Page no 29 of 36
 per clause, the Contractor shall be entitled to an extension of time for any such delay.

31.7 If Force Majeure Event continues beyond the period of 45 (Forty-five) days from the
beginning of the Force Majeure Event or prevent the Contractor from performing its
obligations under the Work Order, the Parties shall mutually decide further course of
action.

31.8 Neither Party can claim any compensation from the other Party on account of Force
Majeure Event.

32. CONTRACTOR’S DEFAULT & RISK PURCHASE

32.1 During execution of this order, if any delay is observed due to reasons solely
attributable to Contractor other than Force Majeure Conditions, which may cause
delay in completion of the delivery. TPL shall without prejudice to terms and
conditions of the existing order take corrective actions deemed fit including cancel the
Contract at any point of the time without assigning any reasons whatsoever at
Contractors risk and cost.

33. SUSPENSION

33.1 TPL may temporarily suspend the Works or parts thereof by written notification to
Contractor. Contractor shall, without delay suspend performance in accordance with
the notification and inform TPL of the effects, the suspension will have on the
performance of the Works. Contractor shall resume the Works immediately after
notification by TPL.

33.2 During the suspension, the obligations arising from the Work Order shall be
suspended as regards the concerned part of the Works, except those relating to
confidentiality, insurance, patents and the protection of the Works

33.3 During the suspension period as stated in clause 33.1, Contractor is entitled to
compensation only for documented and necessary expenses in connection with
demobilization and mobilization of personnel and for other substantiated costs
reasonably incurred by Contractor as a direct consequence of the suspension upon
mutual agreement. If the removal of suspension warrants an extension of time for the
overall completion of the schedule then TPL shall consider the time extension and
mutually agree on the cost impact to Contractor.

33.4 Notwithstanding anything to the contrary contained in these General Conditions of

Contract, the Contractor shall not be entitled to extension of completion schedule if
the suspension is due to a cause attributable to the Contractor.

Page no 30 of 36
33.5 Contractor may suspend the Work in whole or part by giving TPL notice in writing in
case of failures by TPL to make undisputed payments due to Contractor under the
Contract, in accordance with the agreed terms of payment, after fulfilment of all
obligations by Contractor with regard to the due payments. The suspension shall be
effective only if TPL fails to make an outstanding payment within 60 (Sixty) days of
receipt of the first notice by TPL from Contractor pursuant to this clause.

34. TERMINATION

34.1 In the event of a default as described in clause 33 here above, TPL shall have the
right to terminate all or part of the Work Order.

34.2 The termination of the Work Order shall be notified to the Contractor in accordance to
clause 42.

34.3 TPL shall have the right to terminate the Contract by giving prior written notice to
Contractor at any time. TPL shall pay Contractor compensation for all Work done/ in
progress and expenditure incurred by Contractor up to date of termination. In case
the performance of the Contractor is not found satisfactory, TPL shall issue notice of
15 days for improvement. If after 15 days' notice period, Contractors Performance is
not satisfactory, TPL will terminate the contract and get the balance work done by
hiring another agency at the risk and cost of Contractor for the balance Works.

34.4 This termination shall be without prejudice to the application of price adjustment
provision as per clause 28 and 29, for delay in completion and the reimbursement of
the advance if any and/or down payments received by the Contractor for the non-
completed portion of the Work Order.

34.5 In the absence of a Contractor's default, TPL for its convenience may terminate all or
part of the Work Order at any time.

(i) In this case, TPL shall pay the Contractor, after submission of
substantiating documents and accepted by TPL:

(ii) the amounts due in consideration of the Works in progress, Works already
performed and accepted by TPL on the date of termination after deduction
of advance and/or down payments already made and any other
recoverable as per Contract,
(iii) the cost of any termination fee the Contractor may owe its own Sub-
vendors/Sub-contractors against documentary evidence and as
approved by TPL

34.6 Within fifteen (15) days after the date of receipt by the Contractor of the notice of
termination sent by TPL, the Contractor shall

Page no 31 of 36
 (i) cease performance of the Work Order or such part thereof as may be
specified in the notice with immediate effect.
(ii) TPL shall have the right to complete balance Works with the help of third
parties at its own discretion.
(iii) assign to TPL or its nominee to the extent desired by TPL all or the
relevant part of the rights, titles relating to the Work Order which the
Contractor may have acquired or entered into.
(iv) promptly deliver to TPL, in hard copy and native format, all drawings and
documents prepared by the Contractor related to the Work up to the date of
termination.
(v) Contractor shall return all documents, drawings, information that is
provided to the Contractor (without Contractor retaining any copies of the
same except for compliance purpose) to TPL.

35. ARBITRATION

35.1 TPL and the Contractor shall make every effort to settle all disputes arising from
or/in connection with the implementation of the Work Order, TPL and Contractor
shall try to reach an amicable settlement.

35.2 If after 30 days from the commencement of such informal negotiations, TPL and
the Contractor have been unable to resolve amicably a dispute, the same shall be
referred to for resolution to a single arbitrator in case the Parties can agree upon
one, otherwise to two arbitrators, one to be appointed by each Party and an
umpire to be appointed by the two arbitrators. The arbitration shall be carried out
in accordance with and subject to the provisions of the Indian Arbitration and
Reconciliation Act, 1996, or any statutory modification or re-enactment thereof for
the time being in force. The decision of the arbitrator / umpire shall be final and
binding upon both Parties.

35.3 The venue, seat and place for Arbitration shall be Mumbai, India or any other
place that TPL at its sole discretion, may determine and the language of the
arbitration shall be in English.

35.4 However the performance of the Contractor's contractual obligations shall not be
suspended pending settlement of disputes.

36. SET OFF

TPL shall be entitled to recover any amounts due to TPL on account of any damage/s
or otherwise, whether in respect of Supplies/Services under this Contract/Order , by
deducting such sums from the amount due by TPL to the Supplier/Contractor in respect
of Supplies/Services made under this Contract/Order or any of their subsequent
amendments.

37. ASSIGNMENT
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 The Contractor shall not assign all the Work Order without TPL’s prior consent.

38. COMPLIANCE WITH APPLICABLE LAWS

Contractor warrants that all Works performed under the Work Order shall conform to
all applicable Cities, State and Central laws, ordinances and all relevant statutory
regulations. Further, Contractor shall defend and save TPL, its affiliates and its
respective directors, officers, employees and agents harmless from fines and
penalties, by reason of any actual violation thereof.

39. GOVERNING LAW, CONTRACT LANGUAGE, EFFECT AND JURISDICTION OF

ORDER

39.1 The Work Order issued by TPL to the Contractor shall be construed in accordance
with and governed by the laws of India and in the event of any litigation, the
jurisdiction of the Contract shall be that of the courts at Mumbai, India.

39.2 Unless otherwise stipulated, English is the language of the Contract, and shall be
used in all documents including correspondences and technical specification,
drawings and manuals provided or exchanged in this regard

40. WAIVER
TPL shall be at liberty to waive breach of any terms or conditions or guarantee.
Waiver by TPL of a breach by Contractor of any provision of the Contract and
communicated in writing, shall not be deemed a waiver of future compliance
therewith and such provision shall remain in full force and effect.

41. NON-WAIVER

Failure of TPL to insist upon any of the terms or conditions incorporated in the
Contract/Work Order, or failure, or delay to exercise any rights or remedies herein, or
failure to properly notify Contractor in the event of breach, or the acceptance of, or
payment, of any Services/Work hereunder or approval of design shall not release
Contractor and shall not be deemed a waiver of any right of the TPL to insist upon
the strict performance thereof or any of its rights or remedies as to any such
Services/Work regardless of when Services or Works are completed or accepted.

42. NOTICES

42.1 Communications in writing

All communication by either party regarding approvals, certificates, consents,

determinations, notices and requests shall be in writing, sent by mail, fax or courier, or
transmitted using any of the agreed systems of electronic transmission.

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42.2 Addresses

The address and fax number (and the department or officer for whose attention the
communication is to be made) of each Party for any communication or document to be
made or delivered under or in connection with the Contract shall be as under:

For TPL:
Mr. Amit Mahabal, Tata Projects Limited, Oil Gas and Hydrocarbon Business unit,
One Boulevard, Floor 2, Lake Boulevard Road, Hiranandani Business Park, Powai,
Mumbai-400 076.

For XX:
…………………………….
…………………………….

42.3 Serving of Notices

Any notice sent by either Party in connection with the Contract shall only be effective,
if it is delivered

(i) By way of Electronic mail; and

(ii) By way of letter and sent by a registered courier, at the time of delivery.

43. BUSINESS ETHICS

TPL requires that Contractor’s observe highest standard of ethics during the
execution of Work Order. In pursuance of this policy, TPL stipulates as under:

(a) Definition for the purpose of this provision the terms set forth as follows:

(i) “corrupt practice” means the offering, giving, receiving, or soliciting of

anything of value to influence the action of a TPL official in the procurement
process or in Work Order execution ; and
(ii) “fraudulent practice” means a misrepresentation of facts in order to
influence a procurement process or the execution of a Work Order to the
detriment of TPL, and includes collusive practice among Contractors (prior
to or after bid submission) designed to establish bid prices at artificial non-
competitive levels and to deprive TPL of the benefits of free and open
competition;

(b) TPL shall be within its right to reject a proposal for award, if it determines that
the Contractor recommended for award/ Contractor has engaged in corrupt or
fraudulent practices;

(c) If the Contractor, offers or give or agree to give to any person in TPL‟s service
or to any other person on its behalf any payment, compensation,

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 consideration, gift or any kind of inducement or reward for doing or forbearing
to or for having done or forborne to do any act in relation to the obtaining or
execution of the Work Order for TPL, TPL shall be within its right to terminate
by written notice the Work Order at the risk and cost of Contractor.

(d) Please visit our website www.tataprojects.com to view the complete text of
TATA Code of Conduct.

The above provisions shall also apply mutatis mutandis to TPL.

If TPL receives any personal data of Contractor/XX's resources it shall consider such data as
confidential and shall not process such data outside the purpose of the project.

44. VISION, MISSION AND VALUES, CORE BUSINESS AREAS

Contractors are requested to visit www.tataprojects.com for more details regarding

the Vision, Mission, Values and Core Business areas of TPL.

45. EXCLUSIVE REMEDIES

The remedies described in this agreement shall constitute each Party’s sole remedies
against the other Party for any liability of each party or in any way connected with the
Agreement, and any remedies at law are expressly excluded.

For TATA PROJECTS LIMITED FOR XXXXX.

Name: Mr. Partha De Name:………………………………

Title: Vice President and Business Unit Title: ………………………………

Head (OGH)

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